[SPECIMEN UNIT CERTIFICATE]


	 	 	 	 
	
                        NUMBER
 	
                         
 	
                         
 	
                        UNITS
 
	
                        U-
 	
                         
 	
                         
 	
                         
 	
                         
 
					




 

OVERTURE ACQUISITION CORP.

Incorporated Under the Laws of the Cayman Islands

CUSIP [**********]

SEE REVERSE FOR

CERTAIN DEFINITIONS

UNITS CONSISTING OF ONE ORDINARY SHARE AND

ONE WARRANT EACH TO PURCHASE ONE ORDINARY SHARE 

This certifies that __________________________ is the owner of _______________________________ Units.

Each Unit (“Unit”) consists of one (1) ordinary share, $0.0001 par value (“Ordinary Share”), of Overture Acquisition Corp., a Cayman Islands exempted limited liability company (the “Company”), and one warrant (each a “Warrant”). Each Warrant entitles the holder to purchase one (1) Ordinary Share at a price of $ 7.50 (subject to adjustment).  Each Warrant will become exercisable on the later of (i) the Company’s effecting a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more operating businesses and (ii) _________, 2009, and will expire unless exercised before 5:00 p.m., New York time, on _________, 2013, or earlier upon redemption. The Ordinary Share and Warrants comprising the Units represented by this certificate are not transferable separately
prior to __________, 2008 unless J.P. Morgan Securities, Inc. informs the Company that earlier separate trading is allowed. The terms of the Warrants are governed by a Warrant Agreement, dated as of _________, 2008, by and between the Company and American Stock Transfer and Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at [    ], and are available to any Warrant holder on written request and without cost.

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. 

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


	 	 	 
	
                        Dated: _________, 2008
 	
                         [Corporate Seal]


                        
 	
                        _________________________
 
	 	The Cayman Islands

           

   
	Authorized Officer

           

   












Overture Acquisition Corp.

The Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of share or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the Units.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


	 	 
	
                        TEN COM      as tenant in common
 	
                        UNIF GIFT MIN ACT                      Custodian  ___________                                                                                                    

            (Cust)                              (Minor)
 
	
                        TEN ENT       tenants by the entireties
 	
                        Under Uniform Gifts to Minors Act:

                        _____________________

            (State)
 
	
                        JT TEN           as joint tenants with right of 

                        survivorship and not as

                        tenants in common
 	
                         
 




Additional abbreviations may also be used though not in the above list.

For value received, _____________________ hereby sells, assigns and transfers unto _____________________

PLEASE INSERT SOCIAL SECURITY OR OTHER


	
                         
 	
                        IDENTIFYING NUMBER OF ASSIGNEE
 




_______________________________________

___________________________________________________________________________________________________________________________________________________________________________

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

__________________Units represented by the within Certificate, and do hereby irrevocably constitute and appoint ____________________ Attorney to transfer said Units on the books of the within named Company with full power of substitution in the premises.


	 	 
	
                        Dated _____________________
 	
                        ________________________________________
 




Notice: The signature to this assignment must

correspond with the name as written upon the

face of the certificate in every particular,

without alteration or enlargement or any 

change whatever.

Signatures(s) Guaranteed:

 

__________________________________________

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).