Voting Agreement



 







Exhibit 10.2




VOTING AGREEMENT AND PROXY




     THIS VOTING AGREEMENT AND PROXY (this “Agreement”) is made and effective as of ___,
2006, between Coconut Palm Acquisition Corp., a Delaware corporation (“Coconut Palm”) and
the undersigned shareholder (the “Shareholder”) of Equity Broadcasting Corporation, an
Arkansas corporation (“EBC “).



Recitals




     This Agreement is entered into pursuant to Section 6.02 of that certain Agreement and
Plan of Merger dated as of the date hereof (the “Merger Agreement”) between EBC, Coconut
Palm, and certain shareholder of EBC, pursuant to which EBC will merge with and into Coconut Palm,
with Coconut Palm being the surviving corporation (the “Merger”), which Merger is subject
to certain conditions including without limitation the approval of the shareholders of EBC.



     The Shareholder is entering this Agreement for the purposes of inducing Coconut Palm to enter
into the Merger Agreement and effect the Merger.



Terms of Agreement




     In consideration of the premises and mutual covenants contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows.



     1. The Shareholder hereby agrees with Coconut Palm that, at any meeting of EBC’s shareholders
called for the purpose of acting upon approval of the Merger as contemplated by the Merger
Agreement, and at any adjournment or postponement thereof, or in any other circumstances upon which
the undersigned Shareholder’s vote, consent or approval is sought, the undersigned Shareholder will
vote (or cause to be voted) all shares of capital stock of EBC owned or controlled by the
undersigned, whether now owned or controlled or hereafter acquired or controlled (the
“Shares”), in favor of (i) approval of the Merger, (ii) adoption of the Merger Agreement
and (iii) approval of the other transactions contemplated by the Merger Agreement.



     2. Shareholder hereby agrees with Coconut Palm that at any meeting of EBC’s shareholders and
at any adjournment or postponement thereof or in any other circumstances upon which the undersigned
Shareholder’s vote, consent or approval is sought, the undersigned Shareholder shall vote (or cause
to be voted) such Shareholder’s Shares against (i) alternative transactions to the Merger,
including any merger agreement or merger (other than the Merger Agreement and the Merger),
consolidation, combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by EBC (an “Alternative Transaction”), or (ii) any
amendment of EBC’s Articles of Incorporation or By-laws or other proposal or transaction involving
EBC, which amendment or other proposal or transaction would in any manner impede, frustrate,
prevent or nullify the Merger Agreement or any of the other transactions contemplated by the Merger
Agreement (a “Frustrating Transaction”).



 









 





     3. Any vote relating to this Agreement shall be cast or consent shall be given in accordance
with such procedures relating thereto as shall ensure that it is duly counted for purposes of
determining that a quorum is present and for purposes of recording the results of such vote or
consent.



     4. Shareholder hereby appoints Coconut Palm or any of its directors or designees and each of
them, as the proxy of the undersigned, each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of shareholders of EBC called for the purpose of
acting upon the Merger, an Alternative Transaction or a Frustrating Transaction, and at any
adjournment or postponement thereof, with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in accordance with Sections 1 and
2 above.



     5. This proxy, being coupled with an interest, is irrevocable. The undersigned agrees that in
connection with any transfer of any of the Shares by the undersigned, it will obtain from the
transferee and deliver to Coconut Palm an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that EBC has agreed not to permit any such transfer unless the
undersigned has complied with the foregoing requirements. This Agreement shall terminate and the
proxy granted hereby shall expire upon the earliest of (a) termination of the Merger Agreement in
accordance with its terms, (b) the consummation of the Closing (as defined in the Merger
Agreement), or (c) December 31, 2006.



     6. Each party shall each bear their own respective costs and expenses, including all legal and
accounting fees, with respect to this Agreement. This Agreement, and the rights, interest and
benefits hereunder shall not be assigned, transferred, pledged or hypothecated in any way by the
Shareholder and shall not be subject to execution, attachment or similar process. The rights and
obligations of this Agreement shall be binding upon and shall inure to the benefit of the
respective successors and permitted assigns of the parties hereunder. This Agreement may not be
modified, amended, supplemented, canceled or discharged, except by written instrument executed by
all parties. This Agreement may be executed in two or more counterparts all of which shall be
considered one and the same agreement and each of which shall be deemed an original. This
Agreement shall be governed by, and shall be construed, interpreted and enforced in accordance
with, the laws of Delaware, without regard to the application of the principles of conflicts of
law. This Agreement contains the entire understanding of the parties with respect to the
transactions contemplated hereby and supersedes all prior written or oral commitments, arrangements
or understanding with respect thereto. The invalidity of any one or more of the words, phrases,
sentences, clauses, sections or subsections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part hereof.



[signatures on next page]




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     IN WITNESS WHEREOF, the undersigned has executed this instrument as of the date first written
above.



	 	 	 	 	 
	 	Coconut Palm Acquisition Corp.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SHAREHOLDER:

 	 
	 	 
 	 
	 	(Print Name if Individual) 	 
	 	 	 
	 
	 	 	 
	 	 
 	 
	 	(Print Entity Name if Entity) 	 
	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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