0001047469-05-001336 Sample Contracts

4,000,000 Units1 COASTAL BANCSHARES ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • January 24th, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • January 24th, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of , 2005 ("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 Southwest Bank of Texas, N.A. ("Escrow Agent").

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 24th, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks • New York

This Agreement is made as of , 2005 by and between Coastal Bancshares Acquisition Corp. (the "Company") and Southwest Bank of Texas, N.A. ("Trustee").

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