exv10w29






Exhibit 10.29




December 11, 2009




STRICTLY CONFIDENTIAL
Overture Acquisition Corporation

c/o Maples Corporate Services Limited

Ugland House, Grand Cayman

KY1-1104, Cayman Islands




Attention:



Ladies and Gentlemen:



Pursuant to our recent discussions, we are pleased to confirm the arrangements under which
J.P. Morgan Securities Inc. (“JPMorgan”) is engaged by Overture Acquisition Corporation
(collectively with its
subsidiaries and affiliates, the “Company”) to act as its financial advisor in connection with a possible Transaction (as defined below) with any other person (subject to J.P. Morgan having received
internal conflicts and compliance approvals to provide such advice, once any such person is
identified) (any such target, together with its subsidiaries and affiliates, a “Counterparty”), as
contemplated by the public offering prospectus for the Company. For purposes hereof, the term
“Transaction” shall mean, whether in one or a series of transactions, (a) any merger,
consolidation, joint venture or other business combination pursuant to which the business of a
Counterparty is combined with the Company; and /or (b) the acquisition by the Company, directly or
indirectly, of a majority of the capital stock, assets, properties and /or businesses of a
Counterparty, by way of tender or exchange offer, a direct or indirect purchase, lease, license,
exchange, joint venture or other means.




          Section 1. Financial Advisory Services. During the term of this agreement we will:




          (a) assist the Company in identifying potential Counterparties;




          (b) familiarize ourselves with
the financial condition and business of any Counterparty designated
by the Company and advise and assist the Company in considering the desirability of effecting a
Transaction; and




          (b) provide advice and assistance in connection with the Company’s consideration of the
appropriate structure, purchase price and financial terms and conditions of a Transaction.




          The Company and JPMorgan agree that the Standard Terms and Conditions attached hereto form an
integral part of this agreement and are hereby incorporated herein by reference in their entirely. The Company further understands and agrees that JPMorgan shall (i) provide its services
independently from any other financial advisor retained by the Company (each a “Co-Advisor”), (ii)
will not rely upon any services or work performed by any such Co-Advisor and (iii) shall have no liability to the  Company or its securityholders for any actions or omissions of the Co-Advisor.




          Section 2. Compensation. The fees payable to JPMorgan for the foregoing services shall be a non-refundable fee of $500,000 payable upon the consummation of any  Transaction during the term




 









 





Overture Acquisition Corporation

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hereof or at any time within 12 months after expiration or termination of this agreement, as the
case may
be.




          Section 3. Payments. All amounts payable under this agreement (including the Standard
Terms and Conditions) shall be paid in immediately available funds in U.S. dollars, without setoff
and without deduction for any withholding, value-added or other similar taxes, charges, fees or
assessments.




          Section 4. Term.
This agreement will be effective as of December 11, 2008 (the “Effective
Date”) and will expire on January 30, 2010. Our services hereunder may be earlier terminated, with
or without cause by you or by us at any time and without liability or continuing obligation to you
or to us (except for any expenses incurred by us to the date of termination); provided that the
provisions of Sections 2, 3 and 4 hereof and Sections 1, 2 and 4 of the Standard Terms and
Conditions shall survive any termination or expiration of this agreement.




          If
the terms of our engagement as set forth in this agreement (including
the attached Standard Terms and Conditions) are satisfactory, kindly
sign the enclosed copy of this letter and return it to the
undersigned. We look forward to working with the Company on this assignment.




	 	 	 	 	 
	 	Very truly yours,





J.P. MORGAN SECURITIES INC.

 	 
	 	By:  	/s/ Jill Woodworth
 	 
	 	 	Name:  	Jill Woodworth 	 
	 	 	Title:  	Executive Director 	 
	 



Accepted and Agreed As Of

The Date First Written Above:




	 	 	 	 	 
	Overture Acquisition Corporation

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Enclosure




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Overture Acquisition Corporation

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STANDARD TERMS AND CONDITIONS



The following general terms and conditions shall be incorporated by reference into the engagement
letter dated December 11, 2009 between Overture Acquisition Corporation and JPMorgan to which these
terms are attached (the “Engagement Letter”). Capitalized terms used below without definition
shall have the meanings assigned to them in the Engagement Letter and any references herein to the
“Agreement” shall mean the Engagement Letter together with these Standard Terms and Conditions.




          Section 1. Indemnification and Contribution.




          (a) The Company agrees (i) to indemnify and hold harmless JPMorgan and its affiliates, and the
respective directors, officers, agents, and employees of JPMorgan and its affiliates (JPMorgan and
each such entity or person being referred to as an “Indemnified Person”), from and against any
losses, claims, demands, damages or liabilities of any kind (collectively, “Liabilities”) relating
to or arising out of activities performed or services furnished pursuant to the Agreement, any
Transaction or JPMorgan’s role in connection therewith, and (ii) to reimburse each Indemnified
Person for all reasonable expenses (including reasonable fees and disbursements of counsel)
incurred by such Indemnified Person in connection with investigating, preparing or defending any
investigative, administrative, judicial or regulatory action or proceeding in any jurisdiction
related to or arising out of such activities, services, Transaction or role, whether or not in
connection with pending or threatened litigation to which any Indemnified Person is a party, in
each case as such expenses are incurred or paid. The Company will not, however, be responsible for
any such Liabilities or expenses to the extent that they are finally judicially determined to have
resulted primarily from JPMorgan’s bad faith, gross negligence or willful misconduct. The Company
also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in
contract, tort or otherwise) to the Company or any of its securityholders or creditors for or in
connection with the Agreement, any Transaction or JPMorgan’s role or services in connection
therewith, except to the extent that any such Liabilities or expenses incurred by the Company are
finally judicially determined to have resulted primarily from JPMorgan’s bad faith, gross
negligence or willful misconduct. In no event shall the Company or any Indemnified Person be
responsible for any special, indirect or consequential damages incurred by the other; provided
that nothing in this sentence shall be deemed to (i) relieve the Company of any obligation it may
otherwise have hereunder to indemnify an Indemnified Person for any such damages asserted by an
unaffiliated third party or (ii) relieve JPMorgan of any liability it may otherwise have hereunder
to the Company for any such damages which the Company becomes legally obligated to pay to an
unaffiliated third party.




          (b) The Company shall not be liable for any settlement of any litigation or proceeding effected
without its written consent. The Company will not, without JPMorgan’s written consent, settle,
compromise, consent to the entry of any judgment in or otherwise seek to terminate any claim,
action or proceeding in respect of which indemnity may be sought hereunder, whether or not any
Indemnified
Person is an actual or potential party thereto, unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Person from any liabilities arising out of such
claim, action or proceeding. If the Company enters into any agreement or arrangement
with respect to, or effects, any proposed sale, exchange, dividend or other distribution or
liquidation of all or substantially all of its assets in one or a series of transactions, the
Company
shall provide for the assumption of its obligations under this Section 1 by the purchaser or
transferee of such assets or another party reasonably satisfactory to JPMorgan.




          (c) If the foregoing indemnification is unavailable or insufficient to hold an Indemnified Person
harmless in respect of any Liabilities (and related expenses) referred to therein then, in lieu of






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indemnifying such Indemnified Person hereunder, the Company shall contribute to the amount paid or
payable by such Indemnified Person as a result of such Liabilities (and related expenses) in such
proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and
JPMorgan, on the other hand, of the Transaction (whether or not the Transaction is consummated)
and also the relative fault of each of the Company and JPMorgan, as well as any other relevant
equitable considerations; provided, however, that except to the extent that any
such Liabilities or expenses are finally judicially determined to have resulted primarily from JPMorgan’s bad faith, gross negligence or willful misconduct, in no event shall the Indemnified
Persons be required to contribute an aggregate amount in excess of the aggregate amount of fees
actually received by JPMorgan under the Engagement Letter. For the purposes of this Agreement, the
relative benefits to the Company and JPMorgan of the Transaction shall be deemed to be in the same
proportion as (i) the total value paid or contemplated to be paid or received or contemplated to be
received by the Company or its securityholders, as the case may be, in connection with the
Transaction or Transactions that are the subject of the Engagement Letter, whether or not any such
Transaction is consummated, bears to (ii) the fees paid or to be paid to JPMorgan under the
Engagement Letter.




          Section 2. Financial Advisory Role, Information, Reliance, Confidentiality, etc.




          (a) The Company understands that JPMorgan is acting solely as a financial advisor, is
acting as an independent contractor and is not undertaking to provide any legal, accounting or tax
advice in connection with its engagement under the Agreement and that JPMorgan’s role in any due
diligence will be limited solely to performing such review as it shall deem necessary to support
its own advice and analysis and shall not be on behalf of the Company.




          (b) The Company agrees to provide to JPMorgan all information reasonably requested by
JPMorgan for the purpose of its engagement under the Agreement and to provide reasonable access to
employees and directors of the Company as JPMorgan requests. JPMorgan shall be entitled to rely
upon and assume, without any obligation of independent verification, the accuracy and completeness of all
information that is publicly available and of all information that has been furnished to it by the
Company or any Counterparty or otherwise reviewed by JPMorgan, and JPMorgan shall not assume any
responsibility or have any liability therefor. JPMorgan has no obligation to conduct any appraisal
of any assets or liabilities or to evaluate the solvency of the Company or any Counterparty under
any state or federal laws relating to bankruptcy, insolvency or similar matters.




          (c) In order to enable JPMorgan to bring relevant expertise to bear on its
engagement
under the Agreement from among its global affiliates, the Company agrees that JPMorgan may share
information obtained from the Company hereunder with its affiliates, and may perform the services
contemplated hereby in conjunction with its affiliates, and that any
JPMorgan affiliates performing services hereunder shall be entitled to the benefits and subject to the terms of the Agreement. The
Company agrees that JPMorgan shall have the right to review and pre-approve any reference to it or
its role as financial advisor under the Agreement in any public statement made by the Company (such
approval not to be unreasonably withheld).




          (d) JPMorgan’s financial advice is intended solely for the benefit and use of the
senior
management and the Board of Directors of the Company in considering a Transaction, is not on behalf
of, and shall not confer rights or remedies upon, any shareholder or creditor of the Company or any
other person, and may not be used or relied upon for any other purpose. Except as otherwise
required by applicable law or governmental or stock exchange regulation, the Company will treat JPMorgan’s advice and the terms of the Agreement as confidential and will not disclose them to any
third party (other than, on a confidential basis, to its counsel and other advisors in connection
with a Transaction, it being understood that the Company will be responsible for any breach by such
counsel or advisors of the provisions of this sentence) in any manner without JPMorgan’s prior
written approval.





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          (e) Notwithstanding any other provision herein, the Company and
each of
its
employees, representatives or other agents may disclose to any and all persons, without limitation
of any kind, the U.S. income and franchise tax treatment and the U.S. income and franchise tax
structure of the transactions contemplated hereby and all materials of any kind (including opinions
or other tax analyses, if any) that are provided to the Company relating to such tax treatment and
tax structure insofar as such treatment and/or structure relates to a U.S. income or franchise tax
strategy, if any, provided to the Company by JPMorgan or its affiliates.




          Section 3. Other Business Relationships.




          (a) You understand that JPMorgan and its affiliates (collectively, “Morgan”) comprise a
full service securities firm and a commercial bank engaged in securities trading and brokerage
activities, as well as providing investment banking, asset management, financing, and
financial advisory services and other commercial and investment banking products and services to a
wide range of corporations and individuals. In the ordinary course of our trading, brokerage,
asset management, and financing activities, Morgan may at any time hold long or short positions,
and may trade or otherwise effect transactions, for our own account or the accounts of
customers, in debt or equity securities or senior loans of any Counterparty,
the Company or any other company that may be involved in the Transaction.
Morgan recognizes its responsibility for compliance with federal securities laws in connection with
such activities.




          (b) In addition, Morgan may
have and may in the future have
investment and commercial banking, trust and other relationships with parties other than the Company, which parties
may have interests with respect to the Company, any Counterparty or a Transaction. Without
limiting the
foregoing, the Company acknowledges and agrees that, in agreeing to provide the advisory services
contemplated by the Agreement, JPMorgan reserves the right of Morgan to pursue opportunities to
arrange and/or provide new financing to other potential parties to an acquisition or business
combination transaction involving any Counterparty specifically in connection with such
transaction. The Company acknowledges its understanding that the interests of Morgan in its
capacity as arranger and/or provider of financing to other potential parties in respect of a
transaction involving any Counterparty may differ from those of the Company with respect to the
timing, pricing and terms and conditions of a Transaction or any such alternative acquisition or
business combination transaction and otherwise, and the Company expressly waives any conflicts of
interest which may result from JPMorgan’s multiple roles as advisor to the Company hereunder and as
an arranger and/or provider (or an affiliate to such an arranger or provider) of financing to other
potential parties to a transaction involving any Counterparty. Notwithstanding anything contained
herein, during the term of the Agreement, Morgan shall not act as M&A financial advisor to any
party (other than the Company) in connection with a Transaction or any other acquisition or
business combination transaction involving any Counterparty with respect to which JPMorgan has
agreed to advise the Company (as contemplated by the opening paragraph of the Engagement Letter).
Although Morgan in the course of its other relationships described above may acquire information
about the Transaction, any Counterparty or such other parties, Morgan shall have no obligation to
disclose such information, or the fact that Morgan is in possession of such information, to the
Company or to use such information on the Company’s behalf. Furthermore Morgan may have fiduciary
or other relationships whereby Morgan may exercise voting power over securities of various persons,
which securities may from time to time include securities of the Company, any Counterparty or
others with interests with respect to a Transaction. The Company acknowledges that Morgan may
exercise such powers and otherwise perform its functions in connection with such fiduciary or other
relationships without regard to its relationship to the Company hereunder.




          Section 4. Miscellaneous. The Agreement may not be assigned by the
Company or JPMorgan without the prior written consent of
the other.
The Agreement constitutes the entire





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understanding of the parties with respect to the subject matter thereof, supersedes all prior agreements
with respect thereto, may not be amended except in writing signed by both of the parties, has been
duly authorized and executed by each of the parties hereto and constitutes the legal, binding
obligation of each such party. The Agreement shall be governed by and construed in accordance with
the laws of the State of New York without reference to principles of conflicts of law. Each of the
Company and JPMorgan irrevocably and unconditionally submits to the exclusive jurisdiction and
venue of any State or Federal court sitting in New York City over any action, suit or proceeding
arising out of or relating to this Agreement. Each of the Company and JPMorgan irrevocably and
unconditionally waives any objection to the laying of venue of any such action brought in any such court and any claim that any such action has
been brought in an inconvenient Forum. JPMorgan and the Company (on its own behalf and, to the
extent permitted by law, on behalf of its shareholders) each waives any right to trial by jury in
any action, claim, suit or proceeding with respect to JPMorgan’s engagement as financial advisor
under the Agreement or its role in connection herewith.





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