[Specimen Warrant
Certificate]
[Face]
THIS WARRANT WILL BE VOID IF NOT
EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME,
JANUARY 30, 2013
OVERTURE ACQUISITION
CORP.
Incorporated Under the Laws of the
Cayman Islands
CUSIP G6830P 118
WARRANT CERTIFICATE
This Warrant Certificate
certifies that ________________________, or registered assigns,
is the registered holder of _________ warrants (the “
Warrants
”) to purchase ordinary shares,
$0.0001 par value (the “ Ordinary Shares ”), of Overture Acquisition Corp., a Cayman
Islands exempted limited liability company (the “
Company
”). Each Warrant entitles the
holder, upon exercise during the period set forth in the Warrant
Agreement referred to below, to purchase from the Company that
number of fully paid and non-assessable Ordinary Shares (each, a
“ Warrant
Share ”) as set
forth below at the exercise price (the “
Exercise Price
”) as determined pursuant to the
Warrant Agreement payable in lawful money of the United States of
America upon surrender of this Warrant Certificate and payment of
the Exercise Price at the office or agency of the Warrant Agent,
but only subject to the conditions set forth herein and in the
Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the
Warrant Agreement.
Each Warrant is initially exercisable
for one fully paid and non-assessable Ordinary Share. The number of
Warrant Shares issuable upon exercise of the Warrants is subject to
adjustment upon the occurrence of certain events set forth in the
Warrant Agreement.
The initial Exercise Price per
Ordinary Share for any Warrant is equal to $7.00 per share. The
Exercise Price is subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.
Warrants may be exercised only during
the Warrant Exercise Period subject to the conditions set forth in
the Warrant Agreement and to the extent not exercised by the end of
such Warrant Exercise Period such Warrants shall become
void.
Reference is hereby made to the
further provisions of this Warrant Certificate set forth on the
reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this
place.
This Warrant Certificate shall not be
valid unless countersigned by the Warrant Agent, as such term is
used in the Warrant Agreement.
This Warrant Certificate shall be
governed and construed in accordance with the internal laws of the
Cayman Islands, without regard to conflicts of laws principles
thereof.
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OVERTURE ACQUISITION CORP.
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By:
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John F. W. Hunt
Chief Executive Officer
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Countersigned:
Dated: ____________, 20__
AMERICAN STOCK TRANSFER & TRUST
COMPANY,
as Warrant Agent
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By:
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Authorized Signatory
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[Specimen Warrant
Certificate]
[Reverse]
The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants
entitling the holder on exercise to receive ordinary shares,
$0.0001 par value, of the Company (the “
Ordinary Shares
”), and are issued or to be
issued pursuant to a Warrant Agreement dated as of January 30, 2008
(the “ Warrant
Agreement ”),
duly executed and delivered by the Company to American Stock
Transfer and Trust Company, as warrant agent (the “
Warrant Agent
”), which Warrant Agreement is
hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the
words “holders” or “holder” meaning the
registered holders or registered holder) of the Warrants. A copy of
the Warrant Agreement may be obtained by the holder hereof upon
written request to the C
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