OPY Acquisition Corp I Watch

from 8-K 7 pages This Is to Confirm Our Agreement Whereby OPY Acquisition Corp. I, a Delaware Corporation (“Company”), Has Requested Oppenheimer & Co. Inc. (The “Advisor”) to Assist It in Connection With the Company Merging With, Acquiring Shares Of, Engaging in a Share Exchange, Share Reconstruction, Recapitalization and Amalgamation, Purchasing All or Substantially All of the Assets Of, Entering Into Contractual Arrangements, or Engaging in Any Other Similar Business Combination (In Each Case, a “Business Combination”) With One or More Businesses or Entities (Each a “Target”) as Described in the Company’s Registration Statement on Form S-1 (File No. 333-260171) Filed With the Securities and Exchange Commission (“Registration Statement”) in Connection With Its Initial Public Offering (“Ipo”). 1. Services and Fees. (A) the Advisor Will: (I) Hold Meetings With Company Shareholders to Discuss the Business Combination and the Target’s Attributes; (II) Introduce the Company to Potential Investors to Purchase the Company’s Securities in Connection With the Business Combination; and (III) Assist the Company With Any Press Releases and Filings Related to the Business Combination or the Target

from 8-K 38 pages OPY Acquisition Corp. I Underwriting Agreement

from S-1 7 pages This Is to Confirm Our Agreement Whereby Opy Acquisition Corp. I, a Delaware Corporation (“Company”), Has Requested Oppenheimer & Co. Inc. (The “Advisor”) to Assist It in Connection With the Company Merging With, Acquiring Shares Of, Engaging in a Share Exchange, Share Reconstruction, Recapitalization and Amalgamation, Purchasing All or Substantially All of the Assets Of, Entering Into Contractual Arrangements, or Engaging in Any Other Similar Business Combination (In Each Case, a “Business Combination”) With One or More Businesses or Entities (Each a “Target”) as Described in the Company’s Registration Statement on Form S-1 (File No. 333-[ ]) Filed With the Securities and Exchange Commission (“Registration Statement”) in Connection With Its Initial Public Offering (“Ipo”). 1. Services and Fees. (A) the Advisor Will: (I) Hold Meetings With Company Shareholders to Discuss the Business Combination and the Target’s Attributes; (II) Introduce the Company to Potential Investors to Purchase the Company’s Securities in Connection With the Business Combination; (III) Assist the Company in Trying to Obtain Shareholder Approval for the Business Combination, Including Assistance With the Company’s Proxy Statement or Tender Offer Materials; and (IV) Assist the Company With Any Press Releases and Filings Related to the Business Combination or the Target

from S-1 38 pages Opy Acquisition Corp. I Underwriting Agreement