Waiver of Conversion Rights Agreement between Coconut Palm Acquisition Corp. and Shareholders

Summary

This agreement is between Coconut Palm Acquisition Corp. and certain shareholders, including RPCP Investments, LLLP and individual signatories. The shareholders agree to waive their rights to convert their shares of the company's common stock in connection with any vote to approve a business combination, as described in the company's IPO prospectus. This means they will not seek to exchange their shares for cash or other consideration if such a vote occurs.

EX-10.13 5 c37539_ex10-13.txt August 2, 2005 Coconut Palm Acquisition Corp. 595 South Federal Highway Suite 600 Boca Raton, Florida 33432 Re: Coconut Palm Acquisition Corp. ("Company") ------------------------------------------ Gentlemen: 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). Very truly yours, RPCP INVESTMENTS, LLLP By: /s/ Richard C. Rochon --------------------- Name: Richard C. Rochon Title: President /s/ Richard C. Rochon --------------------- Richard C. Rochon /s/ Stephen J. Ruzika --------------------- Stephen J. Ruzika /s/ Jack I. Ruff ---------------- Jack I. Ruff /s/ Mario B. Ferrari -------------------- Mario B. Ferrari /s/ Robert C. Farenhem ---------------------- Robert C. Farenhem