January 30, 2008Underwriting Agreement • April 28th, 2008 • Overture Acquisition Corp. • Blank checks • New York
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 16 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2008 • Overture Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 30th day of January, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 28th, 2008 • Overture Acquisition Corp. • Blank checks • New York
This Agreement is made as of January 30, 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 January 30, 2008Warrant Agreement • April 28th, 2008 • Overture Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENTEscrow Agreement • April 28th, 2008 • Overture Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENT, dated as of January 30, 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”).
