Unassociated Document


    EXHIBIT
      10.4


       

      _____________
        ___, 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 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 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.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      8.  The
        undersigned agrees to be 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’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 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.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      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.

      
        	 	 	 
	 	 	Mark
                Hauser
	 	 	
                
                  

                

                Print
                  Name

              
	 
 	 
 	 
 
	 	 	 
	 	
                
Signature


      

    

     

    
      
        
        

      

      
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