SUBSCRIPTION
AGREEMENT
Coastal Bancshares
Acquisition Corp.
April 5, 2006
Coastal
Bancshares Acquisition Corp.
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 warranties other than those contained in
Section 5 hereof and understands that the offering of the
Shares (the “ Offering ”) is being made without
registration of the Shares under the Securities Act of 1933, as
amended (the “ Securities Act ”), or any
securities, “blue sky” or other similar laws of any
state or foreign jurisdiction (“ State Securities Laws
”).
1.
Subscription. Subject to the terms and conditions of this
Subscription Agreement, the Subscriber agrees to purchase the
Shares in the amount and for the purchase price indicated by the
Subscriber’s name on the signature page of this Subscription
Agreement upon the Effective Time of the Merger (the “
Effective Date ”). The Subscriber agrees that upon the
Effective Date this Subscription Agreement shall be irrevocable and
shall survive the death, dissolution or legal incapacity of the
Subscriber.
2.
Payment for
Shares. Upon the
Effective Date, the Subscriber shall deliver to the Company the
consideration (“ Purchase Price ”) required to
purchase the Shares subscribed for under this Subscription
Agreement. Payment of the Purchase Price shall be made by delivery
to the Company of a check made payable to the Company in the amount
indicated by the Subscriber’s name on the signature page of
this Subscription Agreement.
3.
Funds.
If the conditions of the sale of the
Shares specified in Section 4 are not timely satisfied in
full (or waived), the subscription shall be void, all funds
received from the Subscriber shall be promptly returned to
Subscriber, and the Subscriber shall not become a stockholder of
the Company.
4.
Acceptance of
Subscription. The
Subscriber understands and acknowledges that (a) the subscription
is subject to the Closing of the Merger, (b) the subscription
shall not be valid unless and until the Merger is consummated, and
(c) notwithstanding anything in this Subscription Agreement to
the contrary, the Company shall have no obligation to issue the
Shares to the Subscriber if the issuance of the Shares to the
Subscriber would constitute a violation of the Securities Act or
any State Securities Laws.
5.
Representations and
Warranties of the Company. The Company represents and warrants
that:
(a) The Company is duly organized, validly existing
and in good standing under the laws of its state of organization,
with full power and authority to conduct its business as it is
currently being conducted and to own its assets. The Company is
also duly qualified to do business, and in good standing as a
foreign entity authorized to do business, in all jurisdictions in
which a failure to so qualify would have a material adverse effect
on the business condition (financial or otherwise), earnings,
properties, or results of operations of the Company, taken as a
whole.
(b) The Shares will have been duly authorized and,
when issued and paid for in accordance with the terms set out in
this Subscription Agreement, will be duly issued, fully paid and
nonassessable.
(c) As of the date of this Subscription Agreement,
the Company has issued and outstanding (i) 4,447,833 shares of
common stock par value $0.01 per share (“ Company Common
Stock ”), (ii) no shares of preferred stock, (iii)
2,072,167 units (each unit (“ Unit ”) consisting
of one share of common stock and two warrants (each warrant
entitles the holder to purchase one share of common stock at a
price of $5.00 per share), (iv) warrants to
purchase 6,895,666 shares of Company Common
Stock and (v) an option granted to I-Bankers Securities
Incorporated and Newbridge Securities Corporation or their
affiliates to purchase 325,000 Units. Other than the foregoing
units, Company Common Stock, Units, warrants and option, the
Company has not issued any other shares of its capital stock and
there are no outstanding options, warrants, subscriptions or other
rights or obligations to purchase or acquire any of such shares,
nor any outstanding securities convertible into or exchangeable for
such shares.
6.
Representations and
Warranties of the Subscriber. The Subscriber represents and warrants to and
covenants with the Company and each officer, director, stockholder
and agent of the Company as follows:
(i) The Subscriber has all requisite authority to
enter into this Subscription Agreement and to perform all of the
obligations required to be performed by the Subscriber under this
Subscription Agreement.
(ii) The Subscriber is the sole party in interest and
is not acquiring the Shares as an agent or otherwise for any other
person. The Subscriber is a resident of the jurisdiction set forth
opposite its name on the signature page of this Subscription
Agreement and (A) if a corporation, partnership, trust or
other form of business organization, it has its principal office
within that jurisdiction, (B) if an individual, he or she has
his or her principal residence in that jurisdiction, and
(C) if a corporation, partnership, trust or other form of
business organization that was organized for the specific purpose
of acquiring the Shares, all of the beneficial owners are residents
of that jurisdiction.
(iii) The Subscriber acknowledges that there are no
consents or approvals of governmental authorities or third parties
that are required for the execution and delivery of this
Subscription Agreement by him; the execution of this Subscription
Agreement by the Subscriber shall not constitute a default under
any material contract or agreement to which the Subscriber is
bound; and no agreement or obligation exists that affects the
Subscriber that has the effect of restricting the ability of the
Subscriber to perform its obligations under this Subscription
Agreement.
(iv) The Subscriber acknowledges that there is no
litigation, action, suit, arbitration, governmental investigation
or other proceeding pending or, to the best knowledge of the
Subscriber threatened, to which the Subscriber is party that, if
adversely determined, could have a material adverse effect on, or
enjoin, restrict or otherwise prevent, the consummation of any of
the transactions contemplated by this Subscription Agreement or the
ability of the Subscriber to perform its obligations under this
Subscription Agreement.
(v) The Subscriber acknowledges that this
Subscription Agreement and all agreements, instruments and
documents executed by the Subscriber or to be caused to be executed
by the Subscriber in connection therewith will be duly authorized,
executed and delivered by, are binding upon the Subscriber and are
enforceable against the Subscriber in accordance with their
terms.
(vi) The Subscriber acknowledges that (A) it has the
authority to enter into this Subscription Agreement and consummate
the transactions provided herein, and (B) nothing prohibits or
restricts the right or ability of the Subscriber to close the
transactions contemplated by this Subscription Agreement and carry
out the terms hereof. The Subscriber acknowledges that neither this
Subscription Agreement, nor any agreement, document or instrument
executed or to be executed in connection with the same, nor
anything provided in or contemplated by this Subscription Agreement
or any such other agreement, document or instrument, does now or
shall hereafter breach, invalidate, cancel, make inoperative or
interfere with, or result in the acceleration or maturity of, any
contract, agreement, lease, easement, right or interest, affecting
or relating to the Subscriber.
(vii) The Subscriber acknowledges that there are no
bankruptcy or insolvency proceedings pending or contemplated by or
against him.
(b)
Information Concerning the
Company .
(i) The Subscriber understands that the Company is a
special purpose acquisition company and has no current business or
material assets ot
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