REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2004 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of , 2004, by and among: Coastal Bancshares Acquisition Corp., a Delaware corporation (the "Company"); and the undersigned parties listed under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").
4,000,000 Units1 COASTAL BANCSHARES ACQUISITION CORP. UNDERWRITING AGREEMENT , 2004Underwriting Agreement • September 27th, 2004 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
I-Bankers Securities Incorporated Newbridge Securities Corporation As Representatives of the several Underwriters named in Schedule I hereto c/o I-Bankers Securities Incorporated 3340 Indian Creek Court Ft. Worth, TX 76180
WARRANT AGREEMENTWarrant Agreement • September 27th, 2004 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
Agreement made as of , 2004 between Coastal Bancshares Acquisition Corp., a Delaware corporation, with offices at 9821 Katy Freeway, Suite 500, Houston, Texas ("Company"), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 ("Warrant Agent").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 27th, 2004 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2004 by and between Coastal Bancshares Acquisition Corp. (the "Company") and American Stock Transfer & Trust Company ("Trustee").
I-BANKERS SECURITIES INCORPORATED 3340 Indian Creek Court Ft. Worth, TX 76810 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • September 27th, 2004 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 27th, 2004 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2004 ("Agreement"), by and among COASTAL BANCSHARES ACQUISITION CORP., a Delaware corporation ("Company"), CARY M. GROSSMAN, COASTAL ACQUISITION, LLC, W. DONALD BRUNSON, SCOTT CLINGAN, FRED S. ZEIDMAN, JEFFREY P. SANGALIS (collectively "Initial Stockholders") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").
COASTAL BANCSHARES ACQUISITION CORP. August 3, 2004Acquisition Agreement • September 27th, 2004 • Coastal Bancshares Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Coastal Bancshares Acquisition Corp. (the "Company") and continuing (i) until the consummation by the Company of a "Business Combination" (as described in the Company's IPO prospectus), (ii) 18 months from commencement of the IPO if the Company does not effect a business combination, or (iii) 24 months from the consummation of the IPO if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months of commencement of the IPO and the Company has not effected a business combination, Coastal Acquisition LLC shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 9821 Katy Freeway, Suite 500, Houston, Texas 77024. In exchange therefore, the Company shall pay Coastal Acquisition LLC
QuickLinks -- Click here to rapidly navigate through this documentWarrant Purchase Agreement • September 27th, 2004 • Coastal Bancshares Acquisition Corp. • Blank checks
