**EXHIBIT14****CODE OF ETHICS****1. Introduction**The Board of Directors of Coconut Palm Acquisition Corp. has adopted this code of ethics (the“Code”), which is applicable to all directors, officers and employees, to: **•** promote honest and ethical conduct, including the ethical handling of actual or apparentconflicts of interest between personal and professional relationships;  **•** promote the full, fair, accurate, timely and understandable disclosure in reports anddocuments that the Company files with, or submits to, the Securities and ExchangeCommission (“SEC”), as well as in other public communications made by or on behalf of theCompany;  **•** promote compliance with applicable governmental laws, rules and regulations;  **•** deter wrongdoing; and  **•** require prompt internal reporting of breaches of, and accountability for adherence to,this Code.This Code may be amended only by resolution of the Company’s Board of Directors. In this Code,references to the “Company” means Coconut Palm Acquisition Corp. (the “Parent”) and, in appropriatecontext, the Parent’s subsidiaries.**2. Honest, Ethical and Fair Conduct**Each person owes a duty to the Company to act with integrity. Integrity requires, among otherthings, being honest, fair and candid. Deceit, dishonesty and subordination of principle areinconsistent with integrity. Service to the Company never should be subordinated to personal gainand advantage.Each person must: **•** Act with integrity, including being honest and candid while still maintaining theconfidentiality of the Company’s information where required or in the Company’s interests.  **•** Observe all applicable governmental laws, rules and regulations.  **•** Comply with the requirements of applicable accounting and auditing standards, as well asCompany policies, in order to maintain the accuracy and completeness of the Company’sfinancial records and other business-related information and data.  **•** Adhere to a high standard of business ethics and not seek competitive advantage throughunlawful or unethical business practices.
 

 
 **•** Deal fairly with the Company’s customers, suppliers, competitors and employees.  **•** Refrain from taking advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts or any other unfair-dealingpractice.  **•** Protect the assets of the Company and ensure their proper use.  **•** Refrain from taking for themselves personally opportunities that are discovered throughthe use of corporate assets or using corporate assets, information or position for generalpersonal gain outside the scope of employment with the Company.  **•** Avoid conflicts of interest, wherever possible, except under guidelines approved by theBoard of Directors (or the appropriate committee of the Board). Anything that would be aconflict for a person subject to this Code also will be a conflict if it is related to amember of his or her family or a close relative. Examples of conflict of interestsituations include, but are not limited to, the following: **•** any significant ownership interest in any supplier or customer;  **•** any consulting or employment relationship with any customer, supplier orcompetitor;  **•** any outside business activity that detracts from an individual’s ability todevote appropriate time and attention to his or her responsibilities with theCompany;  **•** the receipt of any money, non-nominal gifts or excessive entertainment from anycompany with which the Company has current or prospective business dealings;  **•** being in the position of supervising, reviewing or having any influence on thejob evaluation, pay or benefit of any close relative;  **•** selling anything to the Company or buying anything from the Company, except onthe same terms and conditions as comparable officers or directors are permitted toso purchase or sell; and  **•** any other circumstance, event, relationship or situation in which the personalinterest of a person subject to this Code interferes — or even appears tointerfere — with the interests of the Company as a whole.**3. Disclosure**The Company strives to ensure that the contents of and the disclosures in the reports and documentsthat the Company files with the SEC and other public communications shall be full, fair, accurate,timely and understandable in accordance with applicable disclosure standards, including standardsof materiality, where appropriate. Each person must:
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 **•** not knowingly misrepresent, or cause others to misrepresent, facts about the Company toothers, whether within or outside the Company, including to the Company’s independentauditors, governmental regulators, self-regulating organizations and other governmentalofficials, as appropriate; and  **•** in relation to his or her area of responsibility, properly review and critically analyzeproposed disclosure for accuracy and completeness.In addition to the foregoing, the Chairman of the Board of Directors of the Parent and eachsubsidiary of Parent (or similar person performing similar functions), and each other person thattypically is involved in the financial reporting of the Company must familiarize himself or herselfwith the disclosure requirements applicable to the Company as well as the business and financialoperations of the Company.Each person must promptly bring to the attention of the Chairman of the Audit Committee of Parent’sBoard of Directors (or the Chairman of the Parent’s Board of Directors if no Audit Committeeexists) any information he or she may have concerning (a) significant deficiencies in the design oroperation of internal and/or disclosure controls which could adversely affect the Company’s abilityto record, process, summarize and report financial data or (b) any fraud, whether or not material,that involves management or other employees who have a significant role in the Company’s financialreporting, disclosures or internal controls.**4. Compliance**It is the Company’s obligation and policy to comply with all applicable governmental laws, rulesand regulations. It is the personal responsibility of each person to, and each person must, adhereto the standards and restrictions imposed by those laws, rules and regulations, including thoserelating to accounting and auditing matters.**5. Reporting and Accountability**The Board of Directors or Audit Committee, if one exists, of the Parent is responsible for applyingthis Code to specific situations in which questions are presented to it and has the authority tointerpret this Code in any particular situation. Any person who becomes aware of any existing orpotential breach of this Code is required to notify the Chairman of the Board of Directors or AuditCommittee promptly. Failure to do so is itself a breach of this Code.Specifically, each person must: **•** Notify the Chairman promptly of any existing or potential violation of this Code.  **•** Not retaliate against any other person for reports of potential violations that are madein good faith.
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The Company will follow the following procedures in investigating and enforcing this Code and inreporting on the Code: **•** The Board of Directors or Audit Committee, if one exists, will take all appropriateaction to investigate any breaches reported to it.  **•** If the Audit Committee, if one exists, determines (by majority decision) that a breachhas occurred, it will inform the Board of Directors.  **•** Upon being notified that a breach has occurred, the Board (by majority decision) willtake or authorize such disciplinary or preventive action as it deems appropriate, afterconsultation with the Audit Committee (if one exists) and/or General Counsel, up to andincluding dismissal or, in the event of criminal or other serious violations of law,notification of the SEC or other appropriate law enforcement authorities.No person following the above procedure shall, as a result of following such procedure, be subjectby the Company or any officer or employee thereof to discharge, demotion suspension, threat,harassment or, in any manner, discrimination against such person in terms and conditions ofemployment.**6. Waivers and Amendments**Any waiver (defined below) or an implicit waiver (defined below) from a provision of this Code forthe principal executive officer, principal financial officer, principal accounting officer orcontroller, and persons performing similar functions or any amendment (as defined below) to thisCode is required to be disclosed in the Company’s Annual Report on Form 10-K (or 10-KSB) or in aCurrent Report on Form 8-K filed with the SEC.A “waiver” means the approval by the Company’s Board of Directors of a material departure from aprovision of the Code. An “implicit waiver” means the Company’s failure to take action within areasonable period of time regarding a material departure from a provision of the Code that has beenmade known to an executive officer of the Company. An “amendment” means any amendment to this Codeother than minor technical, administrative or other non-substantive amendments hereto.All persons should note that it is not the Company’s intention to grant or to permitwaivers from the requirements of this Code. The Company expects full compliance with this Code.**7. Other Policies and Procedures**Any other policy or procedure set out by the Company in writing or made generally known toemployees, officers or directors of the Company prior to the date hereof or hereafter are separaterequirements and remain in full force and effect.**8. Inquiries**All inquiries and questions in relation to this Code or its applicability to particular people orsituations should be addressed to the Parent’s Secretary.
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