BETWEENUnderwriting Agreement • May 20th, 2005 • Coconut Palm Acquisition Corp. • 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 • May 20th, 2005 • Coconut Palm Acquisition Corp. • 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 • May 20th, 2005 • Coconut Palm Acquisition Corp. • 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 • May 20th, 2005 • Coconut Palm Acquisition Corp. • 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.
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.
Ex 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the ____ day of June, 2005, by and among Coconut Palm Acquisition Corp., a Delaware corporation (the "COMPANY") and the undersigned...Registration Rights Agreement • May 20th, 2005 • Coconut Palm Acquisition Corp. • New York
