Unassociated Document


    EXHIBIT
      10.2

      
        
          
            
               

              
                


                _____________
                  ___, 2008

                


                


                Symphony
                  Acquisition Corp.

                825
                  Third
                  Avenue, 40th
                  Floor

                New
                  York,
                  New York 10022

                


                EarlyBirdCapital,
                  Inc.

                275
                  Madison Avenue, 27th Floor

                New
                  York,
                  New York 10016

                


                
                  	 	 	
                          Re:

                        	
                          Initial
                            Public Offering

                        


                

                


                Gentlemen:

                


                The
                  undersigned officer, director and stockholder of Symphony Acquisition
                  Corp.
                  (“Company”), in consideration of EarlyBirdCapital, Inc. (“EBC”) entering into a
                  letter of intent (“Letter of Intent”) to underwrite an initial public offering
                  of the securities of the Company (“IPO”) and embarking on the IPO process,
                  hereby agrees as follows (certain capitalized terms used herein
                  are defined in
                  paragraph 14 hereof):

                 

                1.  If
                  the
                  Company solicits approval of its stockholders of a Business Combination,
                  the
                  undersigned will vote all Insider Shares beneficially owned by
                  him in accordance
                  with the majority of the shares of common stock voted by the holders
                  of the IPO
                  Shares. If the Company seeks stockholder approval for its dissolution
                  and plan
                  of distribution prior the consummation of a Business Combination,
                  the
                  undersigned agrees to vote all Insider Shares in favor of such
                  dissolution and
                  plan of distribution.

                 

                2.  In
                  the
                  event that the Company fails to consummate a Business Combination
                  within 24
                  months from the consummation of the IPO (or 30 months from the
                  consummation of
                  the IPO under the circumstances described in the prospectus relating
                  to the
                  IPO), the undersigned will
                  (i)
                  cause the Trust Fund (as defined in the Letter of Intent) to be
                  liquidated and
                  distributed to the holders of IPO Shares and (ii) take all reasonable
                  actions
                  within his power to cause the Company to liquidate as soon as reasonably
                  practicable. The undersigned hereby waives any and all right, title,
                  interest or
                  claim of any kind in or to any distribution of the Trust Fund and
                  any remaining
                  net assets of the Company as a result of such liquidation with
                  respect to his
                  Insider Shares (“Claim”) and hereby waives any Claim the undersigned may have in
                  the future as a result of, or arising out of, any contracts or
                  agreements with
                  the Company and will not seek recourse against the Trust Fund for
                  any reason
                  whatsoever. 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                3.  In
                  order
                  to minimize potential conflicts of inter-est which may arise from
                  multiple
                  affiliations, the undersigned agrees to present to the Company
                  for its
                  consideration, prior to presentation to any other person or entity,
                  any suitable
                  opportunity to acquire an operating business, until the earlier
                  of the
                  consummation by the Company of a Business Combination, the liquidation
                  of the
                  Company or until such time as the undersigned ceases to be an officer
                  or
                  director of the Company, subject to any pre-existing fiduciary
                  and contractual
                  obligations the undersigned might have.

                 

                4.  The
                  undersigned acknowledges and agrees that the Company will not:
(i)
                  acquire an entity with which the Insiders, through their other
                  business
                  activities, had acquisition or investment discussions in the past;
                  (ii)
                  consummate an initial Business Combination with an entity which
                  is, or has been
                  within the past five years, affiliated with any of the Insiders
                  or their
                  affiliates, including an entity that is either a portfolio company
                  of, or has
                  otherwise received a material financial investment from, any private
                  equity fund
                  or investment company (or an affiliate thereof) that is affiliated
                  with such
                  individuals; or (iii) enter into a Business Combination where the
                  Company
                  acquires less than 100% of a target business and any Insider acquires
                  the
                  remaining portion of such target business, unless, in any of such
                  cases, the
                  Company obtains an opinion from an independent investment banking
                  firm
                  reasonably acceptable to EBC that the Business Combination is fair
                  to the
                  Company’s unaffiliated stockholders from a financial point of view.

                 

                5.  Neither
                  the undersigned, any member of the family of the undersigned, nor
                  any affiliate
                  (“Affiliate”) of the undersigned will be entitled to receive and will not accept
                  any compensation for services rendered to the Company prior to
                  or in connection
                  with the consummation of the Business Combination; provided that
                  the undersigned
                  shall be entitled to reimbursement from the Company for his out-of-pocket
                  expenses incurred in connection with seeking and consummating a
                  Business
                  Combination.

                 

                6.  Neither
                  the undersigned, any member of the family of the undersigned, nor
                  any Affiliate
                  of the undersigned will be entitled to receive or accept a finder’s fee,
                  consulting fee, or any other compensation in the event the undersigned,
                  any
                  member of the family of the undersigned or any Affiliate of the
                  undersigned
                  originates a Business Combination. 

                 

                7.  The
                  undersigned will escrow all of the Insider Units, subject to the
                  terms of a
                  Securities Escrow Agreement which the Company will enter into with
                  the
                  undersigned and an escrow agent acceptable to the Company. The
                  undersigned
                  further agrees that he will not sell, transfer or assign (except
                  to permitted
                  transferees) any Insider Warrants until after the consummation
                  by the Company of
                  a Business Combination.

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                8.  The
                  undersigned agrees to be Chief Financial Officer, Secretary and
                  a Director of
                  the Company until the earlier of the consummation by the Company
                  of a Business
                  Combination or the liquidation of the Company. The undersigned
                  acknowledges that
                  the foregoing does not interfere with or limit in any way the right
                  of the
                  Company to terminate the undersigned’s employment at any time (subject to other
                  contractual rights the undersigned may have) nor confer upon the
                  undersigned any
                  right to continue in the employ of Company. The undersigned’s biographical
                  information furnished to the Company and EBC and attached hereto
                  as Exhibit A is
                  true and accurate in all respects, does not omit any material information
                  with
                  respect to the undersigned’s background and contains all of the information
                  required to be disclosed pursuant to Item 401 of Regulation S-K,
                  promulgated
                  under the Securities Act of 1933. The undersigned’s Questionnaire furnished to
                  the Company and EBC and annexed as Exhibit B hereto is true and accurate in
                  all respects. The undersigned represents and warrants that:

                 

                (a)  he
                  is not
                  subject to, or a respondent in, any legal action for, any injunction,
                  cease-and-desist order or order or stipulation to desist or refrain
                  from any act
                  or practice relating to the offering of securities in any
                  jurisdiction;

                 

                (b)  he
                  has
                  never been convicted of or pleaded guilty to any crime (i) involving
                  any fraud
                  or (ii) relating to any financial transaction or handling of funds
                  of another
                  person, or (iii) pertaining to any dealings in any securities and
                  he is not
                  currently a defendant in any such criminal proceeding; and

                 

                (c)  he
                  has
                  never been suspended or expelled from membership in any securities
                  or
                  commodities exchange or association or had a securities or commodities
                  license
                  or registration denied, suspended or revoked.

                 

                9.  The
                  undersigned has full right and power, without violating any agreement
                  by which
                  he is bound, to enter into this letter agreement and to serve as
                  Chief Financial
                  Officer, Secretary and a Director of the Company.

                 

                10.  The
                  undersigned hereby waives his right to exercise conversion rights
                  with respect
                  to any shares of the Company’s common stock owned or to be owned by the
                  undersigned, directly or indirectly, and agrees that he will not
                  seek conversion
                  with respect to such shares in connection with any vote to approve
                  a Business
                  Combination. The undersigned further agrees not to enter into any
                  type of
                  transaction, the purpose of which is to induce a public stockholder
                  to vote for
                  approval of the Company’s initial Business Combination (including payments of
                  money, transfers of securities or purchases of securities).

                 

                11.  The
                  undersigned hereby agrees to not propose, or vote in favor of,
                  an amendment to
                  the Company’s Certificate of Incorporation to extend the period of time in
                  which
                  the Company must consummate a Business Combination prior to its
                  liquidation.
                  Should such a proposal be put before stockholders other than through
                  actions by
                  the undersigned, the undersigned hereby agrees to vote against
                  such proposal.
                  This paragraph may not be modified or amended under any
                  circumstances.

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                12.  The
                  undersigned authorizes any employer, financial institution, or
                  consumer credit
                  reporting agency to release to EBC and its legal representatives
                  or agents
                  (including any investigative search firm retained by EBC) any information
                  they
                  may have about the undersigned’s background and finances (“Information”).
                  Neither EBC nor its agents shall be violating the undersigned’s right of privacy
                  in any manner in requesting and obtaining the Information and the
                  undersigned
                  hereby releases them from liability for any damage whatsoever in
                  that
                  connection.
                  The
                  undersigned hereby (i) agrees that any action, proceeding or claim
                  against him
                  arising out of or relating in any way to this letter agreement
                  (a “Proceeding”)
                  shall be brought and enforced in the courts of the State of New
                  York of the
                  United States of America for the Southern District of New York,
                  and irrevocably
                  submits to such jurisdiction, which jurisdiction shall be exclusive,
                  and (ii)
                  waives any objection to such exclusive jurisdiction and that such
                  courts
                  represent an inconvenient forum. If for any reason such agent is
                  unable to act
                  as such, the undersigned will promptly notify the Company and EBC
                  and appoint a
                  substitute agent acceptable to EBC within 30 days and nothing in
                  this letter
                  will affect the right of either party to serve process in any other
                  manner
                  permitted by law.

                 

                13.  This
                  letter agreement shall be governed by and construed and enforced
                  in accor-dance
                  with the laws of the State of New York, without giving effect to
                  conflicts of
                  law principles that would result in the application of the substantive
                  laws of
                  another jurisdiction.

                 

                14.  As
                  used
                  herein, (i) a “Business Combination” shall mean an acquisition by merger,
                  capital stock exchange, asset or stock acquisition, reorganization
                  or otherwise,
                  of an operating business; (ii) “Insiders” shall mean all officers, directors and
                  stockholders of the Company immediately prior to the IPO; (iii)
“Insider Shares”
shall mean all of the shares of Common Stock of the Company included
                  in the
                  Insider Units; (iv) “Insider Units” shall mean all of the units of the Company
                  acquired by the Insiders prior to the IPO (including the underlying
                  Insider
                  Shares and warrants (and shares reserved for issuance upon exercise
                  of such
                  warrants)); (v) “Insider Warrants” shall mean the warrants being purchased by
                  the Insiders in a private placement transaction simultaneously
                  with the
                  consummation of the IPO; and (vi) “IPO Shares” shall mean the shares of Common
                  Stock issued in the Company’s IPO.

                
                  	 	 	 
	 	 	
                          David
                            D. Sgro

                        
	 	 	
                          

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