Form of Investment Management Trust Agreement.



 Exhibit 10.6 
 FORM OF 
 INVESTMENT MANAGEMENT TRUST AGREEMENT 
 This INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of
            ,          2008, by and between Opportunity Acquisition Corp. (the “Company”) and American Stock
Transfer & Trust Company (the “Trustee”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Registration Statement (as defined below). 
 WHEREAS, the Company’s Registration Statement on Form S-1 (No. 333-148768), as amended (the “Registration Statement”), for its
initial public offering of securities (the “IPO”) has been declared effective by the Securities and Exchange Commission; and 
 WHEREAS, Banc of America Securities LLC is acting as the representative (the “Representative”) of the underwriters in the IPO pursuant to an underwriting agreement dated on or about the date hereof between the Company and
the Representative (the “Underwriting Agreement”); and 
 WHEREAS, as described in the Registration Statement, and in
accordance with the Company’s amended and restated certificate of incorporation, upon execution of this Agreement or as promptly thereafter as practicable, the Company shall deliver to the Trustee an amount equal to the sum of
(i) $143,750,000 of the net proceeds of the IPO, including $5,250,000 in deferred underwriting compensation (or $165,462,500 of the net proceeds, including $6,037,500 in deferred underwriting compensation, if the over-allotment option is
exercised in full) and (ii) $4,000,000 of the proceeds from the Company’s issuance and sale in a private placement of 4,000,000 warrants issued to its founding stockholder, JMP Group Inc., for a total of $147,750,000 (or $169,462,500 if
the underwriters’ over-allotment option is exercised in full) to be deposited and held in a trust account for the benefit of the Company and the holders from time to time of the Company’s common stock, par value $0.001 per share
(“Common Stock”), issued in the IPO (the “Public Stockholders”). The amount to be delivered to the Trustee is referred to herein as the “Property,” and the Public Stockholders are referred to
together with the Company as the “Beneficiaries”; and 
 WHEREAS, pursuant to the Underwriting Agreement, a portion of the
Property equal to $5,250,000 (or $6,037,500 if the underwriters’ over-allotment option is exercised in full, subject to proportional adjustment pursuant to the Underwriting Agreement if the underwriters’ over-allotment option is exercised
in part, as specified in a notice pursuant to Paragraph 2(d) hereof), subject to reduction, as provided in the Underwriting Agreement, by amounts paid to Public Stockholders who convert their shares of Common Stock of the Company for cash in
connection with the Company’s Initial Business Combination (as defined in the Company’s amended and restated certificate of incorporation), is attributable to deferred underwriting commissions that will become payable by the Company to the
underwriters upon the consummation of an Initial Business Combination (the “Deferred Discount”); and 







 WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and
conditions pursuant to which the Trustee shall hold the Property. 
 NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 
 1. Agreements and
Covenants of Trustee. The Trustee is hereby appointed to serve as Trustee hereunder, and the Trustee hereby agrees to act as Trustee upon the terms and conditions set forth herein. The Trustee hereby agrees and covenants to: 
 (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in a segregated trust account (the “Trust
Account”) established by the Trustee at American Stock Transfer & Trust Company; 
 (b) Manage, supervise, and administer
the Trust Account subject to the terms and conditions set forth herein, including carrying out the activities and responsibilities set forth in Paragraph 3 hereof; 
 (c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, or in money market funds selected by the Company which invest principally in either short-term securities issued or guaranteed by
the United States having a rating in the highest investment category granted thereby by a recognized credit rating agency at the time of acquisition and meeting the conditions under Rule 2a-7 under the Investment Company Act; 
 (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term
is used herein; 
 (e) Notify the Company of all communications received by it with respect to any Property requiring action by the Company;

 (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
the tax returns for the Company and Trust Account; 
 (g) Participate in any plan or proceeding for protecting or enforcing any right or
interest arising from the Property if, as, and when instructed by the Company to do so; and 
 (h) Render to the Company, the Representative,
and to such other person as the Company may instruct monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account. 
  

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 2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

 (a) Give all instructions and notices to the Trustee hereunder in writing, signed on behalf of the Company by a duly authorized executive
of the Company. In addition, except with respect to its duties under Paragraph 3, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be
given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; 
 (b) Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit,
or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned
from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit,
or proceeding, pursuant to which the Trustee intends to seek indemnification under this Paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Company shall have the
right to conduct and manage the defense against such Indemnified Claim, provided that the Company shall obtain the consent of the Trustee with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Company
may not agree to settle any Indemnified Claim without the prior written consent of the Trustee, which consent shall not be unreasonably withheld, unless such settlement includes a full release of the Trustee with respect to such Indemnification
Claim. The Trustee may participate in such action with its own counsel at its own expense; 
 (c) Pay the Trustee a fee of [ ] for its
services as Trustee at the consummation of the IPO (separately and in addition to making payments to the Trustee of a monthly fee of [ ] for transfer agent services, of a one-time fee of [$2,500] for warrant agent services and a closing fee of [ ]
in accordance with the terms of a separate fee letter delivered to the Company on             ,          2008, as subsequently amended
from time to time). It is expressly understood that the Property shall not be used to pay such fees. The Trustee shall refund any unused fees (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company
shall not be responsible for any other fees or charges of the Trustee except as may be provided in Paragraph 2(b) hereof; 
 (d) Within five
Business Days (as defined below) after the underwriters’ over-allotment option (or any unexercised portion thereof) set forth in the Underwriting Agreement expires or is exercised in full, provide the Trustee with a notice in writing (with a
copy to the Representative) of the total amount of the Deferred Discount, which shall in no event be less than $5,250,000 and of the total amount that the Company shall be entitled to withdraw from the Trust Account pursuant to clause (z) of
Paragraph 3(ii) hereof, which shall in no event be more than $2,300,000; and 
 For purposes of this Agreement, “Business
Day” shall mean any day except a Saturday, Sunday, or other day on which commercial banks are authorized or required by law to close. 
  

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 (e) In connection with any vote of the Company’s stockholders on whether to approve an Initial
Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes (which firm may be the Trustee) verifying the vote of the Company’s
stockholders regarding such Initial Business Combination and any other matters voted upon by the stockholders in connection therewith; and 
 (f) If the Company does not effect an Initial Business Combination within 24 months after the date of the final prospectus for the IPO, the Company’s existence shall cease except for the purposes of the Company winding up its affairs
and liquidating pursuant to Section 278 of the Delaware General Corporation Law, in which case as promptly as practicable thereafter the Company shall adopt a plan of distribution in accordance with Section 281(b) of the Delaware General
Corporation Law. Upon the Company’s adoption of such plan of distribution, the Company shall promptly provide the Trustee a Termination Letter (as defined below) substantially in the form of Exhibit B hereto. 
 3. Liquidation and Distribution of Trust Account Property. The Trustee shall commence liquidation of the Trust Account only upon receipt of, and
only in accordance with the terms of, a letter in form substantially similar to that attached hereto as either Exhibit A or Exhibit B (each, a “Termination Letter”), signed on behalf of the Company by a duly authorized
executive officer of the Company and affirmed by a duly authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and any other
documents referred to therein; provided, however, that the Trustee shall (i) from time to time as may be necessary timely to pay any taxes incurred as a result of interest or other income earned on the Property held in the Trust
Account (or to reimburse the Company for previous payments thereof), only upon receipt of and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit C (a “Tax Disbursement
Letter”), signed on behalf of the Company by a duly authorized executive officer and copied to Authorized Counsel (as defined below), as evidenced by his or her countersignature thereto, distribute such funds to the person or persons
indicated on the Schedule of Tax Payments attached to the Tax Disbursement Letter the amount or amounts that may be requested by the Company with respect thereto only as directed in the Tax Disbursement Letter and any other documents referred to
therein, and (ii) from time to time, only upon receipt of and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit D (a “Disbursement Letter”), signed on behalf of the
Company by a duly authorized executive officer and copied to Authorized Counsel, as evidenced by his or her countersignature thereto, distribute to the Company such amount as may be requested by the Company for working capital requirements as
directed in the Disbursement Letter and the other documents referred to therein, provided, however, that the aggregate amount distributed by the Trustee to the Company pursuant to this Paragraph 3(ii) may not exceed the lesser of
(y) the aggregate amount of interest and any other income actually received by the Trustee on amounts in the Trust Account less an amount equal to the aggregate amount of taxes that have been paid or are payable on such interest and other
income and (z) $2,000,000, provided that, if the underwriters’ over-allotment option set forth in the Underwriting Agreement is exercised, then the foregoing dollar amount set forth in this clause (z) shall be increased by multiplying
such amount by a fraction, the numerator of which is the total number of Units purchased by the Underwriters pursuant to the Underwriting Agreement, including all Units purchased upon 
  

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exercise of such option, and the denominator is the total number of Units purchased by the Underwriters pursuant to the Underwriting Agreement, excluding any
Units purchased upon exercise of such option (provided that, after giving effect to any and all such increases, such amount shall in no event exceed $2,300,000). 
 For purposes of this Agreement, “Authorized Counsel” shall mean, at any date, the attorney retained and authorized by the Company to perform the functions contemplated by this Agreement. 

For purposes of this Agreement, “Unit” shall mean, a unit sold in connection with the IPO, each unit consisting of one share of the
Company’s common stock, par value $0.001 per share, and one warrant to purchase one share (subject to adjustment) of the Company’s common stock. 
 4. Limitations of Liability. The Trustee shall have no responsibility or liability to: 
 (a) Take any
action with respect to the Property, other than as directed in Paragraphs 1 and 3 hereof, and the Trustee shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct; 
 (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding of any kind
with respect to, any of the Property, unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto; 
 (c) Change the investment of any Property, other than in compliance with Paragraph 1(c); 
 (d) Refund any depreciation in principal of any Property; 
 (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a
written revocation of such authority to the Trustee; 
 (f) The Company or to anyone else for any action taken or omitted by it, or any action
suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice,
demand, certificate, opinion, advice of counsel (including counsel chosen by the Trustee), statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith and in the exercise of its own best judgment, to be genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or
parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 
  

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 (g) Verify the correctness of the information set forth in the Registration Statement (other than any
information concerning or provided by the Trustee) or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; and 
 (h) Subject to the requirements of Paragraph 3 of this Agreement, pay any taxes on behalf of the Trust Account to any governmental entity or taxing
authority. 
 5. Termination. This Agreement shall terminate as follows: 
 (a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to
locate a successor trustee. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and the successor trustee has agreed in writing (signed by the successor trustee and the Company) to be bound
by the terms of this Agreement (and a copy of such signed writing shall have been delivered to the Trustee), the Trustee shall transfer the Trust Account and the management of the Trust Account to the successor trustee, including but not limited to
the transfer of copies of the reports and statements relating to the Trust Account, whereupon the resigning Trustee shall have no further rights and obligations under this Agreement (except with respect to events that existed or circumstances that
occurred prior to such release of the resigning Trustee, and except that the provisions of Paragraph 2(b) shall continue to be applicable with respect to the resigning Trustee); provided, however, that, in the event that the Company
does not locate a successor trustee within 90 days of receipt of the resignation notice from the Trustee, the Trustee may petition the United States District Court for the Southern District of New York for the appointment of a successor trustee.
Anything herein to the contrary notwithstanding, the resignation of the Trustee shall not be effective unless and until a successor trustee shall have been appointed and agreed in writing to act in such capacity as contemplated by this Paragraph
5(a); or 
 (b) This Agreement shall terminate, except with respect to Paragraph 2(b), on the earlier to occur of such time that the Trustee
has completed the liquidation of the Trust Account in accordance with the provisions of Paragraph 3 hereof and distributed the Property in accordance with the provisions of the Termination Letter and the tenth anniversary hereof. 
 6. Miscellaneous. 
 (a) The Company
and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. Upon receipt of written instructions (including, without limitation, any Termination
Letter, Tax Disbursement Letter, or Disbursement Letter), the Trustee will confirm such instructions with an Authorized Individual at an Authorized Telephone Number listed on the attached Exhibit E. The Company and the Trustee will each
restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained 

  

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access to such information, or of any change in any Authorized Individual or Authorized Telephone Number listed in Exhibit E hereto or in any of its other
authorized personnel. In executing funds transfers, the Trustee will rely upon account numbers or other identifying numbers of a beneficiary, beneficiary’s bank, or intermediary bank, rather than on names. The Trustee shall not be liable for
any loss, liability, or expense resulting from any error in an account number or other identifying number, provided it has accurately transmitted the numbers provided. 
 (b) This Agreement shall be governed by and construed in accordance with the laws of the State of New York. It may be executed in several counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument. 
 (c) This Agreement contains the entire agreement and understanding of the parties hereto with respect
to the subject matter hereof. The parties hereto may change, waive, amend, or modify any provision contained herein that may be defective or inconsistent with any other provision contained herein only upon the written consent of each of the parties
hereto; provided that such action shall not materially adversely affect the interests of the Public Stockholders. Any other change, waiver, amendment, or modification to this Agreement shall be subject to approval by a majority of the Public
Stockholders; provided, further, that this Agreement may not be changed, waived, amended, or modified in such a manner as to adversely affect the right of the Underwriters to receive the Deferred Discount as contemplated herein without the written
consent of the Representative. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives, to the maximum extent permitted by applicable law, the right to trial by jury. 
 (d) To the maximum extent permitted by applicable law, the parties hereto consent to the jurisdiction and venue of any state or federal court located in
the City of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction, for purposes of resolving any disputes hereunder. 
 (e) Any notice, consent, or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, or by facsimile transmission: 
 if to the Trustee, to: 
 American Stock Transfer & Trust Company 
 59 Maiden Lane 
 Plaza Level 
 New York, NY 10038 
 Attn: Herb Lemmer, Vice
President 
 Fax No.: (718) 331-1852 
  

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 if to the Company, to: 
 Opportunity Acquisition Corp. 
 c/o JMP Group
Inc. 
 600 Montgomery Street, Suite 1100 
 San Francisco, California 94111 
 Attn: Joseph A. Jolson 
 Fax No.: (415) 263-1336 
 in either
case with a copy to: 
 Greenberg Traurig, LLP 
 2375 East Camelback Road, Suite 700 
 Phoenix, Arizona 85016 
 Attn: Brian H. Blaney, Esq. 
 Fax No.:
(602) 445-8603 
 if to the Representative, to: 
 the address for notices set forth in the Underwriting Agreement 
 (f) No party hereto may assign this
Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, except that, in connection with any merger of the Company into or consolidation of the Company with any person (the “Surviving
Person”) in which case the Company shall not consummate any such transaction until the Surviving Person, the Company, and the Trustee shall have entered into a written agreement pursuant to which the Surviving Person shall agree to assume and
perform all of the Company’s obligations hereunder. 
 (g) Each of the Trustee and the Company hereby represents that it has the full
right and power, and has been duly authorized, to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust
Account or any Property, including by way of set-off, and shall not be entitled to any funds in the Trust Account or any Property under any circumstance. 
 (h) The Trustee acknowledges and agrees that it is the specific intention of the parties hereto that the Representative is and shall be a third-party beneficiary of the provisions of this Agreement pertaining to the
Deferred Discount (including, without limitation, paragraphs 2(d) and 6(c) and Exhibit A) and requiring that certain documents and notices be delivered to the Representative, and the Company’s and the Trustee’s obligations under this
Agreement with respect thereto (but solely of those provisions and solely with respect to such obligations of the Company and the Trustee) with the same right and power to enforce those provisions as either of the parties hereto. 
 (i) The Trustee hereby waives any and all right, title, interest, and claims of any kind and nature (each, a “Claim”) in or to the Trust Account
and any Property or other assets in the Trust Account or any distribution thereof, and hereby agrees not to seek recourse, 

  

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reimbursement, payment, or satisfaction (including by way of set-off) for any Claim against the Trust Account or any Property or other assets therein for any
reason whatsoever. 
 (j) The Trustee hereby consents to its being named in the Registration Statement and the related prospectus in
connection with the IPO. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

  

			
	AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee
		
	By:	 	 
		 	Name:
		 	Title:
	
	OPPORTUNITY ACQUISITION CORP.
		
	By:	 	 
		 	Name: Joseph A. Jolson
		 	Title:   Chairman and Chief Executive Officer


  

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 EXHIBIT A 
 Opportunity Acquisition Corp. 
 c/o JMP Group Inc. 
 600 Montgomery Street, Suite 1100 
 San Francisco, California 94111 
 [Insert date] 
 American Stock Transfer 
 & Trust Company 
 59
Maiden Lane 
 Plaza Level 
 New York, New York 10038 

Attn: Compliance Department 
  

	 	Re:	Trust Account No.
[                                    ] Termination Letter


 Ladies and Gentlemen: 
 Pursuant to Paragraph 3 of the Investment Management Trust Agreement between Opportunity Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”), dated as of
[                    ,         2008] (the “Trust Agreement”), this is to
advise you that the Company has entered into an agreement with [            ] to consummate an Initial Business Combination on or about [insert date]. The Company shall notify
you at least 48 hours in advance of the actual date of the consummation of the Initial Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings given them in the Trust
Agreement. 
 Pursuant to Paragraph 2(e) of the Trust Agreement, we are providing you with [an affidavit] [a certificate], which verifies the
vote of the Company’s stockholders duly approving the Initial Business Combination and the related amendment to its amended and restated certificate of incorporation to provide for the Company’s perpetual existence, all in accordance with
the terms of the Company’s amended and restated certificate of incorporation. The [affidavit] [certificate] includes the identities of the Public Stockholders who voted against the Initial Business Combination and properly exercised their
conversion rights in connection therewith and the number of shares of Common Stock as to which each of them exercised such conversion rights. 
 In accordance with the terms of the Trust Agreement, we hereby instruct you to commence liquidation of the Trust Account so that on the Consummation Date, all funds held in the Trust Account will be immediately available for transfer to the
account or accounts that the Company shall direct. 
 On the Consummation Date: (i) the Company shall deliver to you written
notification that the Initial Business Combination has been consummated or will be consummated on the consummation date, (ii) the Company shall deliver to you written instructions with respect to the transfer of the funds held in the Trust
Account other than the Deferred Discount (the “Instruction  

  

 A-1 








 
Letter”), and (iii) the Representative shall deliver to you written instructions for delivery of the Deferred Discount. You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of written notice from the Company and the Instruction Letter, (a) to Public Stockholders who exercised their conversion rights in connection
with the Initial Business Combination, in an amount equal to their pro rata share (based upon the proportion that the number of shares of Common Stock included in Units sold in the IPO (“IPO Shares”) owned by each of them bears to the
total number of outstanding IPO Shares) of the amounts in the Trust Account as of two Business Days prior to the Consummation Date (including the Deferred Discount and any interest or income actually received or receivable on the Trust Account
balance, but less an amount equal to estimated taxes that are or will be due on such interest or other income; (b) to the Representative in an amount equal to the Deferred Discount as so directed by them, and (c) the remainder in
accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same, and the Company shall direct
you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company or be distributed immediately and the penalty incurred. Upon the distribution of all the funds in the Trust Account
pursuant to the terms hereof, the Trust Agreement shall be terminated. For purposes of determining payments to Public Stockholders pursuant to clause (a) of this paragraph, the amounts in the Trust Account shall be deemed to include any
interest or other income that is payable on Property in the Trust Account as of two Business Days prior to the Consummation Date, whether or not such interest or other income has actually been received, and shall likewise include the full amount of
any deposits held in the Trust Account that have not been liquidated by the Consummation Date. 
 In the event that the Initial Business
Combination is not consummated on the Consummation Date and we have not notified you on or before the Consummation Date of a new date for consummation of the Initial Business Combination that is to take place within three Business Days of the
Consummation Date, then the funds held in the Trust Account shall be reinvested as provided in Paragraph 1(c) of the Trust Agreement on the Business Day immediately following the Consummation Date. 
  

			
	Very truly yours,
	
	OPPORTUNITY ACQUISITION CORP.
		
	By:	 	 
		 	Name: Joseph A. Jolson
		 	Title:   Chairman and Chief Executive officer


  

 A-2 









					
	AFFIRMED:
	
	AMERICAN STOCK TRANSFER & TRUST COMPANY
		
	By:	 	 
		 	Name:	 	 
		 	Title:	 	 


  

 A-3 








 EXHIBIT B 
 Opportunity Acquisition Corp. 
 c/o JMP Group Inc. 
 600 Montgomery Street, Suite 1100 
 San Francisco, California 94111 
 [Insert date] 
 American Stock Transfer 
 & Trust Company 
 59
Maiden Lane 
 Plaza Level 
 New York, New York 10038 

Attn: Compliance Department 
  

	 	Re:	Trust Account No.
[                                ] Termination Letter 

 Ladies and Gentlemen: 
 Pursuant to Paragraph 3 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”), this is to
advise you that the Company has failed to consummate an Initial Business Combination within the time period provided in its amended and restated certificate of incorporation and the Company is proceeding to dissolve and liquidate. Capitalized terms
used but not defined herein shall have the meanings given them in the Trust Agreement. 
 In accordance with the terms of the Trust
Agreement, we hereby authorize and request that you commence liquidation of the Trust Account as part of the Company’s plan of dissolution and distribution. In connection with this liquidation, you are hereby authorized to establish a record
date for the purposes of determining the stockholders of record entitled to receive their per share portion of the Trust Account. The record date shall be within ten days of the liquidation date, or as soon thereafter as is practicable. You will
notify the Company in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “Transfer Date”) in accordance with the terms of the Trust Agreement and the amended and restated
certificate of incorporation of the Company. 
 You shall commence distribution of such funds in accordance with the terms of the Trust
Agreement and the amended and restated certificate of incorporation of the Company and you shall oversee the distribution of the funds. 
  

 B-1 








 Upon the payment of all the funds in the Trust Account, the Trust Agreement shall be terminated.

  

			
	Very truly yours,
	
	OPPORTUNITY ACQUISITION CORP.
		
	By:	 	 
		 	Name: Joseph A. Jolson
		 	Title:   Chairman and Chief Executive Officer
		
		 	AFFIRMED:
		
		 	AMERICAN STOCK TRANSFER & TRUST COMPANY


  

					
		
	By:	 	 
		 	Name:	 	 
		 	Title:	 	 


  

 B-2 








 EXHIBIT C 
 Opportunity Acquisition Corp. 
 c/o JMP Group Inc. 
 600 Montgomery Street, Suite 1100 
 San Francisco, California 94111 
 [Insert date] 
 American Stock Transfer 
 & Trust Company 
 59
Maiden Lane 
 Plaza Level 
 New York, New York 10038 

Attn: Compliance Department 
  

	 	Re:	Trust Account No. [                        ] Tax
Distribution Letter 

 Ladies and Gentlemen: 
 Pursuant to Paragraph 3(i) 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”), this is to advise you that the Trust
Account, as defined in the Trust Agreement, has incurred a total of $                             in
taxes (the “Tax Payment”) for the period from                      , 200     to
                     , 200     (the “Tax Period”) as a result of interest and other income
earned on the Property, as defined in the Trust Agreement, during the Tax Period, which taxes are payable in the amounts and to the persons listed on Schedule 1 hereto. 
 In accordance with the terms of the Trust Agreement, we hereby authorize you to distribute from the Trust Account proceeds from interest and other income earned on the Property equal to the amount of the Tax Payment
set forth above, in such amounts and to such payees as indicated on the Schedule of Tax Payments attached hereto as Schedule 1. 
  

			
	Very truly yours,
	
	OPPORTUNITY ACQUISITION CORP.
		
	By:	 	 
		 	Name: Joseph A. Jolson
		 	Title:   Chairman and Chief Executive Officer


  

					
	Authorized Counsel Signatory:
		
	By:	 	 
		 	Name:	 	 
		 	Title:	 	 

  

 C-1 








 SCHEDULE 1 
 SCHEDULE OF TAX PAYMENTS 
 [Payee] 
 Payment Date: 
 Amount: 
 Address: 
 [Payee] 
 Payment Date: 

Amount: 
 Address: 
 [Payee] 
 Payment Date: 
 Amount: 
 Address: 
 Total amount of payments (must equal the Tax Payment shown in the letter to which this schedule is attached):
$                     
  

 S-1 








 EXHIBIT D 
 Opportunity Acquisition Corp. 
 c/o JMP Group Inc. 
 600 Montgomery Street, Suite 1100 
 San Francisco, California 94111 
 [Insert date] 
 American Stock Transfer 
 & Trust Company 
 59
Maiden Lane 
 Plaza Level 
 New York, New York 10038 

Attn: Compliance Department 
  

	 	Re:	Trust Account No.
[                                ] Disbursement Letter 


Ladies and Gentlemen: 
 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). 
  

			
	Very truly yours,
	
	OPPORTUNITY ACQUISITION CORP.
		
	By:	 	 
		 	Name: Joseph A. Jolson
		 	Title:   Chairman and Chief Executive Officer


  

					
	Authorized Counsel Signatory:
		
	By:	 	 
		 	Name:	 	 
		 	Title:	 	 

  

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 EXHIBIT E 
  

			
	 AUTHORIZED INDIVIDUAL(S)
FOR TELEPHONE CALL BACK
	  	 AUTHORIZED
TELEPHONE NUMBER(S)

	 Company:
	  	
		
	 Opportunity Acquisition Corp.
 c/o JMP Group
Inc.
 600 Montgomery Street, Suite 1100
 San Francisco,
California 94111
	  	
		
	Attn: Joseph A. Jolson, Chairman and Chief Executive Officer	  	(415) 835-8900
		
	 Trustee:
	  	
		
	 American Stock Transfer & Trust Company
 59
Maiden Lane
 Plaza Level
 New York, New York
10004
	  	
		
	 Attn: Herb Lemmer
	  	(718) 921-8209

  

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