Unassociated Document


    EXHIBIT
      10.7

      
        
          
            
 

            _____________
              ___, 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 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.

             

            
              
                
                

              

              
                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.

             

            
              
                
                

              

              
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            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
                        Walke

                    
	 	 	
                      
                        

                      

                      Print
                        name

                    
	 
 	 
 	 
 
	 	 	 
	 	
                      

                      Signature

                    


            

            


            
              
                
                

              

              
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