Unassociated Document



    EXHIBIT
      4.3 


    
      	
              NUMBER

              ________-

            	 	
              (SEE
                REVERSE SIDE FOR LEGEND)

              THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
                CITY
                TIME, __________, 2012

            	 	
              WARRANTS

            


    

    SYMPHONY
      ACQUISITION CORP. 

    CUSIP
      87154H 111

    WARRANT

    


    THIS
      CERTIFIES THAT, for value received  

    


    is
      the
      registered holder of a Warrant or Warrants expiring ________, 2012 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
      par value $.0001 per share (“Shares”), of Symphony Acquisition Corp., a Delaware
      corporation (the “Company”), for each Warrant evidenced by this Warrant
      Certificate. The Warrant entitles the holder thereof to purchase from the
      Company, commencing the later of (i) the Company’s completion of a merger,
      capital stock exchange, asset acquisition or other similar business combination
      or (ii) _____________, 2009, such number of Shares of the Company at the price
      of $6.00 per share, upon surrender of this Warrant Certificate and payment
      of
      the Warrant Price at the office or agency of the Warrant Agent, American Stock
      Transfer & Trust Company, but only subject to the conditions set forth
      herein and in the Warrant Agreement between the Company and American Stock
      Transfer & Trust Company (as may be amended from time to time, the “Warrant
      Agreement”). The Company shall not be obligated to deliver any securities
      pursuant to the exercise of a Warrant and shall have no obligation to settle
      a
      Warrant exercise unless a registration statement under the Securities Act of
      1933, as amended, (the “Act”) with respect to the Common Stock is effective. In
      the event that a registration statement with respect to the Common Stock
      underlying a Warrant is not effective under the Act, the holder of such Warrant
      shall not be entitled to exercise such Warrant and such Warrant may have no
      value and expire worthless. In no event will the Company be required to net
      cash
      settle the warrant exercise. The Warrant Agreement provides that upon the
      occurrence of certain events the Warrant Price and the number of Warrant Shares
      purchasable hereunder, set forth on the face hereof, may, subject to certain
      conditions, be adjusted. The term Warrant Price as used in this Warrant
      Certificate refers to the price per Share at which Shares may be purchased
      at
      the time the Warrant is exercised.

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up or down
      to the nearest whole number the number of Shares to be issued to such
      holder.

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or the
      registered holder’s assignee a new Warrant Certificate covering the number of
      Shares for which the Warrant has not been exercised.

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

    The
      Company reserves the right to redeem the Warrant at any time prior to its
      exercise, with the prior consent of EarlyBirdCapital, Inc., with a notice of
      redemption in writing to the holders of record of the Warrant, giving 30 days’
notice of such redemption at any time after the Warrant becomes exercisable
      if
      the last sales price of the Shares has been at least $11.50 per share (subject
      to adjustment as provided in the Warrant Agreement) on each of 20 trading days
      within any 30 trading day period ending on the third business day prior to
      the
      date on which notice of such redemption is given. The redemption price of the
      Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered
      back to the Company by the end of the date specified in the notice of redemption
      shall be canceled on the books of the Company and have no further value except
      for the $.01 redemption price.

    


    By

    


    __________________________________________    ____________________________________________

    Secretary         Chairman
      of the Board