FORM OF LETTER AGREEMENTLetter Agreement • May 12th, 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.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 12th, 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the foregoing amount is to be used for the Company’s working capital and further certifies that the aggregate amount withdrawn by the Company from the Trust Account (as defined in the Trust Agreement) pursuant to Paragraph 3(ii) of the Trust Agreement does not exceed the amount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).
