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.
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.
May 15, 2006 Coconut Palm Acquisition Corp. 595 South Federal Highway, Suite 600 Boca Raton, FL 33432 Attention: Richard C. Rochon Ladies and Gentlemen:Merger Agreement • August 18th, 2006 • Coconut Palm Acquisition Corp. • Blank checks
We understand that Coconut Palm Acquisition Corp., a Delaware corporation (“CPAC” or the “Company”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Equity Broadcasting Corporation, an Arkansas corporation (“EBC” or the “Target”), and certain shareholders of EBC, pursuant to which EBC will merge with and into CPAC with CPAC remaining as the surviving corporation (the “Transaction”). Under the terms of the Merger Agreement, the total consideration is $267.4 million.
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • August 18th, 2006 • Coconut Palm Acquisition Corp. • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated as of August 17, 2006, is between Coconut Palm Acquisition Corp., a Delaware corporation, with offices at 595 South Federal Highway, Suite 600, 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”).
