Ranking

The payment of the principal of, premium, if any, and interest
and additional interest on the Notes and the payment of any
Subsidiary Guarantee (defined below) will:

rank effectively senior in right of payment to all unsecured
and unsubordinated obligations of the Company or the relevant
Subsidiary Guarantor, to the extent of the value of the
collateral owned by the Company or such Subsidiary Guarantor
(and, to the extent of any unsecured remainder after payment of
the value of the collateral, rank equally in right of payment
with such unsecured and unsubordinated indebtedness of the
Company);

rank senior in right of payment to any subordinated debt of the
Company or such Subsidiary Guarantor;

be secured on a first-priority basis by the collateral, subject
to certain exceptions and permitted liens, and it is intended
that pari passu lien indebtedness, if any, will be secured on
an equal and ratable basis; and

be structurally subordinated to all existing and future
indebtedness, claims of holders of preferred stock and other
liabilities (including trade payables) of Subsidiaries of the
Company that are not guarantors, including all Regulated
Subsidiaries and unrestricted subsidiaries.

For purposes of the covenants, Regulated Subsidiaries refers to
any direct or indirect subsidiary of the Company that is
registered, licensed or qualified as (i)a broker dealer to
Section15 of the Securities Exchange Act of 1934, as amended,
(ii)a broker dealer or underwriter under any foreign securities
law, (iii)a banking or insurance subsidiary regulated under
state, federal or foreign laws or (iv)an investment advisor or
relying advisor to the Investment Advisers Act of 1940 or under
state or foreign laws and (v)Oppenheimer Israel (OPCO) Ltd. or
any of its successors. Restricted subsidiaries generally
include any of the Companys subsidiaries that are not Regulated
Subsidiaries and that have not been designated by the Companys
board of directors as unrestricted.

Subsidiary Guarantees

The Notes are jointly and severally and fully and
unconditionally guaranteed on a senior secured basis by the
Subsidiary Guarantors and future subsidiaries required to
guarantee the Notes to the Indenture (each guarantee a
Subsidiary Guarantee).

Collateral

The Notes and Subsidiary Guarantees are secured by a
first-priority security interest in substantially all of the
Companys and the Subsidiary Guarantors existing and future
tangible and intangible assets, subject to certain exceptions
and permitted liens.

Optional Redemption

On or after July1, 2019, the Company may redeem the Notes at
its option at the following redemption prices (expressed as a
percentage of the principal amount), plus accrued and unpaid
interest and additional interest, if any, to, but not
including:

In addition, at any time prior to July1, 2019, the Company may
redeem the Notes at its option, in whole at any time or in part
from time to time, at a redemption price equal to 50% of the
principal amount of the Notes redeemed plus a make whole
premium and accrued and unpaid interest to and additional
interest, if any.

In addition, at any time prior to July1, 2019, the Company may
redeem in the aggregate up to 35% of the principal amount of
the Notes with the net cash proceeds of one or more sales of
the Companys capital stock (other than disqualified stock) at a
redemption price (expressed as a percentage of the principal
amount thereof) of 106.75%, plus accrued and unpaid interest
and additional interest, if any, to, but not including, the
redemption date; provided, that at least 65% of the original
aggregate principal amount of the Notes (calculated after
giving effect to any issuance of additional Notes) remains
outstanding after each such redemption and notice of any such
notice is mailed within 90 days of each such sale of capital
stock.

In addition, in connection with any tender offer of the Notes
at a price of at least 50% of the principal amount of the Notes
tendered, plus accrued and unpaid interest thereon to, but
excluding, the applicable tender settlement date, including an
offer to purchase in connection with a change of control, as
defined in the Indenture, or an asset sale, as defined in the
Indenture, if holders of not less than 90% in aggregate
principal amount of the outstanding Notes validly tender in
such tender offer and the Company, or any third party making
such tender offer, purchases all of the Notes validly tendered,
the Company or such third party will have the right to redeem
all Notes that remain outstanding following such purchase at a
price equal to the price offered to each other holder in such
tender offer plus, to the extent not included in the tender
offer payment, accrued and unpaid interest to but excluding the
date of redemption.

The Company will not give less than 30 days nor more than 90
days notice of any redemption.

Change of Control

Upon the occurrence of a change of control, as defined in the
Indenture, the Company must offer to repurchase the Notes at
101% of the principal amount, plus accrued and unpaid interest
and additional interest, if any, to the payment date.

Covenants

The Indenture contains various covenants that limit the Company
and its restricted subsidiaries and, in certain limited cases,
its Regulated Subsidiaries, among other things, to:

incur additional debt and issue preferred stock;

pay dividends, acquire shares of capital stock, make payments
on subordinated debt or make investments;

place limitations on distributions from Regulated Subsidiaries
or restricted subsidiaries;

issue guarantees;

sell or exchange assets;

enter into transactions with shareholders and affiliates;

create liens; and

effect mergers.

These covenants are subject to a number of important exceptions
and qualifications. These exceptions and qualifications
include, among other things, a variety of provisions that are
intended to allow the Company to continue to conduct its
brokerage operations in the ordinary course of business. In
addition, certain of the covenants will be suspended upon the
Company attaining an investment grade debt rating for the Notes
from both SP Global Ratings and Moodys Investors Service,Inc.

to the Indenture, the following covenants apply to the Company
and its restricted subsidiaries, but generally do not apply, or
apply only in part, to its Regulated Subsidiaries:

limitation on indebtedness and issuances of preferred stock,
which restricts the Companys ability to incur additional
indebtedness or to issue preferred stock;

limitations on restricted payments, which generally restricts
the Companys ability to declare certain dividends or
distributions or to make certain investments;

limitation on dividend and other payment restrictions affecting
restricted subsidiaries or Regulated Subsidiaries, which
generally prohibits restrictions on the ability of certain of
the Companys subsidiaries to pay dividends or make other
transfers;

future Subsidiary Guarantors, which prohibits certain of the
Companys subsidiaries from guaranteeing its indebtedness or
indebtedness of any restricted subsidiary unless the Notes are
comparably guaranteed;

limitation on transactions with shareholders and affiliates,
which generally requires transactions among the Companys
affiliated entities to be conducted on an arms-length basis;

limitation on liens, which generally prohibits the Company and
its restricted subsidiaries from granting liens unless the
Notes are comparably secured; and

limitation on asset sales, which generally prohibits the
Company and certain of its subsidiaries from selling assets or
certain securities or property of significant subsidiaries.

Events of Default

The Indenture also provides for events of default which, if any
of them occurs, would permit or require the principal of and
accrued interest on the Notes to become or to be declared due
and payable.

2. Security Agreement

On June23, 2017, the Company, the Subsidiary Guarantors and The
Bank of New York Mellon Trust Company, N.A., as collateral
agent, entered into a Security Agreement, dated and effective
as of June23, 2017 (the Security Agreement).

to the Security Agreement, the Notes are secured by a
first-priority security interest, subject to certain exceptions
and permitted liens, in substantially all of the Companys and
the Subsidiary Guarantors existing and future tangible and
intangible assets.

3. Registration Rights Agreement

On June23, 2017, the Company and the Subsidiary Guarantors
entered into a registration rights agreement (the Registration
Rights Agreement) with respect to the Notes with the Initial
Purchaser, an affiliate of the Company. In the Registration
Rights Agreement, the Company agreed that it will file an
exchange offer registration statement with the Securities and
Exchange Commission (the SEC) with respect to an offer to
exchange the Notes for registered notes, or the exchange notes,
having identical terms in all material respects to the Notes
and which will evidence the same continuing indebtedness of the
Company and the Subsidiary Guarantors (except that the exchange
notes will not contain terms with respect to transfer
restrictions or interest rate increases as described below).

The Company is required to (i)use its commercially reasonable
efforts to have the exchange offer registration statement
declared effective by the SEC, (ii)keep the exchange offer
registration statement effective until the closing of the
exchange offer and (iii)use its commercially reasonable efforts
to consummate the exchange offer within 360 calendar days after
the closing of the offering. In addition, the Company has
agreed under certain circumstances to use its reasonable best
efforts to cause to become effective a shelf registration
statement relating to resales of the Notes and to keep that
shelf registration statement effective until the second
anniversary date of the issue date of the Notes or such shorter
period that will terminate when all Notes covered by the shelf
registration statement have been sold.

In the event that (i)the exchange offer is not consummated and
no shelf registration statement is declared effective within
360 days of the closing of the offering or (ii)the shelf
registration statement is declared effective but shall
thereafter become unusable for a period in excess of 60 days
(each of (i)and (ii), a Registration Default), the interest
rate borne by the notes will be increased by 0.25% per annum
for the first 90 days, beginning the day after the occurrence
of the first Registration Default, and 0.50% thereafter. Upon
(y)the consummation of the exchange offer or the effectiveness
of a shelf registration statement, as the case may be (in the
case of clause (i)above), or (z)the shelf registration
statement, together with any amendment or supplement thereto,
becomes usable (in the case of clause (ii)above), the interest
rate borne by the notes will be reduced to the original
interest rate if the Company is otherwise in compliance with
this paragraph.

The descriptions set forth above are intended to be summaries
only, are not complete and are qualified in their entirety by
reference to the full and complete terms contained in the
Indenture (including the form of the Notes attached thereto),
the Registration Rights Agreement and the Security Agreement,
copies of which are filed with this Current Report on Form8-K
as Exhibits 4.1, 4.3 and 10.1, respectively, and are
incorporated herein by reference

Item 1.02 Termination of a Material
Definitive Agreement

On June23, 2017, the Company issued a notice of redemption to
redeem all of the $120,000,000 aggregate principal amount of
the outstanding 8.75% Notes and to satisfy and discharge all of
its obligations under the indenture governing the 8.75% Notes
(the 8.75% Notes Indenture). In connection therewith, on
June23, 2017, the Company caused to be deposited, with The Bank
of New York Mellon Trust Company, N.A., the

trustee for the 8.75% Notes, funds sufficient to redeem all
outstanding 8.75% Notes on July23, 2017 (the Redemption Date)
and instructed the trustee to apply such funds to redeem the
8.75% Notes on the Redemption Date. The redemption payment
deposit was an amount equal to the redemption price of 50% of
the aggregate principal amount of the 8.75% Notes, plus accrued
and unpaid interest thereon to, but not including, the
Redemption Date. The 8.75% Notes were scheduled to mature on
April15, 2018.

In connection with the satisfaction and discharge of the 8.75%
Notes Indenture, all of the obligations of the Company and the
Subsidiary Guarantors (other than certain customary provisions
of the indenture, including those relating to the compensation
and indemnification of the trustee, that expressly survive to
the terms of the indenture) were discharged and the guarantees
of the Subsidiary Guarantors and the liens on the collateral
securing the 8.75% Notes were released on June 23, 2017.

Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein
by reference into this Item 2.03.

Item 3.03 Material Modification of
Rights of Security Holders.

The information concerning the Indenture set forth in Item 1.01
is incorporated herein by reference into this Item 3.03.

Item 9.01 Financial Statements and
Exhibits.

(d)Exhibits