Unassociated Document


    EXHIBIT
      10.11

      
        
          
            
               

              
                
                  
                    
                      PROMISSORY
                        NOTE

                      


                      

                        
                          	
                                  $100,000

                                	
                                  As
                                    of May 19, 2008

                                
	 	
                                  New
                                    York, New York

                                


                        

                      

                      
                         

                      

                      Symphony
                        Acquisition Corp. (“Maker”) promises to pay to the order of Eric S. Rosenfeld
                        (“Payee”) the principal sum of One Hundred Thousand Dollars and No
                        Cents
                        ($100,000) in lawful money of the United States of America,
                        on the terms and
                        conditions described below.

                       

                      1.  Principal.
                        The
                        principal balance of this Note shall be repayable on the
                        earlier of (i) May 19,
                        2009 or (ii) the date on which Maker consummates an initial
                        public offering of
                        its securities.

                       

                      2.  Interest.
                        No
                        interest shall accrue on the unpaid principal balance of
                        this Note.

                       

                      3.  Application
                        of Payments.
                        All
                        payments shall be applied first to payment in full of any
                        costs incurred in the
                        collection of any sum due under this Note, including (without
                        limitation)
                        reasonable attorneys’ fees, then to the payment in full of any late charges and
                        finally to the reduction of the unpaid principal balance
                        of this
                        Note.

                       

                      4.  Events
                        of Default.
                        The
                        following shall constitute Events of Default:

                       

                      (a)  Failure
                        to Make Required Payments.
                        Failure
                        by Maker to pay the principal of this Note within five (5)
                        business days
                        following the date when due.

                       

                      (b)  Voluntary
                        Bankruptcy, Etc.
                        The
                        commencement by Maker of a voluntary case under the Federal
                        Bankruptcy Code, as
                        now constituted or hereafter amended, or any other applicable
                        federal or state
                        bankruptcy, insolvency, reorganization, rehabilitation or
                        other similar law, or
                        the consent by it to the appointment of or taking possession
                        by a receiver,
                        liquidator, assignee, trustee, custodian, sequestrator (or
                        other similar
                        official) of Maker or for any substantial part of its property,
                        or the making by
                        it of any assignment for the benefit of creditors, or the
                        failure of Maker
                        generally to pay its debts as such debts become due, or the
                        taking of corporate
                        action by Maker in furtherance of any of the foregoing.

                       

                      (c)  Involuntary
                        Bankruptcy, Etc.
                        The
                        entry of a decree or order for relief by a court having jurisdiction
                        in the
                        premises in respect of maker in an involuntary case under
                        the Federal Bankruptcy
                        Code, as now or hereafter constituted, or any other applicable
                        federal or state
                        bankruptcy, insolvency or other similar law, or appointing
                        a receiver,
                        liquidator, assignee, custodian, trustee, sequestrator (or
                        similar official) of
                        Maker or for any substantial part of its property, or ordering
                        the winding-up or
                        liquidation of its affairs, and the continuance of any such
                        decree or order
                        unstayed and in effect for a period of 60 consecutive days.

                       

                      5.  Remedies.

                       

                      (a)  Upon
                        the
                        occurrence of an Event of Default specified in Section 4(a),
                        Payee may, by
                        written notice to Maker, declare this Note to be due and
                        payable, whereupon the
                        principal amount of this Note, and all other amounts payable
                        thereunder, shall
                        become immediately due and payable without presentment, demand,
                        protest or other
                        notice of any kind, all of which are hereby expressly waived,
                        anything contained
                        herein or in the documents evidencing the same to the contrary
                        notwithstanding.

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                      (b)  Upon
                        the
                        occurrence of an Event of Default specified in Sections 4(b)
                        and 4(c), the
                        unpaid principal balance of, and all other sums payable with
                        regard to, this
                        Note shall automatically and immediately become due and payable,
                        in all cases
                        without any action on the part of Payee.

                       

                      6.  Waivers.
                        Maker
                        and all endorsers and guarantors of, and sureties for, this
                        Note waive
                        presentment for payment, demand, notice of dishonor, protest,
                        and notice of
                        protest with regard to the Note, all errors, defects and
                        imperfections in any
                        proceedings instituted by Payee under the terms of this Note,
                        and all benefits
                        that might accrue to Maker by virtue of any present or future
                        laws exempting any
                        property, real or personal, or any part of the proceeds arising
                        from any sale of
                        any such property, from attachment, levy or sale under execution,
                        or providing
                        for any stay of execution, exemption from civil process,
                        or extension of time
                        for payment; and Maker agrees that any real estate that may
                        be levied upon
                        pursuant to a judgment obtained by virtue hereof, on any
                        writ of execution
                        issued hereon, may be sold upon any such writ in whole or
                        in part in any order
                        desired by Payee.

                       

                      7.  Unconditional
                        Liability.
                        Maker
                        hereby waives all notices in connection with the delivery,
                        acceptance,
                        performance, default, or enforcement of the payment of this
                        Note, and agrees
                        that its liability shall be unconditional, without regard
                        to the liability of
                        any other party, and shall not be affected in any manner
                        by any indulgence,
                        extension of time, renewal, waiver or modification granted
                        or consented to by
                        Payee, and consents to any and all extensions of time, renewals,
                        waivers, or
                        modifications that may be granted by Payee with respect to
                        the payment or other
                        provisions of this Note, and agree that additional makers,
                        endorsers,
                        guarantors, or sureties may become parties hereto without
                        notice to them or
                        affecting their liability hereunder.

                       

                      8.  Notices.
                        Any
                        notice called for hereunder shall be deemed properly given
                        if (i) sent by
                        certified mail, return receipt requested, (ii) personally
                        delivered, (iii)
                        dispatched by any form of private or governmental express
                        mail or delivery
                        service providing receipted delivery, (iv) sent by telefacsimile
                        or (v) sent by
                        e-mail, to the following addresses or to such other address
                        as either party may
                        designate by notice in accordance with this Section:

                       

                      If
                        to
                        Maker:

                      


                      Symphony
                        Acquisition Corp.

                      825
                        Third
                        Avenue, 40th Floor

                      New
                        York,
                        New York 10022

                      Attn:
                        Chief Financial Officer

                      


                      
                        
                          
                          

                        

                        
                          2

                          
                            

                          

                        

                        
                          
                          

                        

                      

                      If
                        to
                        Payee:

                      


                      Eric
                        S.
                        Rosenfeld

                      825
                        Third
                        Avenue, 40th Floor

                      New
                        York,
                        New York 10022

                      


                      Notice
                        shall be deemed given on the earlier of (i) actual receipt
                        by the receiving
                        party, (ii) the date shown on a telefacsimile transmission
                        confirmation, (iii)
                        the date on which an e-mail transmission was received by
                        the receiving party’s
                        on-line access provider (iv) the date reflected on a signed
                        delivery receipt, or
                        (vi) two (2) Business Days following tender of delivery or
                        dispatch by express
                        mail or delivery service.

                       

                      9.  Construction.
                        This
                        Note shall be construed and enforced in accordance with the
                        domestic, internal
                        law, but not the law of conflict of laws, of the State of
                        New York.

                       

                      10.  Severability.
                        Any
                        provision contained in this Note which is prohibited or unenforceable
                        in any
                        jurisdiction shall, as to such jurisdiction, be ineffective
                        to the extent of
                        such prohibition or unenforceability without invalidating
                        the remaining
                        provisions hereof, and any such prohibition or unenforceability
                        in any
                        jurisdiction shall not invalidate or render unenforceable
                        such provision in any
                        other jurisdiction.

                       

                      IN
                        WITNESS WHEREOF, Maker, intending to be legally bound hereby,
                        has caused this
                        Note to be duly executed by its Chief Financial Officer the
                        day and year first
                        above written.

                       

                      
                        	 	 	 
	 	SYMPHONY
                                ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
                                

                                Name:
                                  David Sgro

                                Title:
                                  Chief Financial Officer

                              




                      
                        
                          
                          

                        

                        
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