Director and Stockholder Letter Agreement for Cold Spring Capital Inc. IPO – Robert M. Chefitz and Deutsche Bank Securities Inc.
This agreement is between Robert M. Chefitz, a director and stockholder of Cold Spring Capital Inc., and Deutsche Bank Securities Inc. (DBSI). In connection with DBSI's role as underwriter for Cold Spring Capital's initial public offering (IPO), Chefitz confirms the accuracy of his background information, authorizes DBSI to verify his background and finances, and affirms he is not subject to any restrictions that would prevent his participation as a stockholder or director. The agreement ensures transparency and compliance for the IPO process.
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Exhibit 10.19
, 2005
Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York 10005
Re: Initial Public Offering
Gentlemen:
The undersigned director and stockholder of Cold Spring Capital Inc. ("Company"), in consideration of Deutsche Bank Securities Inc. ("DBSI") entering into a letter of intent ("Letter of Intent") to underwrite an initial public offering of the securities of the Company ("IPO") and embarking on the IPO process, hereby agrees as follows.
1. The undersigned's biographical information furnished to DBSI and included in the Company's Registration Statement, No. 333-125873, originally filed with the Securities Exchange Commission on June 16, 2005, as amended, is true and accurate in all respects, does not omit any material information with respect to the undersigned's background and contains all of the information required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned's Questionnaire furnished to DBSI is true and accurate in all respects. The undersigned represents and warrants that:
(a) he is not subject to or a respondent in any legal action for, any injunction cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
(b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and
(c) he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
2. The undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to DBSI and its legal representatives or agents (including any investigative search firm retained by DBSI) any information they may have about the undersigned's background and finances ("Information"), purely for the purposes of the Company's IPO (and shall thereafter hold such information confidential). Neither DBSI nor its agents shall be violating the undersigned's right of privacy in any manner in requesting and obtaining the Information and the undersigned hereby releases them from liability for any damage whatsoever in that connection.
3. The undersigned is not subject to any non-competition or non-solicitation agreement with any employer or prior employer which could materially affect the undersigned's ability to be a stockholder immediately prior to the IPO, employee, officer and/or director of the Company.
[Remainder of Page Intentionally Left Blank.]
IN WITNESS WHEREOF, the undersigned has executed this Letter Agreement as of the date first written above.
| Robert M. Chefitz |
[SIGNATURE PAGE TO LETTER AGREEMENT]
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- Exhibit 10.19
