Overture Acquisition Corp. (NYSE Amex: NLX) ("Overture") has entered into an agreement with Victory Park Capital Advisors, LLC ("Victory Park"), pursuant to which funds managed by Victory Park or other purchasers acceptable to Victory Park and Overture may purchase up to an aggregate of 2.0 million shares of Overture's ordinary shares from third parties prior to Overture's Extraordinary general meeting of Shareholders. Victory Park is not an affiliate of Overture, its officers and directors and/or their respective affiliates, or Jefferson National Financial Corp. or their officers and directors and/or their respective affiliates. It is anticipated that Victory Park will effect purchases of Overture ordinary shares through independent, privately negotiated transactions with third parties who are institutions or other sophisticated investors that have voted against or indicated an intention to vote against the proposed Business Combination which is described in the Master Agreement, dated December 10, 2009, with Jefferson National Financial Corp. ("JNF"), JNF's subsidiary, Jefferson National Life Insurance Company ("JNL") and JNL Bermuda LLC, a wholly owned subsidiary of JNL, pursuant to which, among other things, following closing and amalgamation with JNL Bermuda, Overture's wholly owned subsidiary, Overture Re Ltd. ("Overture Re") will reinsure blocks of annuities and acquire a portfolio of securities, among other things, in consideration for $120 million in cash and Overture Re will be a long term reinsurer domiciled in Bermuda (the "Business Combination"), as described in Overture's definitive proxy statement/prospectus filed with the Securities and Exchange Commission on January 8, 2010 (the "Proxy Statement").

Pursuant to the agreement with Victory Park, Overture will pay Victory Park a fee of 1.5% of the total purchase price of all shares of Overture's ordinary shares purchased by Victory Park from third parties. In connection with the purchases of ordinary shares by Victory Park, Victory Park and Overture will enter into a stock purchase agreement, pursuant to which Overture will agree to purchase such ordinary shares from Victory Park at a price equal to the aggregate purchase price paid by Victory Park for such shares plus the 1.5% fee described above. No funds other than those payable to Victory Park or redeeming shareholders may be released from the trust account containing the net proceeds of Overture's initial public offering following the consummation of the Business Combination until Overture has arranged for the payment in full of the amount due Victory Park. Such purchases, if made, would increase the likelihood that holders of a majority of shares of Overture's ordinary shares will vote in favor of the Business Combination and that holders of less than 29.99% of Overture's ordinary shares will vote against the Business Combination and seek redemption of their Overture ordinary shares into cash in accordance with Overture's amended and restated memorandum and articles of association.