EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 14th day of February, 2005, by and among: Coastal Bancshares Acquisition Corp., a Delaware corporation (the "Company"); and the...Registration Rights Agreement • March 31st, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
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").
Exhibit 10.2 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is entered into as of the 7th day of April, 2005 by and among Coastal Bancshares Acquisition Corp., a Delaware corporation (the...Registration Rights Agreement • May 9th, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks
EXHIBIT 1.1 4,800,000 Units (1) COASTAL BANCSHARES ACQUISITION CORP. UNDERWRITING AGREEMENT February 14, 2005 I-Bankers Securities Incorporated Newbridge Securities Corporation As Representatives of the several Underwriters named in Schedule I hereto...Coastal Bancshares Acquisition Corp. • March 31st, 2005 • Blank checks • New York
EXHIBIT 4.5 WARRANT AGREEMENT Agreement made as of February 18, 2005 between Coastal Bancshares Acquisition Corp., a Delaware corporation, with offices at 9821 Katy Freeway, Suite 500, Houston, Texas ("Company"), and Continental Stock Transfer & Trust...Warrant Agreement • March 31st, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
EXHIBIT 10.8 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of February 18, 2005 by and between Coastal Bancshares Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • March 31st, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
4,000,000 Units1 COASTAL BANCSHARES ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
Exhibit 10.3 AMENDMENT TO STOCK ESCROW AGREEMENT AMENDMENT TO STOCK ESCROW AGREEMENT, dated as of April 7, 2005 ("Amendment"), by and among COASTAL BANCSHARES ACQUISITION CORP., a Delaware corporation ("Company"), CARY M. GROSSMAN, COASTAL...Stock Escrow Agreement • May 9th, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks
WARRANT AGREEMENTWarrant 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").
4,000,000 Units1 COASTAL BANCSHARES ACQUISITION CORP. UNDERWRITING AGREEMENT , 2004Coastal Bancshares Acquisition Corp. • September 27th, 2004 • 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
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").
Exhibit 10.1 FINANCIAL ADVISORY AGREEMENT This Financial Advisory Agreement (the "Agreement") is made as of February 17, 2005 by and between Coastal Bancshares Acquisition Corp., a Delaware corporation (the "Company" or "CBAC"), and Sanders Morris...Financial Advisory Agreement • May 9th, 2005 • Coastal Bancshares Acquisition Corp. • Blank checks • Texas
STOCK ESCROW AGREEMENTStock 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").
I-BANKERS SECURITIES INCORPORATED 3340 Indian Creek Court Ft. Worth, TX 76810 SELECTED DEALERS AGREEMENTDealers Agreement • September 27th, 2004 • Coastal Bancshares Acquisition Corp. • Blank checks • New York
August 4, 2004 Coastal Acquisition, LLC 9821 Katy Freeway, Suite 500 Houston, Texas 77024 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public...Coastal Bancshares Acquisition Corp. • March 31st, 2005 • 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, Sutie 500, Houston, Texas 77024. In exchange therefore, the Company shall pay Coastal Acquisition, LL
INVESTMENT MANAGEMENT TRUST AGREEMENTManagement 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").
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2006 • Coastal Bancshares Acquisition Corp. • National commercial banks • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 8th day of August, 2006, by and between Coastal Bancshares Acquisition Corp., a Delaware corporation (the “Company”) and Cary M. Grossman, a resident of Texas (the “Executive”).
COASTAL BANCSHARES ACQUISITION CORP. August 3, 2004Coastal Bancshares Acquisition Corp. • September 27th, 2004 • 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
WARRANT PURCHASE PARTICIPATION AGREEMENTWarrant 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").
SUBSCRIPTION AGREEMENT Coastal Bancshares Acquisition Corp. April 5, 2006Subscription Agreement • May 12th, 2006 • Coastal Bancshares Acquisition Corp. • National commercial banks • Delaware
The undersigned (the “Subscriber”) understands that Coastal Bancshares Acquisition Corp., a Delaware corporation (the “Company”), is offering for sale to the Subscriber shares of its common stock, par value $0.01 per share (the “Shares”). This offer is being made in connection with and as a condition to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 5, 2006, by and between the Company, Coastal Merger Corp., a Texas corporation (the “Merger Sub”), and Intercontinental Bank Shares Corporation, a Texas corporation (“Intercontinental”), pursuant to which the Merger Sub will merge with and into Intercontinental and Intercontinental will be the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”). Terms with their initial letter capitalized and not otherwise defined herein shall have the meanings given them in the Merger Agreement. The Subscriber acknowledges that it is not acting on the basis of any representations or warra
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2006 • Coastal Bancshares Acquisition Corp. • National commercial banks • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 5th day of April, 2006, by and among Intercontinental National Bank, a national bank chartered under the laws of the United States (the “Bank”), Intercontinental Bank Shares Corporation, a Texas corporation (the “Company”), Coastal Bancshares Acquisition Corp., a Delaware corporation (“Coastal”), and Richard E. Burciaga, a resident of Texas (the “Executive”).
INTERCONTINENTAL BANK SHARES CORPORATIONCoastal Bancshares Acquisition Corp. • November 7th, 2006 • National commercial banks
Reference is made to that certain Agreement and Plan of Reorganization dated April 5, 2006, as amended by the First Amendment to Agreement and Plan of Reorganization (together the “Agreement”), by and between Coastal Bancshares Acquisition Corp. (the “Parent”) and Intercontinental Bank Shares Corporation (the “Company”). Capitalized terms used but not defined in this letter shall have the meaning assigned such term in the Agreement.
Coastal Bancshares Acquisition Corp.Coastal Bancshares Acquisition Corp. • September 14th, 2006 • National commercial banks
A merger agreement was executed on April 5, 2006 between Coastal Bancshares Acquisition Corp. (“Coastal”) and Intercontinental Bank Shares Corporation. Proxy materials will be mailed to you in the next few weeks for your consideration. Following the merger, Coastal stockholders will continue to hold the Coastal securities they currently own.
QuickLinks -- Click here to rapidly navigate through this documentCoastal Bancshares Acquisition Corp. • September 27th, 2004 • Blank checks
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2006 • Coastal Bancshares Acquisition Corp. • National commercial banks • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 5th day of April, 2006, by and between Intercontinental National Bank, a national bank chartered under the laws of the United States (the “Bank”), Intercontinental Bank Shares Corporation, a Texas corporation (the “Company”), and Steven J. Pritchard, a resident of Texas (the “Executive”).
COASTAL BANCSHARES ACQUISITION CORP. August , 2004Coastal Bancshares Acquisition Corp. • August 17th, 2004
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
