0000930413-05-005480 Sample Contracts

BETWEEN

Underwriting Agreement • August 2nd, 2005 • Coconut Palm Acquisition Corp. • Blank checks • New York

• Contract Type
  Underwriting Agreement
• Filed
  August 2nd, 2005
• Company
  Coconut Palm Acquisition Corp.
• Industry
  Blank checks
• Jurisdiction
  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

• Contract Type
  Warrant Agreement
• Filed
  August 2nd, 2005
• Company
  Coconut Palm Acquisition Corp.
• Industry
  Blank checks
• Jurisdiction
  New York

OF

Purchase Option Agreement • August 2nd, 2005 • Coconut Palm Acquisition Corp. • Blank checks • New York

• Contract Type
  Purchase Option Agreement
• Filed
  August 2nd, 2005
• Company
  Coconut Palm Acquisition Corp.
• Industry
  Blank checks
• Jurisdiction
  New York

RPCP INVESTMENTS, LLLP

Waiver of Conversion Rights • August 2nd, 2005 • Coconut Palm Acquisition Corp. • Blank checks

• Contract Type
  Waiver of Conversion Rights
• Filed
  August 2nd, 2005
• Company
  Coconut Palm Acquisition Corp.
• Industry
  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).