AMENDMENT TO THE UNDERWRITING AGREEMENTThe Underwriting Agreement • December 30th, 2009 • Overture Acquisition Corp. • Life insurance • New York
This Amendment, dated as of December , 2009 (the “Amendment”), hereby amends the Underwriting Agreement, dated as of January 30, 2008 (the “Underwriting Agreement”), by and between J.P. Morgan Securities Inc., as Representative of the Underwriters (the “Representative”), and Overture Acquisition Corp., a Cayman Islands corporation (the “Company”). Terms used, but not defined herein, shall have the meaning ascribed to such term in the Underwriting Agreement.
November 30, 2009Overture Acquisition Corp. • December 30th, 2009 • Life insurance • New York
This confirms our agreement that Overture Acquisition Corp. (the “Company”) has engaged Credit Suisse Securities (USA) LLC (“Credit Suisse”) to act as its non-exclusive capital markets financial advisor with respect to a Transaction (as defined below). As we discussed, the Company may explore a Transaction effectively to acquire blocks of re-insurance assets in the secondary market (“Reinsurance Strategy”).
AMENDMENT NO. 1 TO THE ESCROW AGREEMENTThe Escrow Agreement • December 30th, 2009 • Overture Acquisition Corp. • Life insurance • New York
THIS AMENDMENT NO. 1, dated as of January [_], 2010 (the “Amendment”), to that certain escrow agreement dated January 30, 2008 (the “Escrow Agreement”) by and among OVERTURE ACQUISITION CORP., an exempted limited liability company formed in the Cayman Islands (“Company”), each of John F. W. Hunt, Marc J. Blazer, Blazer Investments, LLC, Marc Blazer 2007 GRAT, Mark Booth, Domenico De Sole, Lawton W. Fitt, Paul S. Pressler and Andrew H. Lufkin (each an “Initial Shareholder” and collectively “Initial Shareholders”), and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”), amends certain provisions of the Escrow Agreement as set forth below.
