BETWEENUnderwriting Agreement • August 2nd, 2005 • Coconut Palm Acquisition Corp. • Blank checks • New York
EX 4.5 WARRANT AGREEMENT Agreement made as of _____________, 2005 between Coconut Palm Acquisition Corp., a Delaware corporation, with offices at 595 South Federal Highway, Suite 600, Boca Raton, Florida, 33432 ("Company"), and Continental Stock...Warrant Agreement • August 2nd, 2005 • Coconut Palm Acquisition Corp. • Blank checks • New York
Ex 10.7 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2005 by and between Coconut Palm Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • August 26th, 2005 • Coconut Palm Acquisition Corp. • Blank checks • New York
EX 10.8 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005 ("Agreement"), by and among RPCP INVESTMENTS, LLLP ("Existing Stockholder") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent")....Stock Escrow Agreement • May 20th, 2005 • Coconut Palm Acquisition Corp. • New York
EX 1.2 SELECTED DEALERS AGREEMENT Dear Sirs: 1. Registration under the Securities Act of 1933, as amended ("Act"), of the 10,000,000 Units* of Coconut Palm Acquisition Corp. ("Company"), as more fully described in the Preliminary Prospectus, dated...Selected Dealers Agreement • May 20th, 2005 • Coconut Palm Acquisition Corp. • New York
OFPurchase Option Agreement • August 2nd, 2005 • Coconut Palm Acquisition Corp. • Blank checks • New York
May 18, 2005 Morgan Joseph & Co. Inc. 600 Fifth Avenue, 19th Floor New York, New York 10020 Re: COCONUT PALM ACQUISITION CORP. Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("WARRANTS") of Coconut Palm...Warrant Purchase Agreement • May 20th, 2005 • Coconut Palm Acquisition Corp.
This letter will confirm the agreement of the undersigned to purchase warrants ("WARRANTS") of Coconut Palm Acquisition Corp. ("COMPANY") included in the units ("UNITS") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless Morgan Joseph & Co. Inc. ("MORGAN JOSEPH") and EarlyBirdCapital, Inc. inform the Company of their decision to allow earlier separate trading.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 1st, 2008 • Equity Media Holdings CORP • Television broadcasting stations • Delaware
This Asset Purchase Agreement (the “Agreement”) is made this 24th day of June, 2008, by and between Borger Broadcasting, Inc. (the “Seller”), and Luken Communications, LLC (“Buyer”).
Royal Palm Capital Management, LLLP 595 South Federal Highway Suite 600 Boca Raton, Florida 33432 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial...Office Space and Support Agreement • May 20th, 2005 • Coconut Palm Acquisition Corp.
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 Coconut Palm Acquisition Corp. ("CPAC") and continuing until the earlier of the consummation by CPAC of a "Business Combination" or CPAC's liquidation (as described in CPAC's IPO prospectus) (the "Termination Date"), Royal Palm Capital Management, LLLP shall make available to CPAC certain office space, utilities and secretarial support as may be required by CPAC from time to time, situated at 595 South Federal Highway, Suite 600, Boca Raton, Florida 33432. In exchange therefore, CPAC shall pay Royal Palm Capital Management, LLLP the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
RPCP INVESTMENTS, LLLPWaiver of Conversion Rights • August 2nd, 2005 • Coconut Palm Acquisition Corp. • Blank checks
Each of the undersigned hereby waives its or his right to exercise conversion rights with respect to any shares of the Company's common stock owned by the undersigned, directly or indirectly, and agrees that it or he will not seek conversion with respect to such shares in connection with any vote to approve a business combination (as is more fully described in the Company's Prospectus relating to the Company's initial public offering).
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2007 • Equity Media Holdings CORP • Television broadcasting stations • Florida
This Employment Agreement (the “Agreement”) is entered into as of May 7, 2007 (“Effective Date”), by and between Mark Dvornik, residing at 2641 Round Table Boulevard, Lewisville, Texas 75056 (“Employee”), and Equity Media Holdings Corporation, a Delaware corporation (“Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2007 • Equity Media Holdings CORP • Blank checks • Arkansas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and effective as of March 30, 2007, between EQUITY MEDIA HOLDINGS CORPORATION, a Delaware corporation (the “Parent” or the “Company”) and GREGORY FESS, a resident of the State of Arkansas (the “Employee”).
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 16th, 2007 • Coconut Palm Acquisition Corp. • Blank checks • California
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 23, 2005, is by and among:
THIRD AMENDED AND RESTATED CREDIT AGREEMENT among EQUITY MEDIA HOLDINGS CORPORATION, ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO and SUCH OTHER OF THEIR AFFILIATES WHO FROM TIME TO TIME MAY BECOME PARTIES HERETO, as Borrowers, SPCP GROUP, LLC, SPF...Credit Agreement • March 31st, 2008 • Equity Media Holdings CORP • Television broadcasting stations • California
SPCP GROUP, LLC, a Delaware limited liability company ("SPCP"), SPF CDO I, LLC, a Delaware limited liability company ("SPF"), FIELD POINT III, LTD., a Cayman Islands limited liability company ("FPIII"), FIELD POINT IV, LTD., a Cayman Islands limited liability company ("FPIV"), WELLS FARGO FOOTHILL, INC., a California corporation ("WFF"), and the other financial institutions which are now, or in accordance with Article XII hereafter become, parties hereto and "Lenders" hereunder (collectively, "Lenders" and each individually, a "Lender");
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND FORBEARANCE AGREEMENTCredit Agreement • April 1st, 2008 • Equity Media Holdings CORP • Television broadcasting stations • California
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AND FORBEARANCE AGREEMENT (this "Agreement") is made as of the 19th day of March, 2008, by and among
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENTCredit Agreement • March 16th, 2007 • Coconut Palm Acquisition Corp. • Blank checks • California
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENT (this “Amendment”), dated as of July 25, 2005, is by and among:
OPTION AGREEMENT PURSUANT TO THE EQUITY MEDIA HOLDINGS CORPORATIONOption Agreement • August 20th, 2007 • Equity Media Holdings CORP • Television broadcasting stations • Florida
AGREEMENT (this “Agreement”), dated as of May 9, 2007, by and between Equity Media Holdings Corporation, a Delaware Corporation, whose principal place of business is Palm Beach County Florida (the “Company”) and Thomas M. Arnost (the “Participant”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENTCredit Agreement • March 15th, 2007 • Coconut Palm Acquisition Corp. • Blank checks • California
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENT (this “Amendment”), dated as of July 25, 2005, is by and among:
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2007 • Equity Media Holdings CORP • Television broadcasting stations • Florida
This Employment Agreement (the “Agreement”) is entered into as of May 9, 2007, (“Effective Date”), by and between Thomas M. Arnost, residing at 5226 Shoshone Avenue, Encino, California 91316, (“Employee”), and Equity Media Holdings Corporation, a Delaware corporation (“Company”).
VOTING AGREEMENT AND PROXYVoting Agreement and Proxy • April 13th, 2006 • Coconut Palm Acquisition Corp. • Blank checks • Delaware
THIS VOTING AGREEMENT AND PROXY (this “Agreement”) is made and effective as of ___, 2006, between Coconut Palm Acquisition Corp., a Delaware corporation (“Coconut Palm”) and the undersigned shareholder (the “Shareholder”) of Equity Broadcasting Corporation, an Arkansas corporation (“EBC “).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 21st, 2007 • Equity Media Holdings CORP • Television broadcasting stations • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of August 6, 2007, by and between Renard Communications Corp. (“Seller”) and EBC Buffalo, Inc. (“Buyer”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 15th, 2007 • Coconut Palm Acquisition Corp. • Blank checks • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of April, 2006 by and among Logan 12, Inc. (“Logan 12”) and Price Broadcasting, Inc. (“Price”), both Arkansas corporations (collectively, the “Seller”); Equity Broadcasting Corporation (“Equity”), for the limited purpose set forth in Sections 6.2, 7.6 and 8.20; and Univision Television Group, Inc., a Delaware corporation (“Buyer”).
Consulting AgreementConsulting Agreement • July 1st, 2008 • Equity Media Holdings CORP • Television broadcasting stations • Arkansas
Consulting Agreement (this “Agreement”) is entered into as of June 24, 2008, by and between Equity Media Holdings Corporation, a Delaware corporation having offices at 1 Shackleford Drive, Suite 400, Little Rock, Arkansas 72111 (“EMHC”), and Larry Morton, residing at 39 River Estates Cove, Little Rock, Arkansas 72223 (“Consultant”).
AMENDED AND RESTATED WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • January 23rd, 2007 • Coconut Palm Acquisition Corp. • Blank checks • New York
This Amended and Restated Warrant Clarification Agreement (this “Agreement”), dated as of January 17,2007, is between Coconut Palm Acquisition Corp., a Delaware corporation, with offices at 595 South Federal Highway, Suite 500, Boca Raton, Florida, 33432 (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
ContractWarrant Agreement • June 27th, 2007 • Equity Media Holdings CORP • Television broadcasting stations • Florida
THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 1st, 2008 • Equity Media Holdings CORP • Television broadcasting stations • Delaware
THIS WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of the 24th day of June 2008, by and between Equity Media Holdings Corporation, a Delaware corporation (“Company”), and Luken Communications, LLC, a Tennessee limited liability company (“Investor”).
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND FORBEARANCE AGREEMENTCredit Agreement • July 1st, 2008 • Equity Media Holdings CORP • Television broadcasting stations • California
THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND FORBEARANCE AGREEMENT (this "Agreement") is made as of the 24th day of June, 2008, by and among
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 15th, 2007 • Coconut Palm Acquisition Corp. • Blank checks • California
SILVER POINT FINANCE, LLC Two Greenwich Plaza Greenwich, CT 06830 Dated as of March 19, 2008First Amendment to Third Amended and Restated Credit Agreement and Forbearance Agreement • March 31st, 2008 • Equity Media Holdings CORP • Television broadcasting stations • California
EQUITY MEDIA HOLDINGS CORPORATION UNIT PURCHASE AGREEMENTUnit Purchase Agreement • June 27th, 2007 • Equity Media Holdings CORP • Television broadcasting stations • Florida
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is made as of the 21st day of June, 2007, by and among Equity Media Holdings Corporation, a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 18th, 2006 • Coconut Palm Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), is dated as of May 5, 2006, among COCONUT PALM ACQUISITION CORP., a Delaware corporation (“Coconut Palm”), EQUITY BROADCASTING CORPORATION, an Arkansas corporation (“EBC”) and certain shareholders of EBC who are signatories to this Amendment (collectively, the “Major EBC Shareholders”). All terms not defined herein shall have the meaning ascribed to them in the Agreement and Plan of Merger which is referenced below.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 2008 • Equity Media Holdings CORP • Television broadcasting stations • Delaware
ContractConsulting Agreement • August 18th, 2006 • Coconut Palm Acquisition Corp. • Blank checks
This Consulting Agreement (“Agreement”) shall commence upon the 5th day of June 2006 (the Effective Date), between Jones-Sagansky Broadcast Group, LLC (“JSBG”), a Delaware Limited Liability Company, and Coconut Palm Acquisition Corporation (“Coconut Palm”), a company that is publicly traded over-the-counter and is based in Boca Raton, Florida.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 8th, 2008 • Equity Media Holdings CORP • Television broadcasting stations • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), made as of this 3rd day of April, 2008, is by and between EBC SOUTHWEST FLORIDA, INC., an Arkansas corporation (“Seller”), LUKEN COMMUNICATIONS, LLC, a Tennessee limited liability company (“Buyer”), and Henry Luken, an individual, for the limited purpose set forth under Section 4.8.
Agreement to File SchedulesAgreement to File Schedules • December 1st, 2006 • Coconut Palm Acquisition Corp. • Blank checks
Coconut Palm Acquisition Corp., a company formed under the laws of the State of Delaware (“Coconut Palm”), hereby agrees to provide supplementally to the United States Securities and Exchange Commission (“SEC”), such schedules to the Agreement and Plan of Merger dated as of April 7, 2006 by and among Coconut Palm, Equity Broadcasting Corporation and certain shareholders of Equity Broadcasting Corporation, as the SEC may request.
