Unassociated Document


    EXHIBIT
      10.5


      

        


        _____________
          ___, 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 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
          13
          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.  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.  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.

         

        4.  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.

         

        5.  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. 

         

        6.  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.

         

        7.  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.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        8.  The
          undersigned has full right and power, without violating any agreement by
          which
          he is bound, to enter into this letter agreement.

         

        9.  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.

         

        10.  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.
          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 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.

         

        12.  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.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        13.  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.

        
          	 	 	 
	 	 	
                  Gregory
                    R. Monahan

                
	 	 	
                  
                    

                  

                  Print
                    name

                
	 
 	 
 	 
 
	 	 	 
	 	
                  

                  Signature

                


        

        


        
          
            
            

          

          
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