**SUBSCRIPTION
      AGREEMENT**





**Coastal
      Bancshares Acquisition Corp.**





April
      5,
      2006





Coastal
      Bancshares Acquisition Corp.


9821
      Katy
      Freeway


Suite
      500


Houston,
      Texas 77024





Ladies
      and Gentlemen:





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:





(a)  General .





(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.


2





(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.


3





(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 other than cash, its rights
      and
      obligations under the Merger Agreement and the capital stock of its
      subsidiaries. The Subscriber is the Chief Executive Officer of Intercontinental,
      is familiar with the proposed business, properties, operations and prospects
      of
      Intercontinental and, at a reasonable time prior to the execution of this
      Subscription Agreement, has been afforded the opportunity to ask questions
      of
      and received satisfactory answers from the Company’s officers and directors, or
      other persons acting on the Company’s behalf, concerning the proposed business,
      properties, operations and prospects of the Company subsequent to the Merger
      and
      concerning the terms and conditions of the offering of the Shares and has asked
      any questions it desires to ask and all such questions have been answered to
      the
      full satisfaction of the Subscriber. The Subscriber acknowledges that,
      subsequent to the Merger, other than the cash of the Company remaining after
      the
      Merger, substantially all of the business properties and assets of the Company
      will be those of Intercontinental.





(ii)  The
      Subscriber understands that the purchase of the Shares involves various risks,
      including, but not limited to, those outlined in this Subscription
      Agreement.





(iii)  The
      Subscriber acknowledges and agrees that no representations or warranties have
      been made to the Subscriber by the Company as to the tax consequences of this
      investment, or as to profits, losses or cash flow that may be received or
      sustained as a result of this investment.





(iv)  All
      documents, records and books pertaining to a proposed investment in the Shares
      which the Subscriber has requested have been made available to the
      Subscriber.





(c)  Status
      of the Subscriber .





(i)  The
      Subscriber has such knowledge and experience in financial and business matters
      that the Subscriber is capable of evaluating the merits and risks of an
      investment in the Shares. The Subscriber is able to bear the economic risk
      of
      this investment. The Subscriber has had the opportunity to consult with the
      Subscriber’s own attorney, accountant and/or purchaser representative regarding
      this Subscriber’s investment in the Shares and their suitability for purchase by
      the Subscriber, and to the extent necessary, the Subscriber has retained, at
      the
      Subscriber’s own expense, and relied upon, such attorney, accountant and/or
      purchaser representative, or other appropriate professional advice, regarding
      the investment, tax and legal merits, risks and consequences of this
      Subscription Agreement and of purchasing and owning the Shares.





(ii)  The
      Subscriber represents that the Subscriber is **(CHECK
      EACH CATEGORY OF “ACCREDITED INVESTOR” BELOW, IF ANY, WHICH IS APPLICABLE TO THE
      SUBSCRIBER)** :





(
      )  A.
      a
      natural person whose individual net worth, or joint net worth with that person's
      spouse, at the time of his purchase exceeds $1,000,000;


4





(
      )  B.
      a
      natural person who had an individual income in excess of $200,000 in each of
      the
      two most recent years or joint income with that person's spouse in excess of
      $300,000 in each of those years and has a reasonable expectation of reaching
      the
      same income level in the current year;





(
      )  C.
      an
      organization described in Section 501(c)(3) of the Internal Revenue Code, a
      corporation, Massachusetts or similar business trust, or a partnership, with
      total assets in excess of $5,000,000, and which was not formed for the specific
      purpose of acquiring the Shares;





(
      )  D.
      a
      trust, with total assets in excess of $5,000,000 not formed for the specific
      purpose of acquiring the Shares whose purchase is directed by a person who
      has
      knowledge and experience in financial and business matters that he is capable
      of
      evaluating the merits and risks of an investment in Shares; or





(
      )  E.
      an
      entity in which all of the equity owners are Accredited Investors (as listed
      in
      categories (A)-(D)).





(iii)  The
      Subscriber agrees to furnish any additional information requested to assure
      compliance with applicable Federal and State Securities Laws in connection
      with
      the purchase and sale of the Shares.





(d)  Restrictions
      on Transfer or Sale of the Shares .





(i)  The
      Subscriber is acquiring the Shares described solely for the Subscriber’s own
      beneficial account, for investment purposes, and not with view to, or for resale
      in connection with, any distribution of the Shares. The Subscriber understands
      that the offer and the sale of the Shares has not been registered under the
      Securities Act or any State Securities Law by reason of specific exemptions
      under the provisions thereof that depend in part upon the investment intent
      of
      the Subscriber and of the other representations made by the Subscriber in this
      Subscription Agreement. The Subscriber understands that the Company is relying
      upon the representations, covenants and agreements contained in this
      Subscription Agreement (and any supplemental information) for the purposes
      of
      determining whether this transaction meets the requirements for those
      exemptions.





(ii)  The
      Subscriber understands that the Shares are “restricted securities” under
      applicable federal securities laws and that the Securities Act and the rules
      of
      the Securities and Exchange Commission (the “ Commission ”)
      provide in substance that the Subscriber may dispose of the Shares only pursuant
      to an effective registration statement under the Securities Act or an exemption
      therefrom, and the Subscriber understands that the Company has no obligation
      or
      intention to register any of the Shares purchased by the Subscriber or to take
      action so as to permit sales pursuant to the Securities Act (including Rule
      144). As a consequence, the Subscriber understands that there is no public
      market for the Shares and the Subscriber therefore must bear the economic risks
      of the investment in the Shares for an indefinite period of time. The Subscriber
      understands that the Subscriber may not at any time demand the purchase by
      the
      Company of the Subscriber’s Shares.


5





(iii)  The
      Subscriber agrees: (A) that the Subscriber will not sell, assign, pledge,
      give, transfer or otherwise dispose of the Shares or any interest therein,
      or
      make any offer or attempt to do any of the foregoing, except pursuant to a
      registration of the Shares under the Securities Act and all applicable State
      Securities Laws or in a transaction that is exempt from the registration
      provisions of the Securities Act and all applicable State Securities Laws;
      (B) that the Company and any transfer agent for the Shares shall not be
      required to give effect to any purported transfer of any of the Shares except
      upon compliance with the foregoing restrictions; and (C) that a legend in
      substantially the following form will be placed on the certificates representing
      the Shares, if any certificates are issued:





“ **THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES
      HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
      OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
      RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY
      TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT
      TO
      RULE 144 OF SUCH ACT.”**








(iv)  The
      Subscriber has not offered or sold any portion of the Shares subscribed for
      and
      has no present intention of dividing the Shares with others or of reselling
      or
      otherwise disposing of any portion of the Shares either currently or after
      the
      passage of a fixed or determinable period of time or upon the occurrence on
      nonoccurrence of any predetermined event or circumstance.





7.  **Survival
      and Indemnification.** All
      representations, warranties and covenants contained in this Agreement and the
      indemnification contained in this Section
      7 shall
      survive (a) the acceptance of this Subscription Agreement by the Company,
      (b) changes in the transactions, documents and instruments described in
      this Subscription Agreement that are not material or that are to the benefit
      of
      the Subscriber, and (c) the death or disability of the Subscriber. The
      Subscriber acknowledges the meaning and legal consequences of the
      representations, warranties and covenants in determining the Subscriber’s
      qualification and suitability to purchase the Shares. The Subscriber agrees
      to
      indemnify, defend and hold harmless the Company, and its stockholders, officers,
      directors, employees, agents and controlling persons, from and against any
      and
      all losses, claims, damages, liabilities, expenses (including attorneys’ fees
      and disbursements), judgments or amounts paid in settlement of actions arising
      out of or resulting from the untruth or any representation, or the breach of
      any
      warranty or covenant, made by the Subscriber in this Subscription Agreement.
      Notwithstanding the foregoing, however, no representation, warranty, covenant
      or
      acknowledgment made by the Subscriber shall in any manner be deemed to
      constitute a waiver of any rights granted to him under the Securities Act or
      State Securities laws.


6





8.  **Notices** .
      All
      notices and other communications provided for in this Subscription Agreement
      shall be in writing and shall be deemed to have been duly given if delivered
      personally or sent by registered or certified mail, return receipt requested,
      postage prepaid, telecopier, overnight air courier guaranteeing next day
      delivery, or electronic mail:





(a)  if
      to the
      Company, to it at the following address:





Coastal
      Bancshares Acquisition Corp.


9821
      Katy
      Freeway, Suite 500


Houston,
      Texas 77024


Attn:  Cary
      M.
      Grossman, Co-Chief Executive Officer





(b)  if
      to the
      Subscriber, to the address set forth on the signature page hereto, or at such
      other address as either party shall have specified by notice in writing to
      the
      other.





All
      notices and communications shall be deemed to have been duly given: at the
      time
      delivered by hand, if personally delivered; when receipt acknowledged, if
      mailed, telecopied, sent by electronic mail, or sent by overnight air courier.
      If a notice or communication is mailed in the manner provided above within
      the
      time prescribed, it is duly given, whether or not the addressee receives
      it.





9.  **Assignability.** This
      Subscription Agreement is not assignable by the Subscriber, and may not be
      modified, waived or terminated except by an instrument in writing signed by
      the
      party against whom enforcement of such modifications, waiver or termination
      is
      sought.





10.  **Binding
      Effect.** Except
      as otherwise provided in this Subscription Agreement, this Subscription
      Agreement shall be binding upon and inure to the benefit of the parties and
      their heirs, executors, administrators, successors, legal representatives and
      assigns, and the agreements, representations, warranties and acknowledgments
      contained in this Subscription Agreement shall be deemed to be made by and
      be
      binding upon such heirs, executors, administrators, successors, legal
      representatives and assigns. If the Subscriber is more than one person, the
      obligation of the Subscriber shall be joint and several and the agreements,
      representations, warranties and acknowledgments contained herein shall be deemed
      to be made by and be binding upon each such person and his heirs, executors,
      administrators and successors.





11.  **Entire
      Agreement** .
      This
      Subscription Agreement constitutes the entire agreement of the Subscriber and
      the Company relating to the matters contained herein, superseding all prior
      contracts or agreements, whether oral or written.





12.  **Governing
      Law.** This
      Subscription Agreement shall be governed and controlled as to the validity,
      enforcement, interpretations, construction and effect and in all other aspects
      by the substantive laws of the State of Delaware, without reference to conflicts
      of laws principles.


7





13.  **Severability.** If any
      provision of this Subscription Agreement or the application thereof to any
      subscriber or circumstance shall be held invalid or unenforceable to any extent,
      the remainder of this Subscription Agreement and the application of such
      provision to other subscriptions or circumstances shall not be affected thereby
      and shall be enforced to the greatest extent permitted by law.





14.  **Headings.** The
      headings in this Subscription Agreement are inserted for convenience and
      identification only and are not intended to describe, interpret, define, or
      limit the scope, extent or intent of this Subscription Agreement or any
      provision of this Subscription Agreement.





15.  **Counterparts.** This
      Subscription Agreement may be executed in any number of counterparts, each
      of
      which when so executed and delivered shall be deemed to be an original and
      all
      of which together shall be deemed to be one and the same
      agreement.





**[Signature
      page follows.]**


8





IN
      WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription
      Agreement to be effective as of the date first above written.





Common
      Stock: 74,075 Shares





Total
      Purchase Price: $500,000




Signature:
            /s/
              Steven J. PritchardSteven
              J. PritchardAddress:
            ________________________________________________________________Federal Tax ID No.:
                ____________________________[Please also complete and
              return a Form
              W-9 withthis Subscription
              Agreement]


**[Signature
        Page to Steven J. Pritchard Subscription
        Agreement]**










**AGREED
      TO AND ACCEPTED BY:**





COASTAL
      BANCSHARES ACQUISITION CORP.


By:
              /s/Cary
                  M. GrossmanName:
              Cary
                  M. GrossmanTitle:
              Chief
                  Executive Officer





**[Signature
      Page to Steven J. Pritchard Subscription Agreement]**