0001047469-05-003110 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • February 10th, 2005 • 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 Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York, NY, 10004 ("Warrant Agent").

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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • February 10th, 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 Continental Stock Transfer & Trust Company ("Escrow Agent").

INVESTMENT MANAGEMENT TRUST AGREEMENT
Management Trust Agreement • February 10th, 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 Continental Stock Transfer & Trust Company ("Trustee").

WARRANT PURCHASE PARTICIPATION AGREEMENT
Warrant Purchase Participation Agreement • February 10th, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks • Texas

THIS WARRANT PURCHASE PARTICIPATION AGREEMENT (the "Participation Agreement") is made as of September 30, 2004, by and among W. Donald Brunson ("Brunson"), Cary M. Grossman ("Grossman"), Jeffrey P. Sangalis ("Sangalis") and Scott Clingan ("Clingan").

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