FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2008 • Opportunity Acquisition Corp. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ ___, 2008, by and between Opportunity Acquisition Corp., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
FORM OF WARRANT AGREEMENT OPPORTUNITY ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of , 2008Warrant Agreement • March 5th, 2008 • Opportunity Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT dated as of , 2008, (the “Agreement”) between Opportunity Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
FORM OF LETTER AGREEMENTLetter Agreement • March 5th, 2008 • Opportunity Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in connection with an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share (subject to adjustment) of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 12 hereof.
OPPORTUNITY ACQUISITION CORP. INITIAL UNIT SUBSCRIPTION AGREEMENTInitial Unit Subscription Agreement • March 5th, 2008 • Opportunity Acquisition Corp. • Blank checks • Delaware
THIS INITIAL UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 11th day of January, 2008, by and between Opportunity Acquisition Corp., a Delaware corporation (the “Company”), and Opp. Funding LLC (“Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2008 • Opportunity Acquisition Corp. • Blank checks • New York
Pursuant to Paragraph 3(ii) of the Investment Management Trust Agreement between Opportunity Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company dated as of [ , 2008] (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from interest and other income earned on the Property, as defined in the Trust Agreement, equal to $ , to via wire transfer on , 200_. The Company certifies that the foregoing amount is to be used for the Company’s working capital and further certifies that the aggregate amount withdrawn by the Company from the Trust Account (as defined in the Trust Agreement) pursuant to Paragraph 3(ii) of the Trust Agreement does not exceed the amount permitted pursuant to such Paragraph 3(ii).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 5th, 2008 • Opportunity Acquisition Corp. • Blank checks • Delaware
The undersigned hereby subscribes for and agrees to purchase four million warrants (the “Private Placement Warrants”) at $1.00 per Private Placement Warrant, of Opportunity Acquisition Corp., a Delaware corporation (the “Company”), for an aggregate purchase price of $4,000,000.00 (the “Purchase Price”). Each Warrant is initially exercisable for one share of the Company’s common stock, par value $0.001 per share, (“Common Stock”), at an initial exercise price of $7.50 per share. The purchase and issuance of the Private Placement Warrants shall occur immediately prior to the consummation of the Company’s initial public offering of securities (“IPO”) which is being lead managed by Banc of America Securities LLC (the “Underwriter”). The Private Placement Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO (the “Offering”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENT OPPORTUNITY ACQUISITION CORP.Administrative Services Agreement • March 5th, 2008 • Opportunity Acquisition Corp. • Blank checks • Delaware
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2008 • Opportunity Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of , 2008, by and among Opportunity Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under the heading “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
