**Exhibit 4.6****WARRANT CLARIFICATION AGREEMENT**     This Warrant Clarification Agreement (this “Agreement”), dated as of August 17, 2006, isbetween Coconut Palm Acquisition Corp., a Delaware corporation, with offices at 595 South FederalHighway, Suite 600, 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”).     **WHEREAS**, the Company and Warrant Agent are parties to that certain Warrant Agreement, dated asof September 8, 2005 (the “Warrant Agreement”) providing for the issuance of Warrants (as such termis defined therein); and     **WHEREAS**, as a result of certain questions that have arisen regarding the accounting treatmentapplicable to the Warrants, the parties hereto deem it necessary and desirable to amend the WarrantAgreement to clarify that the registered holders do not have the right to receive a net cashsettlement in the event the Company does not maintain a current prospectus relating to the CommonStock of the Company issuable upon exercise of the Warrants at the time such Warrants areexercisable.     **NOW, THEREFORE**, in consideration of the mutual agreements contained herein and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, and intendingto be legally bound hereby, the parties hereto agree to amend the Warrant Agreement as set forthherein.     1. Warrant Agreement. The undersigned hereby agree that the Warrant Agreement ishereby amended by adding the following last sentence to Section 3.3.2:     “In no event will the registered holder of a Warrant be entitled to receive a net cashsettlement or other consideration in lieu of physical settlement in shares of Common Stock if theCommon Stock underlying the Warrants is not covered by an effective registration statement.”2. Miscellaneous.          a. Governing Law; Jurisdiction. The validity, interpretation, and performance ofthis Agreement shall be governed in all respects by the laws of the State of New York, withoutgiving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claimagainst it arising out of or relating in any way to this Agreement shall be brought and enforced inthe courts of the State of New York or the United States District Court for the Southern Districtof New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.The Company hereby waives any objection to such exclusive jurisdiction and that such courtsrepresent an inconvenience forum. Any such process or summons to be served upon the Company may beserved by transmitting a copy thereof by registered or certified mail, return receipt requested,postage prepaid, addressed to it in care of the address set forth above or such other address asthe undersigned shall furnish in writing to the other. Such mailing shall be deemed personalservice and shall be legal and binding upon the Company in any action, proceeding or claim.
 

 
          b. Binding Effect. This Agreement shall be binding upon and inure to the benefitof the parties hereto and to their respective heirs, legal representatives, successors and assigns.          c. Entire Agreement. This Agreement sets forth the entire agreement andunderstanding between the parties as to the subject matter thereof and merges and supersedes allprior discussions, agreements and understandings of any and every nature among them. This Agreementshall form and be a part of the Warrant Agreement. Except as set forth in this Agreement,provisions of the original Warrant Agreement which are not inconsistent with this Agreement shallremain in full force and effect. This Agreement may be executed in counterparts.          d. Severability. This Agreement shall be deemed severable, and the invalidity orunenforceability of any term or provision hereof shall not affect the validity or enforceability ofthis Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalidor unenforceable term or provision, the parties hereto intend that there shall be added as a partof this Agreement a provision as similar in terms to such invalid or unenforceable provision as maybe possible and be valid and enforceable.     IN WITNESS WHEREOF, the parties hereto have executed this Warrant Clarification Agreement asof the date first written above.      COCONUT PALM ACQUISITION CORP.