Overture Acquisition Corp. Sample Contracts

Overture Acquisition Corp. 15,000,000 Units Ordinary Shares Warrants Underwriting Agreement
Underwriting Agreement • January 11th, 2008 • Overture Acquisition Corp. • Blank checks • New York
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January 30, 2008
Overture Acquisition Corp. • April 28th, 2008 • 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.

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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SHARE PURCHASE AGREEMENT
Share 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.

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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”).

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WARRANT AGREEMENT OVERTURE ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of January 30, 2008
Warrant Agreement • April 28th, 2008 • Overture Acquisition Corp. • Blank checks • New York
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ESCROW AGREEMENT
Escrow 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”).

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OVERTURE ACQUISITION CORP. SECOND AMENDED AND RESTATED SPONSORS’ WARRANTS SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 18th, 2008 • Overture Acquisition Corp. • Blank checks • New York

This SECOND AMENDED AND RESTATED SPONSORS’ WARRANTS SECURITIES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 18, 2008, is entered into by and between Overture Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the purchasers listed in Schedule A hereto (each a “Purchaser” and collectively, the “Purchasers”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 3rd, 2007 • Overture Acquisition Corp. • Blank checks • New York

This Share Purchase Agreement (this “Agreement”), dated as of October 1, 2007, is made and entered into by and among Overture Acquisition Corp., a corporation organized under the laws of the Cayman Islands (the “Company”), and the buyers identified on Schedule A hereto (each, a “Buyer” and collectively, the “Buyers”). Certain capitalized terms are defined in Article I to this Agreement.

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Form of Rule 10b5-1 Share Purchase Plan
Overture Acquisition Corp. • January 11th, 2008 • Blank checks

This Rule 10b5-1 Share Purchase Plan (the “Purchase Plan”), is entered into on __________, 2008 by and between [________________] (“Broker”), Overture Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”) and John F. W. Hunt (the “Sponsor”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 24th, 2007 • 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 October 25, 2007, is made and entered into by and among John F. W. Hunt (“Mr. Hunt”) and Marc J. Blazer (“Mr. Blazer”), (each a “Seller” and collectively, the “Sellers”) 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.

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Right of First Review Agreement for Overture Acquisition Corp.
Overture Acquisition Corp. • January 11th, 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 of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), and one warrant, which is exercisable for one Ordinary Share (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 3 hereof.

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AMENDMENT TO THE UNDERWRITING AGREEMENT
The 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.

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November 30, 2009
Overture 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”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 27th, 2010 • Overture Acquisition Corp. • Life insurance • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this ___ day of January, 2010 by and between Overture Acquisition Corp., a limited life company organized under the laws of the Cayman Islands (“Buyer” or “Overture”) and the signatory on the execution page hereof and its Affiliates (collectively, “Seller”).1

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DEED OF INDEMNITY
Deed 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”).

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OVERTURE ACQUISITION CORP. SPONSORS’ WARRANTS SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 3rd, 2007 • Overture Acquisition Corp. • Blank checks • New York

THIS SPONSORS’ WARRANTS SECURITIES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 25, 2007, is entered into by and among Overture Acquisition Corp., a Cayman Islands exempted limited liability company (the “Company”) and the purchasers listed in Schedule A hereto (each a “Purchaser” and collectively, the “Purchasers”).

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AMENDMENT NO. 1 TO THE ESCROW AGREEMENT
The 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.

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AGREEMENT
Agreement • January 27th, 2010 • Overture Acquisition Corp. • Life insurance • New York

THIS AGREEMENT (this “Agreement”), dated as of January 26, 2010, is made by and among OVERTURE ACQUISITION CORP., a Cayman Islands exempted company (“OAC”), and VICTORY PARK CAPITAL ADVISORS, LLC, on behalf of one or more entities for which it acts as investment manager and other purchasers acceptable to Victory Park Capital Advisors, LLC and OAC (collectively, “Victory Park”).

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