Unassociated Document


    EXHIBIT
      10.12

      
        
          
            
              

                REGISTRATION
                  RIGHTS AGREEMENT

                 

                THIS
                  REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
                  is
                  entered into as of the __ day of ________, 2008, by and among Symphony
                  Acquisition Corp., a Delaware corporation (the “Company”)
                  and
                  the undersigned parties listed under Investor on the signature
                  page hereto
                  (each, an “Investor”
and
                  collectively, the “Investors”).

                 

                WHEREAS,
                  the Investors currently hold all of the issued and outstanding
                  securities of the
                  Company;

                 

                WHEREAS,
                  the Investors and the Company desire to enter into this Agreement
                  to provide the
                  Investors with certain rights relating to the registration of shares
                  of Common
                  Stock held by them;

                 

                NOW,
                  THEREFORE, in consideration of the mutual covenants and agreements
                  set forth
                  herein, and for other good and valuable consideration, the receipt
                  and
                  sufficiency of which are hereby acknowledged, the parties hereto
                  agree as
                  follows:

                 

                1.  DEFINITIONS.
                  The
                  following capitalized terms used herein have the following
                  meanings:

                 

                “Agreement”
means
                  this Agreement, as amended, restated, supplemented, or otherwise
                  modified from
                  time to time.

                 

                “Commission”
means
                  the Securities and Exchange Commission, or any other federal agency
                  then
                  administering the Securities Act or the Exchange Act.

                 

                “Common
                  Stock”
means
                  the common stock, par value $0.0001 per share, of the Company.

                 

                “Company”
is
                  defined in the preamble to this Agreement.

                 

                “Demand
                  Registration”
is
                  defined in Section 2.1.1.

                 

                “Demanding
                  Holder”
is
                  defined in Section 2.1.1.

                 

                “Exchange
                  Act”
means
                  the Securities Exchange Act of 1934, as amended, and the rules
                  and regulations
                  of the Commission promulgated thereunder, all as the same shall
                  be in effect at
                  the time.

                 

                “Form
                  S-3”
is
                  defined in Section 2.3.

                 

                “Indemnified
                  Party”
is
                  defined in Section 4.3.

                 

                “Indemnifying
                  Party”
is
                  defined in Section 4.3.

                 

                “Initial
                  Common Stock”
means
                  the shares of Common Stock underlying the Initial Units issued
                  and outstanding
                  prior to the IPO.

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                “Initial
                  Securities”
means
                  the shares of Initial Common Stock, the Initial Units, the Initial
                  Warrants and
                  the shares of Common Stock underlying the Initial Warrants.

                 

                “Initial
                  Units”
                  means
                  the units, each consisting of one share of Initial Common Stock
                  and one Initial
                  Warrant, held by the Investors prior the date hereof. 

                 

                “Initial
                  Warrants”
means
                  the warrants of the Company to purchase shares of Common Stock
                  underlying the
                  Initial Units issued and outstanding prior to the IPO.

                 

                “Insider
                  Warrants”
means
                  the Warrants being purchased privately by certain of the Investors
                  simultaneously with the consummation of the Company’s initial public
                  offering.

                 

                “Investor”
is
                  defined in the preamble to this Agreement.

                 

                “Investor
                  Indemnified Party”
is
                  defined in Section 4.1.

                 

                “Maximum
                  Number of Shares”
is
                  defined in Section 2.1.4.

                 

                “Notices”
is
                  defined in Section 6.3.

                 

                “Piggy-Back
                  Registration”
is
                  defined in Section 2.2.1.

                 

                “Pro
                  Rata”
as
                  defined in Section 2.1.4.

                 

                “Register,”
                  “Registered”
                  and
“Registration”
mean
                  a
                  registration effected by preparing and filing a registration statement
                  or
                  similar document in compliance with the requirements of the Securities
                  Act, and
                  the applicable rules and regulations promulgated thereunder, and
                  such
                  registration statement becoming effective.

                 

                “Registrable
                  Securities”
mean
                  (i) all of the Initial Units (and underlying securities) beneficially
                  owned or
                  held by Investors prior to the consummation of the Company’s initial public
                  offering and (ii) all of the Insider Warrants (and underlying shares
                  of Common
                  Stock). Registrable Securities include any warrants, shares of
                  capital stock or
                  other securities of the Company issued as a dividend or other distribution
                  with
                  respect to or in exchange for or in replacement of such shares
                  of Common Stock.
                  As to any particular Registrable Securities, such securities shall
                  cease to be
                  Registrable Securities when: (a) a Registration Statement with
                  respect to the
                  sale of such securities shall have become effective under the Securities
                  Act and
                  such securities shall have been sold, transferred, disposed of
                  or exchanged in
                  accordance with such Registration Statement; (b) such securities
                  shall have been
                  otherwise transferred, new certificates for them not bearing a
                  legend
                  restricting further transfer shall have been delivered by the Company
                  and
                  subsequent public distribution of them shall not require registration
                  under the
                  Securities Act; (c) such securities shall have ceased to be outstanding,
                  or (d)
all
                  of
                  the Registrable Securities are freely saleable under Rule 144 without
                  restriction.

                 

                “Registration
                  Statement”
means
                  a
                  registration statement filed by the Company with the Commission
                  in compliance
                  with the Securities Act and the rules and regulations promulgated
                  thereunder for
                  a public offering and sale of Registrable Securities (other than
                  a registration
                  statement on Form S-4 or Form S-8, or their successors, or any
                  registration
                  statement covering only securities proposed to be issued in exchange
                  for
                  securities or assets of another entity).

                 

                
                  
                    
                    

                  

                  
                    2

                    
                      

                    

                  

                  
                    
                    

                  

                

                “Release
                  Date”
means
                  the date on which the Initial Units (and underlying securities)
                  are disbursed
                  from escrow pursuant to Section 3 of that certain Securities Escrow
                  Agreement
                  dated as of ________, 2008 by and among the parties hereto and
                  American Stock
                  Transfer & Trust Company.

                 

                “Securities
                  Act”
means
                  the Securities Act of 1933, as amended, and the rules and regulations
                  of the
                  Commission promulgated thereunder, all as the same shall be in
                  effect at the
                  time.

                 

                “Underwriter”
means
                  a
                  securities dealer who purchases any Registrable Securities as principal
                  in an
                  underwritten offering and not as part of such dealer’s market-making
                  activities.

                 

                2.  REGISTRATION
                  RIGHTS.

                 

                2.1  Demand
                  Registration.

                 

                2.1.1.  Request
                  for Registration.
                  At any
                  time and from time to time on or after the date that is (i) after
                  the Company
                  consummates a Business Combination (as defined in the Company’s Registration
                  Statement with respect to its initial public offering) with respect
                  to the
                  Insider Warrants (or underlying shares of Common Stock) or (ii)
                  three months
                  prior to the Release Date with respect to all Registrable Securities
                  (to the
                  extent not previously registered by the Company pursuant to the
                  preceding
                  subclause (i)), the holders of a majority-in-interest of such Insider
                  Warrants
                  (or underlying shares of Common Stock) or other Registrable Securities,
                  as the
                  case may be, held by the Investors or the transferees of the Investors,
                  may make
                  a written demand for registration under the Securities Act of all
                  or part of
                  their Insider Warrants (or underlying shares of Common Stock) or
                  other
                  Registrable Securities, as the case may be (a “Demand
                  Registration”).
                  Any
                  demand for a Demand Registration shall specify the number of shares
                  of
                  Registrable Securities proposed to be sold and the intended method(s)
                  of
                  distribution thereof. The Company will notify all holders of Registrable
                  Securities of the demand, and each holder of Registrable Securities
                  who wishes
                  to include all or a portion of such holder’s Registrable Securities in the
                  Demand Registration (each such holder including shares of Registrable
                  Securities
                  in such registration, a “Demanding
                  Holder”)
                  shall
                  so notify the Company within fifteen (15) days after the receipt
                  by the holder
                  of the notice from the Company. Upon any such request, the Demanding
                  Holders
                  shall be entitled to have their Registrable Securities included
                  in the Demand
                  Registration, subject to Section 2.1.4 and the provisos set forth
                  in Section
                  3.1.1. The Company shall not be obligated to effect more than an
                  aggregate of
                  two (2) Demand Registrations under this Section 2.1.1 in respect
                  of all
                  Registrable Securities.

                 

                2.1.2.  Effective
                  Registration.
                  A
                  registration will not count as a Demand Registration until the
                  Registration
                  Statement filed with the Commission with respect to such Demand
                  Registration has
                  been declared effective and the Company has complied with all of
                  its obligations
                  under this Agreement with respect thereto; provided, however, that
                  if, after
                  such Registration Statement has been declared effective, the offering
                  of
                  Registrable Securities pursuant to a Demand Registration is interfered
                  with by
                  any stop order or injunction of the Commission or any other governmental
                  agency
                  or court, the Registration Statement with respect to such Demand
                  Registration
                  will be deemed not to have been declared effective, unless and
                  until, (i) such
                  stop order or injunction is removed, rescinded or otherwise terminated,
                  and (ii)
                  a majority-in-interest of the Demanding Holders thereafter elect
                  to continue the
                  offering; provided, further, that the Company shall not be obligated
                  to file a
                  second Registration Statement until a Registration Statement that
                  has been filed
                  is counted as a Demand Registration or is terminated.

                 

                
                  
                    
                    

                  

                  
                    3

                    
                      

                    

                  

                  
                    
                    

                  

                

                2.1.3.  Underwritten
                  Offering.
                  If a
                  majority-in-interest of the Demanding Holders so elect and such
                  holders so
                  advise the Company as part of their written demand for a Demand
                  Registration,
                  the offering of such Registrable Securities pursuant to such Demand
                  Registration
                  shall be in the form of an underwritten offering. In such event,
                  the right of
                  any holder to include its Registrable Securities in such registration
                  shall be
                  conditioned upon such holder’s participation in such underwriting and the
                  inclusion of such holder’s Registrable Securities in the underwriting to the
                  extent provided herein. All Demanding Holders proposing to distribute
                  their
                  securities through such underwriting shall enter into an underwriting
                  agreement
                  in customary form with the Underwriter or Underwriters selected
                  for such
                  underwriting by a majority-in-interest of the holders initiating
                  the Demand
                  Registration.

                 

                2.1.4.  Reduction
                  of Offering.
                  If the
                  managing Underwriter or Underwriters for a Demand Registration
                  that is to be an
                  underwritten offering advises the Company and the Demanding Holders
                  in writing
                  that the dollar amount or number of shares of Registrable Securities
                  which the
                  Demanding Holders desire to sell, taken together with all other
                  shares of Common
                  Stock or other securities which the Company desires to sell and
                  the shares of
                  Common Stock, if any, as to which registration has been requested
                  pursuant to
                  written contractual piggy-back registration rights held by other
                  stockholders of
                  the Company who desire to sell, exceeds the maximum dollar amount
                  or maximum
                  number of shares that can be sold in such offering without adversely
                  affecting
                  the proposed offering price, the timing, the distribution method,
                  or the
                  probability of success of such offering (such maximum dollar amount
                  or maximum
                  number of shares, as applicable, the “Maximum
                  Number of Shares”),
                  then
                  the Company shall include in such registration: (i) first, the
                  Registrable
                  Securities as to which Demand Registration has been requested by
                  the Demanding
                  Holders (pro rata in accordance with the number of shares that
                  each such Person
                  has requested be included in such registration, regardless of the
                  number of
                  shares held by each such Person (such proportion is referred to
                  herein as
                  "Pro
                  Rata"))
                  that
                  can be sold without exceeding the Maximum Number of Shares; (ii)
                  second, to the
                  extent that the Maximum Number of Shares has not been reached under
                  the
                  foregoing clause (i), the shares of Common Stock or other securities
                  that the
                  Company desires to sell that can be sold without exceeding the
                  Maximum Number of
                  Shares; (iii) third, to the extent that the Maximum Number of Shares
                  has not
                  been reached under the foregoing clauses (i) and (ii), the shares
                  of Common
                  Stock or other securities registrable pursuant to the terms of
                  the Unit Purchase
                  Option issued to EarlyBirdCapital, Inc. or its designees in connection
                  with the
                  Company’s initial public offering (the “Unit
                  Purchase Option”
and
                  such registrable securities, the "Option
                  Securities")
                  as to
                  which "piggy-back" registration has been requested by the holders
                  thereof, Pro
                  Rata, that can be sold without exceeding the Maximum Number of
                  Shares; and (iv)
                  fourth, to the extent that the Maximum Number of Shares have not
                  been reached
                  under the foregoing clauses (i), (ii), and (iii), the shares of
                  Common Stock or
                  other securities for the account of other persons that the Company
                  is obligated
                  to register pursuant to written contractual arrangements with such
                  persons and
                  that can be sold without exceeding the Maximum Number of Shares.

                 

                
                  
                    
                    

                  

                  
                    4

                    
                      

                    

                  

                  
                    
                    

                  

                

                2.1.5.  Withdrawal.
                  If a
                  majority-in-interest of the Demanding Holders disapprove of the
                  terms of any
                  underwriting or are not entitled to include all of their Registrable
                  Securities
                  in any offering, such majority-in-interest of the Demanding Holders
                  may elect to
                  withdraw from such offering by giving written notice to the Company
                  and the
                  Underwriter or Underwriters of their request to withdraw prior
                  to the
                  effectiveness of the Registration Statement filed with the Commission
                  with
                  respect to such Demand Registration. If the majority-in-interest
                  of the
                  Demanding Holders withdraws from a proposed offering relating to
                  a Demand
                  Registration, then such registration shall not count as a Demand
                  Registration
                  provided for in Section 2.1.

                 

                2.2  Piggy-Back
                  Registration.

                 

                2.2.1.  Piggy-Back
                  Rights.
                  If at
                  any time on or after the date the Company consummates a Business
                  Combination the
                  Company proposes to file a Registration Statement under the Securities
                  Act with
                  respect to an offering of equity securities, or securities or other
                  obligations
                  exercisable or exchangeable for, or convertible into, equity securities,
                  by the
                  Company for its own account or for stockholders of the Company
                  for their account
                  (or by the Company and by stockholders of the Company including,
                  without
                  limitation, pursuant to Section 2.1), other than a Registration
                  Statement (i)
                  filed in connection with any employee stock option or other benefit
                  plan, (ii)
                  for a merger or other similar transaction or an exchange offer
                  or offering of
                  securities solely to the Company’s existing stockholders, (iii) for an offering
                  of debt that is convertible into equity securities of the Company
                  or (iv) for a
                  dividend reinvestment plan, then the Company shall (x) give written
                  notice of
                  such proposed filing to the holders of Registrable Securities as
                  soon as
                  practicable but in no event less than ten (10) days before the
                  anticipated
                  filing date, which notice shall describe the amount and type of
                  securities to be
                  included in such offering, the intended method(s) of distribution,
                  and the name
                  of the proposed managing Underwriter or Underwriters, if any, of
                  the offering,
                  and (y) offer to the holders of Registrable Securities in such
                  notice the
                  opportunity to register the sale of such number of shares of Registrable
                  Securities as such holders may request in writing within five (5)
                  days following
                  receipt of such notice (a “Piggy-Back
                  Registration”).
                  The
                  Company shall cause such Registrable Securities to be included
                  in such
                  registration and shall use its best efforts to cause the managing
                  Underwriter or
                  Underwriters of a proposed underwritten offering to permit the
                  Registrable
                  Securities requested to be included in a Piggy-Back Registration
                  on the same
                  terms and conditions as any similar securities of the Company and
                  to permit the
                  sale or other disposition of such Registrable Securities in accordance
                  with the
                  intended method(s) of distribution thereof. All holders of Registrable
                  Securities proposing to distribute their securities through a Piggy-Back
                  Registration that involves an Underwriter or Underwriters shall
                  enter into an
                  underwriting agreement in customary form with the Underwriter or
                  Underwriters
                  selected for such Piggy-Back Registration.

                 

                2.2.2.  Reduction
                  of Offering.
                  If the
                  managing Underwriter or Underwriters for a Piggy-Back Registration
                  that is to be
                  an underwritten offering advises the Company and the holders of
                  Registrable
                  Securities in writing that the dollar amount or number of shares
                  of Common Stock
                  which the Company desires to sell, taken together with shares of
                  Common Stock,
                  if any, as to which registration has been demanded pursuant to
                  written
                  contractual arrangements with persons other than the holders of
                  Registrable
                  Securities hereunder, the Registrable Securities as to which registration
                  has
                  been requested under this Section 2.2, and the shares of Common
                  Stock, if any,
                  as to which registration has been requested pursuant to the written
                  contractual
                  piggy-back registration rights of other stockholders of the Company,
                  exceeds the
                  Maximum Number of Shares, then the Company shall include in any
                  such
                  registration:

                 

                
                  
                    
                    

                  

                  
                    5

                    
                      

                    

                  

                  
                    
                    

                  

                

                a)  If
                  the registration is undertaken for the Company’s account: (A) first, the shares
                  of Common Stock or other securities that the Company desires to
                  sell that can be
                  sold without exceeding the Maximum Number of Shares; (B) second,
                  to the extent
                  that the Maximum Number of Shares has not been reached under the
                  foregoing
                  clause (A), the shares of Common Stock or other securities, if
                  any, comprised of
                  Registrable Securities, as to which registration has been requested
                  pursuant to
                  the applicable written contractual piggy-back registration rights
                  of such
                  security holders, Pro Rata, that can be sold without exceeding
                  the Maximum
                  Number of Shares; and (C) third, to the extent that the Maximum
                  Number of shares
                  has not been reached under the foregoing clauses (A) and (B), the
                  shares of
                  Common Stock or other securities for the account of other persons
                  that the
                  Company is obligated to register pursuant to written contractual
                  piggy-back
                  registration rights with such persons and that can be sold without
                  exceeding the
                  Maximum Number of Shares; and

                 

                b)  If
                  the registration is a “demand” registration undertaken at the demand of persons
                  other than the holders of Registrable Securities, (A) first, the
                  shares of
                  Common Stock or other securities for the account of the demanding
                  persons that
                  can be sold without exceeding the Maximum Number of Shares; (B)
                  second, to the
                  extent that the Maximum Number of Shares has not been reached under
                  the
                  foregoing clause (A), the shares of Common Stock or other securities
                  that the
                  Company desires to sell that can be sold without exceeding the
                  Maximum Number of
                  Shares; (C) third, to the extent that the Maximum Number of Shares
                  has not been
                  reached under the foregoing clauses (A) and (B), collectively the
                  shares of
                  Common Stock or other securities comprised of Registrable Securities,
                  Pro Rata,
                  as to which registration has been requested pursuant to the terms
                  hereof, as
                  applicable, that can be sold without exceeding the Maximum Number
                  of Shares; and
                  (D) fourth, to the extent that the Maximum Number of Shares has
                  not been reached
                  under the foregoing clauses (A), (B) and (C), the shares of Common
                  Stock or
                  other securities for the account of other persons that the Company
                  is obligated
                  to register pursuant to written contractual arrangements with such
                  persons, that
                  can be sold without exceeding the Maximum Number of Shares.

                 

                2.2.3.  Withdrawal.
                  Any
                  holder of Registrable Securities may elect to withdraw such holder’s request for
                  inclusion of Registrable Securities in any Piggy-Back Registration
                  by giving
                  written notice to the Company of such request to withdraw prior
                  to the
                  effectiveness of the Registration Statement. The Company (whether
                  on its own
                  determination or as the result of a withdrawal by persons making
                  a demand
                  pursuant to written contractual obligations) may withdraw a registration
                  statement at any time prior to the effectiveness of the Registration
                  Statement.
                  Notwithstanding any such withdrawal, the Company shall pay all
                  expenses incurred
                  by the holders of Registrable Securities in connection with such
                  Piggy-Back
                  Registration as provided in Section 3.3.

                 

                
                  
                    
                    

                  

                  
                    6

                    
                      

                    

                  

                  
                    
                    

                  

                

                2.3  Registrations
                  on Form S-3.
                  The
                  holders of Registrable Securities may at any time and from time
                  to time, request
                  in writing that the Company register the resale of any or all of
                  such
                  Registrable Securities on Form S-3 or any similar short-form registration
                  which
                  may be available at such time (“Form
                  S-3”);
                  provided, however, that the Company shall not be obligated to effect
                  such
                  request through an underwritten offering. Upon receipt of such
                  written request,
                  the Company will promptly give written notice of the proposed registration
                  to
                  all other holders of Registrable Securities, and, as soon as practicable
                  thereafter, effect the registration of all or such portion of such
                  holder’s or
                  holders’ Registrable Securities as are specified in such request, together
                  with
                  all or such portion of the Registrable Securities or other securities
                  of the
                  Company, if any, of any other holder or holders joining in such
                  request as are
                  specified in a written request given within fifteen (15) days after
                  receipt of
                  such written notice from the Company; provided, however, that the
                  Company shall
                  not be obligated to effect any such registration pursuant to this
                  Section 2.3:
                  (i) if Form S-3 is not available for such offering; or (ii) if
                  the holders of
                  the Registrable Securities, together with the holders of any other
                  securities of
                  the Company entitled to inclusion in such registration, propose
                  to sell
                  Registrable Securities and such other securities (if any) at any
                  aggregate price
                  to the public of less than $500,000. Registrations effected pursuant
                  to this
                  Section 2.3 shall not be counted as Demand Registrations effected
                  pursuant to
                  Section 2.1.

                 

                3.  REGISTRATION
                  PROCEDURES.

                 

                3.1  Filings;
                  Information.
                  Whenever the Company is required to effect the registration of
                  any Registrable
                  Securities pursuant to Section 2, the Company shall use its best
                  efforts to
                  effect the registration and sale of such Registrable Securities
                  in accordance
                  with the intended method(s) of distribution thereof as expeditiously
                  as
                  practicable, and in connection with any such request:

                 

                3.1.1.  Filing
                  Registration Statement.
                  The
                  Company shall, as expeditiously as possible and in any event within
                  sixty (60)
                  days after receipt of a request for a Demand Registration pursuant
                  to Section
                  2.1, prepare and file with the Commission a Registration Statement
                  on any form
                  for which the Company then qualifies or which counsel for the Company
                  shall deem
                  appropriate and which form shall be available for the sale of all
                  Registrable
                  Securities to be registered thereunder in accordance with the intended
                  method(s)
                  of distribution thereof, and shall use its best efforts to cause
                  such
                  Registration Statement to become and remain effective for the period
                  required by
                  Section 3.1.3; provided, however, that the Company shall have the
                  right to defer
                  any Demand Registration for up to thirty (30) days, and any Piggy-Back
                  Registration for such period as may be applicable to deferment
                  of any demand
                  registration to which such Piggy-Back Registration relates, in
                  each case if the
                  Company shall furnish to the holders a certificate signed by the
                  Chairman of the
                  Board or President of the Company stating that, in the good faith
                  judgment of
                  the Board of Directors of the Company, it would be materially detrimental
                  to the
                  Company and its stockholders for such Registration Statement to
                  be effected at
                  such time; provided further, however, that the Company shall not
                  have the right
                  to exercise the right set forth in the immediately preceding proviso
                  more than
                  once in any 365-day period in respect of a Demand Registration
                  hereunder.

                 

                
                  
                    
                    

                  

                  
                    7

                    
                      

                    

                  

                  
                    
                    

                  

                

                3.1.2.  Copies.
                  The
                  Company shall, prior to filing a Registration Statement or prospectus,
                  or any
                  amendment or supplement thereto, furnish without charge to the
                  holders of
                  Registrable Securities included in such registration, and such
                  holders’ legal
                  counsel, copies of such Registration Statement as proposed to be
                  filed, each
                  amendment and supplement to such Registration Statement (in each
                  case including
                  all exhibits thereto and documents incorporated by reference therein),
                  the
                  prospectus included in such Registration Statement (including each
                  preliminary
                  prospectus), and such other documents as the holders of Registrable
                  Securities
                  included in such registration or legal counsel for any such holders
                  may request
                  in order to facilitate the disposition of the Registrable Securities
                  owned by
                  such holders.

                 

                3.1.3.  Amendments
                  and Supplements.
                  The
                  Company shall prepare and file with the Commission such amendments,
                  including
                  post-effective amendments, and supplements to such Registration
                  Statement and
                  the prospectus used in connection therewith as may be necessary
                  to keep such
                  Registration Statement effective and in compliance with the provisions
                  of the
                  Securities Act until all Registrable Securities and other securities
                  covered by
                  such Registration Statement have been disposed of in accordance
                  with the
                  intended method(s) of distribution set forth in such Registration
                  Statement
                  (which period shall not exceed the sum of one hundred eighty (180)
                  days plus any
                  period during which any such disposition is interfered with by
                  any stop order or
                  injunction of the Commission or any governmental agency or court)
                  or such
                  securities have been withdrawn.

                 

                3.1.4.  Notification.
                  After
                  the filing of a Registration Statement, the Company shall promptly,
                  and in no
                  event more than two (2) business days after such filing, notify
                  the holders of
                  Registrable Securities included in such Registration Statement
                  of such filing,
                  and shall further notify such holders promptly and confirm such
                  advice in
                  writing in all events within two (2) business days of the occurrence
                  of any of
                  the following: (i) when such Registration Statement becomes effective;
                  (ii) when
                  any post-effective amendment to such Registration Statement becomes
                  effective;
                  (iii) the issuance or threatened issuance by the Commission of
                  any stop order
                  (and the Company shall take all actions required to prevent the
                  entry of such
                  stop order or to remove it if entered); and (iv) any request by
                  the Commission
                  for any amendment or supplement to such Registration Statement
                  or any prospectus
                  relating thereto or for additional information or of the occurrence
                  of an event
                  requiring the preparation of a supplement or amendment to such
                  prospectus so
                  that, as thereafter delivered to the purchasers of the securities
                  covered by
                  such Registration Statement, such prospectus will not contain an
                  untrue
                  statement of a material fact or omit to state any material fact
                  required to be
                  stated therein or necessary to make the statements therein not
                  misleading, and
                  promptly make available to the holders of Registrable Securities
                  included in
                  such Registration Statement any such supplement or amendment; except
                  that before
                  filing with the Commission a Registration Statement or prospectus
                  or any
                  amendment or supplement thereto, including documents incorporated
                  by reference,
                  the Company shall furnish to the holders of Registrable Securities
                  included in
                  such Registration Statement and to the legal counsel for any such
                  holders,
                  copies of all such documents proposed to be filed sufficiently
                  in advance of
                  filing to provide such holders and legal counsel with a reasonable
                  opportunity
                  to review such documents and comment thereon, and the Company shall
                  not file any
                  Registration Statement or prospectus or amendment or supplement
                  thereto,
                  including documents incorporated by reference, to which such holders
                  or their
                  legal counsel shall reasonably object.

                 

                
                  
                    
                    

                  

                  
                    8

                    
                      

                    

                  

                  
                    
                    

                  

                

                3.1.5.  State
                  Securities Laws Compliance.
                  The
                  Company shall use its best efforts to (i) register or qualify the
                  Registrable
                  Securities covered by the Registration Statement under such securities
                  or “blue
                  sky” laws of such jurisdictions in the United States as the holders
                  of
                  Registrable Securities included in such Registration Statement
                  (in light of
                  their intended plan of distribution) may request and (ii) take
                  such action
                  necessary to cause such Registrable Securities covered by the Registration
                  Statement to be registered with or approved by such other Governmental
                  Authorities as may be necessary by virtue of the business and operations
                  of the
                  Company and do any and all other acts and things that may be necessary
                  or
                  advisable to enable the holders of Registrable Securities included
                  in such
                  Registration Statement to consummate the disposition of such Registrable
                  Securities in such jurisdictions; provided, however, that the Company
                  shall not
                  be required to qualify generally to do business in any jurisdiction
                  where it
                  would not otherwise be required to qualify but for this paragraph
                  or subject
                  itself to taxation in any such jurisdiction.

                 

                3.1.6.  Agreements
                  for Disposition.
                  The
                  Company shall enter into customary agreements (including, if applicable,
                  an
                  underwriting agreement in customary form) and take such other actions
                  as are
                  reasonably required in order to expedite or facilitate the disposition
                  of such
                  Registrable Securities. The representations, warranties and covenants
                  of the
                  Company in any underwriting agreement which are made to or for
                  the benefit of
                  any Underwriters, to the extent applicable, shall also be made
                  to and for the
                  benefit of the holders of Registrable Securities included in such
                  registration
                  statement. No holder of Registrable Securities included in such
                  registration
                  statement shall be required to make any representations or warranties
                  in the
                  underwriting agreement except, if applicable, with respect to such
                  holder’s
                  organization, good standing, authority, title to Registrable Securities,
                  lack of
                  conflict of such sale with such holder’s material agreements and organizational
                  documents, and with respect to written information relating to
                  such holder that
                  such holder has furnished in writing expressly for inclusion in
                  such
                  Registration Statement.

                 

                3.1.7.  Cooperation.
                  The
                  principal executive officer of the Company, the principal financial
                  officer of
                  the Company, the principal accounting officer of the Company and
                  all other
                  officers and members of the management of the Company shall cooperate
                  fully in
                  any offering of Registrable Securities hereunder, which cooperation
                  shall
                  include, without limitation, the preparation of the Registration
                  Statement with
                  respect to such offering and all other offering materials and related
                  documents,
                  and participation in meetings with Underwriters, attorneys, accountants
                  and
                  potential investors.

                 

                3.1.8.  Records.
                  The
                  Company shall make available for inspection by the holders of Registrable
                  Securities included in such Registration Statement, any Underwriter
                  participating in any disposition pursuant to such registration
                  statement and any
                  attorney, accountant or other professional retained by any holder
                  of Registrable
                  Securities included in such Registration Statement or any Underwriter,
                  all
                  financial and other records, pertinent corporate documents and
                  properties of the
                  Company, as shall be necessary to enable them to exercise their
                  due diligence
                  responsibility, and cause the Company’s officers, directors and employees to
                  supply all information requested by any of them in connection with
                  such
                  Registration Statement.

                 

                
                  
                    
                    

                  

                  
                    9

                    
                      

                    

                  

                  
                    
                    

                  

                

                3.1.9.  Opinions
                  and Comfort Letters.
                  The
                  Company shall furnish to each holder of Registrable Securities
                  included in any
                  Registration Statement a signed counterpart, addressed to such
                  holder, of (i)
                  any opinion of counsel to the Company delivered to any Underwriter
                  and (ii) any
                  comfort letter from the Company’s independent public accountants delivered to
                  any Underwriter. In the event no legal opinion is delivered to
                  any Underwriter,
                  the Company shall furnish to each holder of Registrable Securities
                  included in
                  such Registration Statement, at any time that such holder elects
                  to use a
                  prospectus, an opinion of counsel to the Company to the effect
                  that the
                  Registration Statement containing such prospectus has been declared
                  effective
                  and that no stop order is in effect.

                 

                3.1.10.  Earnings
                  Statement.
                  The
                  Company shall comply with all applicable rules and regulations
                  of the Commission
                  and the Securities Act, and make available to its stockholders,
                  as soon as
                  practicable, an earnings statement covering a period of twelve
                  (12) months,
                  beginning within three (3) months after the effective date of the
                  registration
                  statement, which earnings statement shall satisfy the provisions
                  of Section
                  11(a) of the Securities Act and Rule 158 thereunder.

                 

                3.1.11.  Listing.
                  The
                  Company shall use its best efforts to cause all Registrable Securities
                  included
                  in any registration to be listed on such exchanges or otherwise
                  designated for
                  trading in the same manner as similar securities issued by the
                  Company are then
                  listed or designated or, if no such similar securities are then
                  listed or
                  designated, in a manner satisfactory to the holders of a majority
                  of the
                  Registrable Securities included in such registration.

                 

                3.2  Obligation
                  to Suspend Distribution.
                  Upon
                  receipt of any notice from the Company of the happening of any
                  event of the kind
                  described in Section 3.1.4(iv), or, in the case of a resale registration
                  on Form
                  S-3 pursuant to Section 2.3 hereof, upon any suspension by the
                  Company, pursuant
                  to a written insider trading compliance program adopted by the
                  Company’s Board
                  of Directors, of the ability of all “insiders” covered by such program to
                  transact in the Company’s securities because of the existence of material
                  non-public information, each holder of Registrable Securities included
                  in any
                  registration shall immediately discontinue disposition of such
                  Registrable
                  Securities pursuant to the Registration Statement covering such
                  Registrable
                  Securities until such holder receives the supplemented or amended
                  prospectus
                  contemplated by Section 3.1.4(iv) or the restriction on the ability
                  of
“insiders” to transact in the Company’s securities is removed, as applicable,
                  and, if so directed by the Company, each such holder will deliver
                  to the Company
                  all copies, other than permanent file copies then in such holder’s possession,
                  of the most recent prospectus covering such Registrable Securities
                  at the time
                  of receipt of such notice.

                 

                3.3  Registration
                  Expenses.
                  The
                  Company shall bear all costs and expenses incurred in connection
                  with any Demand
                  Registration pursuant to Section 2.1, any Piggy-Back Registration
                  pursuant to
                  Section 2.2, and any registration on Form S-3 effected pursuant
                  to Section 2.3,
                  and all expenses incurred in performing or complying with its other
                  obligations
                  under this Agreement, whether or not the Registration Statement
                  becomes
                  effective, including, without limitation: (i) all registration
                  and filing fees;
                  (ii) fees and expenses of compliance with securities or “blue sky” laws
                  (including fees and disbursements of counsel in connection with
                  blue sky
                  qualifications of the Registrable Securities); (iii) printing expenses;
                  (iv) the
                  Company’s internal expenses (including, without limitation, all salaries
                  and
                  expenses of its officers and employees); (v) the fees and expenses
                  incurred in
                  connection with the listing of the Registrable Securities as required
                  by Section
                  3.1.11; (vi) Financial Industry Regulatory Association fees; (vii)
                  fees and
                  disbursements of counsel for the Company and fees and expenses
                  for independent
                  certified public accountants retained by the Company (including
                  the expenses or
                  costs associated with the delivery of any opinions or comfort letters
                  requested
                  pursuant to Section 3.1.9); (viii) the fees and expenses of any
                  special experts
                  retained by the Company in connection with such registration and
                  (ix) the fees
                  and expenses of one legal counsel selected by the holders of a
                  majority-in-interest of the Registrable Securities included in
                  such
                  registration. The Company shall have no obligation to pay any underwriting
                  discounts or selling commissions attributable to the Registrable
                  Securities
                  being sold by the holders thereof, which underwriting discounts
                  or selling
                  commissions shall be borne by such holders. Additionally, in an
                  underwritten
                  offering, all selling stockholders and the Company shall bear the
                  expenses of
                  the underwriter pro rata in proportion to the respective amount
                  of shares each
                  is selling in such offering.

                 

                
                  
                    
                    

                  

                  
                    10

                    
                      

                    

                  

                  
                    
                    

                  

                

                3.4  Information.
                  The
                  holders of Registrable Securities shall provide such information
                  as may
                  reasonably be requested by the Company, or the managing Underwriter,
                  if any, in
                  connection with the preparation of any Registration Statement,
                  including
                  amendments and supplements thereto, in order to effect the registration
                  of any
                  Registrable Securities under the Securities Act pursuant to Section
                  2 and in
                  connection with the Company’s obligation to comply with federal and applicable
                  state securities laws.

                 

                4.  INDEMNIFICATION
                  AND CONTRIBUTION.

                 

                4.1  Indemnification
                  by the Company.
                  The
                  Company agrees to indemnify and hold harmless each Investor and
                  each other
                  holder of Registrable Securities, and each of their respective
                  officers,
                  employees, affiliates, directors, partners, members, attorneys
                  and agents, and
                  each person, if any, who controls an Investor and each other holder
                  of
                  Registrable Securities (within the meaning of Section 15 of the
                  Securities Act
                  or Section 20 of the Exchange Act) (each, an “Investor
                  Indemnified Party”),
                  from
                  and against any expenses, losses, judgments, claims, damages or
                  liabilities,
                  whether joint or several, arising out of or based upon any untrue
                  statement (or
                  allegedly untrue statement) of a material fact contained in any
                  Registration
                  Statement under which the sale of such Registrable Securities was
                  registered
                  under the Securities Act, any preliminary prospectus, final prospectus
                  or
                  summary prospectus contained in the Registration Statement, or
                  any amendment or
                  supplement to such Registration Statement, or arising out of or
                  based upon any
                  omission (or alleged omission) to state a material fact required
                  to be stated
                  therein or necessary to make the statements therein not misleading,
                  or any
                  violation by the Company of the Securities Act or any rule or regulation
                  promulgated thereunder applicable to the Company and relating to
                  action or
                  inaction required of the Company in connection with any such registration;
                  and
                  the Company shall promptly reimburse the Investor Indemnified Party
                  for any
                  legal and any other expenses reasonably incurred by such Investor
                  Indemnified
                  Party in connection with investigating and defending any such expense,
                  loss,
                  judgment, claim, damage, liability or action; provided, however,
                  that the
                  Company will not be liable in any such case to the extent that
                  any such expense,
                  loss, claim, damage or liability arises out of or is based upon
                  any untrue
                  statement or allegedly untrue statement or omission or alleged
                  omission made in
                  such Registration Statement, preliminary prospectus, final prospectus,
                  or
                  summary prospectus, or any such amendment or supplement, in reliance
                  upon and in
                  conformity with information furnished to the Company, in writing,
                  by such
                  selling holder expressly for use therein. The Company also shall
                  indemnify any
                  Underwriter of the Registrable Securities, their officers, affiliates,
                  directors, partners, members and agents and each person who controls
                  such
                  Underwriter on substantially the same basis as that of the indemnification
                  provided above in this Section 4.1.

                 

                
                  
                    
                    

                  

                  
                    11

                    
                      

                    

                  

                  
                    
                    

                  

                

                4.2  Indemnification
                  by Holders of Registrable Securities.
                  Each
                  selling holder of Registrable Securities will, in the event that
                  any
                  registration is being effected under the Securities Act pursuant
                  to this
                  Agreement of any Registrable Securities held by such selling holder,
                  indemnify
                  and hold harmless the Company, each of its directors and officers
                  and each
                  underwriter (if any), and each other selling holder and each other
                  person, if
                  any, who controls another selling holder or such underwriter within
                  the meaning
                  of the Securities Act, against any losses, claims, judgments, damages
                  or
                  liabilities, whether joint or several, insofar as such losses,
                  claims,
                  judgments, damages or liabilities (or actions in respect thereof)
                  arise out of
                  or are based upon any untrue statement or allegedly untrue statement
                  of a
                  material fact contained in any Registration Statement under which
                  the sale of
                  such Registrable Securities was registered under the Securities
                  Act, any
                  preliminary prospectus, final prospectus or summary prospectus
                  contained in the
                  Registration Statement, or any amendment or supplement to the Registration
                  Statement, or arise out of or are based upon any omission or the
                  alleged
                  omission to state a material fact required to be stated therein
                  or necessary to
                  make the statement therein not misleading, if the statement or
                  omission was made
                  in reliance upon and in conformity with information furnished in
                  writing to the
                  Company by such selling holder expressly for use therein, and shall
                  reimburse
                  the Company, its directors and officers, and each other selling
                  holder or
                  controlling person for any legal or other expenses reasonably incurred
                  by any of
                  them in connection with investigation or defending any such loss,
                  claim, damage,
                  liability or action. Each selling holder’s indemnification obligations hereunder
                  shall be several and not joint and shall be limited to the amount
                  of any net
                  proceeds actually received by such selling holder.

                 

                4.3  Conduct
                  of Indemnification Proceedings.
                  Promptly after receipt by any person of any notice of any loss,
                  claim, damage or
                  liability or any action in respect of which indemnity may be sought
                  pursuant to
                  Section 4.1 or 4.2, such person (the “Indemnified
                  Party”)
                  shall,
                  if a claim in respect thereof is to be made against any other person
                  for
                  indemnification hereunder, notify such other person (the “Indemnifying
                  Party”)
                  in
                  writing of the loss, claim, judgment, damage, liability or action;
                  provided,
                  however, that the failure by the Indemnified Party to notify the
                  Indemnifying
                  Party shall not relieve the Indemnifying Party from any liability
                  which the
                  Indemnifying Party may have to such Indemnified Party hereunder,
                  except and
                  solely to the extent the Indemnifying Party is actually prejudiced
                  by such
                  failure. If the Indemnified Party is seeking indemnification with
                  respect to any
                  claim or action brought against the Indemnified Party, then the
                  Indemnifying
                  Party shall be entitled to participate in such claim or action,
                  and, to the
                  extent that it wishes, jointly with all other Indemnifying Parties,
                  to assume
                  control of the defense thereof with counsel satisfactory to the
                  Indemnified
                  Party. After notice from the Indemnifying Party to the Indemnified
                  Party of its
                  election to assume control of the defense of such claim or action,
                  the
                  Indemnifying Party shall not be liable to the Indemnified Party
                  for any legal or
                  other expenses subsequently incurred by the Indemnified Party in
                  connection with
                  the defense thereof other than reasonable costs of investigation;
                  provided,
                  however, that in any action in which both the Indemnified Party
                  and the
                  Indemnifying Party are named as defendants, the Indemnified Party
                  shall have the
                  right to employ separate counsel (but no more than one such separate
                  counsel) to
                  represent the Indemnified Party and its controlling persons who
                  may be subject
                  to liability arising out of any claim in respect of which indemnity
                  may be
                  sought by the Indemnified Party against the Indemnifying Party,
                  with the fees
                  and expenses of such counsel to be paid by such Indemnifying Party
                  if, based
                  upon the written opinion of counsel of such Indemnified Party,
                  representation of
                  both parties by the same counsel would be inappropriate due to
                  actual or
                  potential differing interests between them. No Indemnifying Party
                  shall, without
                  the prior written consent of the Indemnified Party, consent to
                  entry of judgment
                  or effect any settlement of any claim or pending or threatened
                  proceeding in
                  respect of which the Indemnified Party is or could have been a
                  party and
                  indemnity could have been sought hereunder by such Indemnified
                  Party, unless
                  such judgment or settlement includes an unconditional release of
                  such
                  Indemnified Party from all liability arising out of such claim
                  or
                  proceeding.

                 

                
                  
                    
                    

                  

                  
                    12

                    
                      

                    

                  

                  
                    
                    

                  

                

                4.4  Contribution.

                 

                4.4.1.  If
                  the indemnification provided for in the foregoing Sections 4.1,
                  4.2 and 4.3 is
                  unavailable to any Indemnified Party in respect of any loss, claim,
                  damage,
                  liability or action referred to herein, then each such Indemnifying
                  Party, in
                  lieu of indemnifying such Indemnified Party, shall contribute to
                  the amount paid
                  or payable by such Indemnified Party as a result of such loss,
                  claim, damage,
                  liability or action in such proportion as is appropriate to reflect
                  the relative
                  fault of the Indemnified Parties and the Indemnifying Parties in
                  connection with
                  the actions or omissions which resulted in such loss, claim, damage,
                  liability
                  or action, as well as any other relevant equitable considerations.
                  The relative
                  fault of any Indemnified Party and any Indemnifying Party shall
                  be determined by
                  reference to, among other things, whether the untrue or alleged
                  untrue statement
                  of a material fact or the omission or alleged omission to state
                  a material fact
                  relates to information supplied by such Indemnified Party or such
                  Indemnifying
                  Party and the parties’ relative intent, knowledge, access to information and
                  opportunity to correct or prevent such statement or omission.

                 

                4.4.2.  The
                  parties hereto agree that it would not be just and equitable if
                  contribution
                  pursuant to this Section 4.4 were determined by pro rata allocation
                  or by any
                  other method of allocation which does not take account of the equitable
                  considerations referred to in the immediately preceding Section
                  4.4.1. The
                  amount paid or payable by an Indemnified Party as a result of any
                  loss, claim,
                  damage, liability or action referred to in the immediately preceding
                  paragraph
                  shall be deemed to include, subject to the limitations set forth
                  above, any
                  legal or other expenses incurred by such Indemnified Party in connection
                  with
                  investigating or defending any such action or claim. Notwithstanding
                  the
                  provisions of this Section 4.4, no holder of Registrable Securities
                  shall be
                  required to contribute any amount in excess of the dollar amount
                  of the net
                  proceeds (after payment of any underwriting fees, discounts, commissions
                  or
                  taxes) actually received by such holder from the sale of Registrable
                  Securities
                  which gave rise to such contribution obligation. No person guilty
                  of fraudulent
                  misrepresentation (within the meaning of Section 11(f) of the Securities
                  Act)
                  shall be entitled to contribution from any person who was not guilty
                  of such
                  fraudulent misrepresentation.

                 

                5.  UNDERWRITING
                  AND DISTRIBUTION.

                 

                5.1  Rule
                  144.
                  The
                  Company covenants that it shall file any reports required to be
                  filed by it
                  under the Securities Act and the Exchange Act and shall take such
                  further action
                  as the holders of Registrable Securities may reasonably request,
                  all to the
                  extent required from time to time to enable such holders to sell
                  Registrable
                  Securities without registration under the Securities Act within
                  the limitation
                  of the exemptions provided by Rule 144 under the Securities Act,
                  as such Rules
                  may be amended from time to time, or any similar Rule or regulation
                  hereafter
                  adopted by the Commission.

                 

                
                  
                    
                    

                  

                  
                    13

                    
                      

                    

                  

                  
                    
                    

                  

                

                6.  MISCELLANEOUS.

                 

                6.1  Other
                  Registration Rights.
                  Except
                  with respect to those securities issued or issuable upon exercise
                  of that
                  certain Unit Purchase Option to be issued to EarlyBirdCapital,
                  Inc. or its
                  designees in connection with the Company’s initial public offering in
                  ___________ 2008, the Company represents and warrants that no person,
                  other than
                  a holder of the Registrable Securities, has any right to require
                  the Company to
                  register any shares of the Company’s capital stock for sale or to include shares
                  of the Company’s capital stock in any registration filed by the Company for the
                  sale of shares of capital stock for its own account or for the
                  account of any
                  other person.

                 

                6.2  Assignment;
                  No Third Party Beneficiaries.
                  This
                  Agreement and the rights, duties and obligations of the Company
                  hereunder may
                  not be assigned or delegated by the Company in whole or in part.
                  This Agreement
                  and the rights, duties and obligations of the holders of Registrable
                  Securities
                  hereunder may be freely assigned or delegated by such holder of
                  Registrable
                  Securities in conjunction with and to the extent of any transfer
                  of Registrable
                  Securities by any such holder. This Agreement and the provisions
                  hereof shall be
                  binding upon and shall inure to the benefit of each of the parties
                  hereto, the
                  permitted assigns of the Investor or holder of Registrable Securities,
                  any
                  assignee of the Investor or holder of Registrable Securities and
                  EarlyBirdCapital Inc. and its successors (as representative on
                  behalf of itself
                  and any other underwriters and their successors). This Agreement
                  is not intended
                  to confer any rights or benefits on any persons that are not party
                  hereto other
                  than as expressly set forth in Article 4 and this Section 6.2.

                 

                6.3  Notices.
                  All
                  notices, demands, requests, consents, approvals or other communications
                  (collectively, “Notices”)
                  required or permitted to be given hereunder or which are given
                  with respect to
                  this Agreement shall be in writing and shall be personally served,
                  delivered by
                  reputable air courier service with charges prepaid, or transmitted
                  by hand
                  delivery, telegram, telex or facsimile, addressed as set forth
                  below, or to such
                  other address as such party shall have specified most recently
                  by written
                  notice. Notice shall be deemed given on the date of service or
                  transmission if
                  personally served or transmitted by telegram, telex or facsimile;
                  provided, that
                  if such service or transmission is not on a business day or is
                  after normal
                  business hours, then such notice shall be deemed given on the next
                  business day.
                  Notice otherwise sent as provided herein shall be deemed given
                  on the next
                  business day following timely delivery of such notice to a reputable
                  air courier
                  service with an order for next-day delivery.

                 

                To
                  the
                  Company:

                 

                Symphony
                  Acquisition Corp.

                825
                  Third
                  Avenue, 40th Floor

                New
                  York,
                  New York 10022

                  Attn:
                  Chief Executive Officer 

                


                
                  
                    
                    

                  

                  
                    14

                    
                      

                    

                  

                  
                    
                    

                  

                

                with
                  a
                  copy to:

                


                Graubard
                  Miller

                The
                  Chrysler Building

                405
                  Lexington Avenue 

                New
                  York
                  NY 10174

                Attn:
                  David Alan Miller, Esq.

                


                To
                  an
                  Investor, to:

                


                 

                 

                


                 

                


                 

                6.4  Severability.
                  This
                  Agreement shall be deemed severable, and the invalidity or unenforceability
                  of
                  any term or provision hereof shall not affect the validity or enforceability
                  of
                  this Agreement or of any other term or provision hereof. Furthermore,
                  in lieu of
                  any such invalid or unenforceable term or provision, the parties
                  hereto intend
                  that there shall be added as a part of this Agreement a provision
                  as similar in
                  terms to such invalid or unenforceable provision as may be possible
                  that is
                  valid and enforceable.

                 

                6.5  Counterparts.
                  This
                  Agreement may be executed in multiple counterparts, each of which
                  shall be
                  deemed an original, and all of which taken together shall constitute
                  one and the
                  same instrument.

                 

                6.6  Entire
                  Agreement.
                  This
                  Agreement (including all agreements entered into pursuant hereto
                  and all
                  certificates and instruments delivered pursuant hereto and thereto)
                  constitute
                  the entire agreement of the parties with respect to the subject
                  matter hereof
                  and supersede all prior and contemporaneous agreements, representations,
                  understandings, negotiations and discussions between the parties,
                  whether oral
                  or written.

                 

                6.7  Modifications
                  and Amendments.
                  No
                  amendment, modification or termination of this Agreement shall
                  be binding upon
                  any party unless executed in writing by such party. Notwithstanding
                  the
                  foregoing, any and all parties must obtain the written consent
                  of
                  EarlyBirdCapital, Inc. to amend or modify this Agreement.

                 

                6.8  Titles
                  and Headings.
                  Titles
                  and headings of sections of this Agreement are for convenience
                  only and shall
                  not affect the construction of any provision of this Agreement.

                 

                6.9  Waivers
                  and Extensions.
                  Any
                  party to this Agreement may waive any right, breach or default
                  which such party
                  has the right to waive, provided that such waiver will not be effective
                  against
                  the waiving party unless it is in writing, is signed by such party,
                  and
                  specifically refers to this Agreement. Waivers may be made in advance
                  or after
                  the right waived has arisen or the breach or default waived has
                  occurred. Any
                  waiver may be conditional. No waiver of any breach of any agreement
                  or provision
                  herein contained shall be deemed a waiver of any preceding or succeeding
                  breach
                  thereof nor of any other agreement or provision herein contained.
                  No waiver or
                  extension of time for performance of any obligations or acts shall
                  be deemed a
                  waiver or extension of the time for performance of any other obligations
                  or
                  acts.

                 

                
                  
                    
                    

                  

                  
                    15

                    
                      

                    

                  

                  
                    
                    

                  

                

                6.10  Remedies
                  Cumulative.
                  In the
                  event that the Company fails to observe or perform any covenant
                  or agreement to
                  be observed or performed under this Agreement, the Investor or
                  any other holder
                  of Registrable Securities may proceed to protect and enforce its
                  rights by suit
                  in equity or action at law, whether for specific performance of
                  any term
                  contained in this Agreement or for an injunction against the breach
                  of any such
                  term or in aid of the exercise of any power granted in this Agreement
                  or to
                  enforce any other legal or equitable right, or to take any one
                  or more of such
                  actions, without being required to post a bond. None of the rights,
                  powers or
                  remedies conferred under this Agreement shall be mutually exclusive,
                  and each
                  such right, power or remedy shall be cumulative and in addition
                  to any other
                  right, power or remedy, whether conferred by this Agreement or
                  now or hereafter
                  available at law, in equity, by statute or otherwise.

                 

                6.11  Governing
                  Law.
                  This
                  Agreement shall be governed by, interpreted under, and construed
                  in accordance
                  with the internal laws of the State of New York applicable to agreements
                  made
                  and to be performed within the State of New York, without giving
                  effect to any
                  choice-of-law provisions thereof that would compel the application
                  of the
                  substantive laws of any other jurisdiction.

                 

                6.12  Waiver
                  of Trial by Jury.
                  Each
                  party hereby irrevocably and unconditionally waives the right to
                  a trial by jury
                  in any action, suit, counterclaim or other proceeding (whether
                  based on
                  contract, tort or otherwise) arising out of, connected with or
                  relating to this
                  Agreement, the transactions contemplated hereby, or the actions
                  of the Investor
                  in the negotiation, administration, performance or enforcement
                  hereof.

                 

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                    16

                    
                      

                    

                  

                  
                    
                    

                  

                


                IN
                  WITNESS WHEREOF, the parties have caused this Registration Rights
                  Agreement to
                  be executed and delivered by their duly authorized representatives
                  as of the
                  date first written above.

                
                   

                  
                    	 	 	 
	 	SYMPHONY
                            ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
                            
                              

                            

                            Name:

                            Title:

                          


                  

                  
                     

                    
                      	 	 	 
	 	
                              INITIAL
                                STOCKHOLDERS:

                               

                              ROSENFELD
                                1991 CHILDREN’S TRUST

                            
	 
 	 
 	 
 
	 	By:  	 
	 	
                              
                                

                              

                              Name:

                              Title:

                            
	 	 
	 	 
	 	
                              
ERIC
                              S. ROSENFLED
	 	 
	
                            	 
	 	
                              
ARNAUD
                              AJDLER
	 	 
	 	 
	 	
                              
DAVID
                              D. SGRO
	 	 
	 	 
	 	
                              
MARK
                              S. HAUSER
	 	 
	 	 
	 	
                              
DAVID
                              WALKE
	 	 
	 	 
	 	
                              
JOEL
                              M. GREENBLATT