Ex. 10.4 Overture Acquisition Corp. c/o Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Re: Initial Public Offering Gentlemen:Overture Acquisition Corp. • January 18th, 2008 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Overture Acquisition Corp., a Cayman Islands exempted limited liability company (the “Company”), and J.P. Morgan Securities Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), and one warrant to purchase one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 18 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2008 • Overture Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ________________, 2008, by and among Overture Acquisition Corp., an exempted limited liability company formed in the Cayman Islands (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 18th, 2008 • Overture Acquisition Corp. • Blank checks • New York
This Share Purchase Agreement (as it may from time to time be amended, this “Agreement”), dated as of January 10, 2008, is made and entered into by and among John F. W. Hunt, (the “Seller”) and the buyers identified on Schedule B hereto (each, a “Buyer” and collectively, the “Buyers”). Certain capitalized terms are defined on Schedule A to this Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 18th, 2008 • Overture Acquisition Corp. • Blank checks • New York
This Agreement is made as of _____________, 2008 by and between Overture Acquisition Corp., an exempted limited liability company incorporated in the Cayman Islands (“Company”) and American Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENT OVERTURE ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of _________, 2008Warrant Agreement • January 18th, 2008 • Overture Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENTEscrow Agreement • January 18th, 2008 • Overture Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENT, dated as of _____________, 2008 (“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”).
DEED OF INDEMNITYDeed of Indemnity • January 18th, 2008 • Overture Acquisition Corp. • Blank checks
This Deed of Indemnity (this “Deed”) dated the __ day of _______, 2008, by and between Overture Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ____________, an individual (“Indemnitee”).
