Units COLD SPRING CAPITAL, INC. UNDERWRITING AGREEMENTCold Spring Capital Inc. • November 4th, 2005 • Blank checks • New York
Deutsche Bank Securities Inc. As Representative of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 4th, 2005 • Cold Spring Capital Inc. • Blank checks • New York
This Agreement is made as of November , 2005 by and between Cold Spring Capital Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation ("Trustee").
QuickLinks -- Click here to rapidly navigate through this documentCold Spring Capital Inc. • November 4th, 2005 • Blank checks • New York
This letter will confirm the agreement of Richard A. Stratton and Joseph S. Weingarten (the "Initial Stockholders") to purchase warrants ("Warrants") of Cold Spring Capital Inc. ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until ninety days after the effective date of the Company's IPO unless Deutsche Bank Securities Inc. ("DBSI") informs the Company of its decision to allow earlier separate trading.
