Unassociated Document


    EXHIBIT
      10.1

      
        
          
            
               

               

              _____________
                ___, 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 officer, 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 15 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 the 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. In the event of the liquidation of the Trust Account
                (other than
                immediately prior to the consummation of Business Combination), the
                undersigned
                agrees to indemnify and hold harmless the Company against any and
                all loss,
                liability, claims, damage and expense whatsoever (including, but
                not limited to,
                any and all legal or other expenses reasonably incurred in investigating,
                preparing or defending against any litigation, whether pending or
                threatened, or
                any claim whatsoever) to which the Company may become subject as
                a result of any
                claim by any vendor or other person who is owed money by the Company
                for
                services rendered to the Company in excess of the net proceeds of
                the Offering
                not held in trust or contracted for or products sold, or by any target
                business,
                but only to the extent necessary to ensure that such loss, liability,
                claim,
                damage or expense does not reduce the amount in the Trust Account.

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              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
                business 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 or
                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
                commencing on
                the Effective Date, Crescendo Advisors II, LLC (“Related Party”), shall be
                allowed to charge the Company $10,000 per month, representing an
                allocable share
                of Related Party’s overhead, to compensate it for the Company’s use of Related
                Party’s offices, utilities and personnel. Related Party and the undersigned
                shall also be entitled to reimbursement from the Company for their
                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. 

               

              
                
                  
                  

                

                
                  2

                  
                    

                  

                

                
                  
                  

                

              

              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.

               

              8.  The
                undersigned agrees to be Chairman of the Board, Chief Executive Officer
                and
                President of the Company until the earlier of the consummation by
                the Company of
                a Business Combination or the liquidation of the Company. The undersigned
                acknowledges that the foregoing does not interfere with or limit
                in any way the
                right of the Company to terminate the undersigned’s employment at any time
                (subject to other contractual rights the undersigned may have) nor
                confer upon
                the undersigned any right to continue in the employ of 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
                Chairman of the
                Board, Chief Executive Officer and President 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.

               

              
                
                  
                  

                

                
                  3

                  
                    

                  

                

                
                  
                  

                

              

              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.
                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).

               

              12.  In
                the
                event that the Company does not consummate a Business Combination
                and must
                liquidate, and its remaining net assets are insufficient to complete
                such
                liquidation, the undersigned agrees to advance such funds necessary
                to complete
                such liquidation and agrees not to seek repayment for such
                expenses.

               

              13.  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.

               

              14.  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.

               

              
                
                  
                  

                

                
                  4

                  
                    

                  

                

                
                  
                  

                

              

              15.  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.

              
                	 	 	 
	 	 	
                        Eric
                          S. Rosenfeld

                      
	 	 	
                        

                        Print
                          name

                      
	 
 	 
 	 
 
	 	 	 
	 	
                        

                        Signature

                      


              

               

              
                
                  
                  

                

                
                  5