Ex 10.11
May 18, 2005
▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: COCONUT PALM ACQUISITION CORP.
Gentlemen:
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. ("▇▇▇▇▇▇ ▇▇▇▇▇▇") and
EarlyBirdCapital, Inc. inform the Company of their decision to allow earlier
separate trading.
The undersigned agree that this letter agreement constitutes an
irrevocable order for the undersigned to purchase through ▇▇▇▇▇▇ ▇▇▇▇▇▇ for the
account or accounts of the undersigned, within the forty trading-day period
commencing on the date separate trading of the Warrants commences ("SEPARATION
DATE"), as many Warrants as are available for purchase at market prices not to
exceed $0.70 per Warrant, subject to a maximum Warrant purchase obligation equal
to, in the aggregate, 2,000,000 Warrants ("MAXIMUM WARRANT PURCHASE"). ▇▇▇▇▇▇
▇▇▇▇▇▇ agrees to fill such order in such amounts and at such times as it may
determine in its sole discretion during the forty trading-day period commencing
on the Separation Date. ▇▇▇▇▇▇ ▇▇▇▇▇▇ further agrees that it will not charge the
undersigned any fees and/or commissions with respect to such purchase
obligation.
▇▇▇▇▇▇ ▇▇▇▇▇▇ will promptly notify the undersigned of any purchase of
Warrants hereunder so that the undersigned can comply with applicable reporting
requirements on a timely basis.
The undersigned may notify ▇▇▇▇▇▇ ▇▇▇▇▇▇ that all or part of the Maximum
Warrant Purchase will be made by an affiliate of any of the undersigned (or
another person or entity introduced to ▇▇▇▇▇▇ ▇▇▇▇▇▇ by an undersigned (a
"DESIGNEE")) who (or which) has an account at ▇▇▇▇▇▇ ▇▇▇▇▇▇ and, in such event,
▇▇▇▇▇▇ ▇▇▇▇▇▇ will make such purchase on behalf of said affiliate or Designee;
provided, however, that the undersigned hereby agree to make payment of the
purchase price of such purchase and to fulfill the Maximum Warrant Purchase in
the event and to the extent that the affiliate or Designee fails to make such
payment or such purchase.
Each of the undersigned agrees that neither he nor any of his affiliates
or Designees shall sell or transfer the Warrants until after the consummation of
a merger, capital stock exchange, asset acquisition or other similar business
combination with an operating business and acknowledges that, at the option of
▇▇▇▇▇▇ ▇▇▇▇▇▇, the certificates for such Warrants shall contain a legend
indicating such restriction on transferability.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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