0000950144-07-000473 Sample Contracts

AMENDED AND RESTATED WARRANT CLARIFICATION AGREEMENT
Warrant 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”).

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UNIT PURCHASE OPTION CLARIFICATION AGREEMENT
Unit Purchase Option Clarification Agreement • January 23rd, 2007 • Coconut Palm Acquisition Corp. • Blank checks • New York

This Unit Purchase Option Clarification Agreement (this “Agreement”), dated as of January 17, 2007, is among Coconut Palm Acquisition Corp., a Delaware corporation, with offices at 595 South Federal Highway, Suite 500, Boca Raton, Florida, 33432 (the “Company”) and Morgan Joseph & Co. Inc. (“Morgan Joseph”), EarlyBirdCapital, Inc. (“EarlyBird”), David Nussbaum (“Nussbaum”) and Steven Levine (“Levine” with Morgan Joseph, EarlyBird, Nussbaum and Levine referred to collectively as the “Option Holders”).

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