Unassociated Document


    

      EXHIBIT
        4.4

        WARRANT
        AGREEMENT

      


      Agreement
        made as of _________, 2008 between Symphony Acquisition Corp., a Delaware
        corporation, with offices at 825 Third Avenue, 40th Floor, New York, New
        York
        10022 (“Company”), and American Stock Transfer & Trust Company, a New York
        corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant
        Agent”).

       

       

      WHEREAS,
        the Company has sold units (“Units”), each consisting of one share of common
        stock, par value $0.0001 per share (“Common Stock”), of the Company and one
        warrant, each warrant to purchase one share of Common Stock for $6.00, subject
        to adjustment as described herein, to its initial stockholders (each a “Founder”
and collectively, the “Founders”) and has issued and delivered an aggregate of
        1,760,937 warrants (the “Initial Warrants”) to be included in the Units issued
        to the Founders; and

       

      


      WHEREAS,
        the Company has received binding commitments from Eric S. Rosenfeld, David
        D.
        Sgro, Arnaud Ajdler, Mark S. Hauser, David Walke, Joel M. Greenblatt and
        Gregory
        R. Monahan (the “Insiders”) to purchase an aggregate of 1,500,000 warrants to
        purchase one share of Common Stock for $6.00, subject to adjustment as described
        herein (“Insider Warrants”); and

       

      WHEREAS,
        the Company is engaged in a public offering (“Public Offering”) of Units and, in
        connection therewith, has determined to issue and deliver up to (i) 7,043,750
        warrants (“Public Warrants”) to the public investors, and (ii) 490,800 warrants
        to EarlyBirdCapital, Inc. (“EBC”) or its designees (“Representative’s Warrants”
and, together with the Public Warrants, Initial Warrants and Insider Warrants,
        the “Warrants”), each of such Warrants evidencing the right of the holder
        thereof to purchase one share of Common Stock for $6.00, subject to adjustment
        as described herein; and

       

      WHEREAS,
        the Company has filed with the Securities and Exchange Commission a Registration
        Statement on Form S-1, No. 333-151646 (“Reg-istration Statement”), for the
        registration, under the Securities Act of 1933, as amended (“Act”) of, among
        other securities, the Warrants and the Common Stock issuable upon exercise
        of
        the Warrants; and

      


      WHEREAS,
        the Company desires the Warrant Agent to act on behalf of the Company, and
        the
        Warrant Agent is willing to so act, in connection with the issuance,
        regis-tration, transfer, exchange, redemption and exercise of the Warrants;
        and

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      WHEREAS,
        the Company desires to provide for the form and provisions of the Warrants,
        the
        terms upon which they shall be issued and exercised, and the respective rights,
        limitation of rights, and immunities of the Company, the Warrant Agent, and
        the
        holders of the Warrants; and

      


      WHEREAS,
        all acts and things have been done and performed which are necessary to make
        the
        Warrants, when executed on behalf of the Company and countersigned by or
        on
        behalf of the Warrant Agent, as provided herein, the valid, binding and legal
        obligations of the Company, and to authorize the execution and delivery of
        this
        Agreement.

      


      NOW,
        THEREFORE, in consideration of the mutual agreements herein contained, the
        parties hereto agree as follows:

      


      1. Appointment
        of Warrant Agent.
        The
        Company hereby appoints the Warrant Agent to act as agent for the Company
        for
        the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
        to perform the same in accordance with the terms and conditions set forth
        in
        this Agreement.

      


      2. Warrants.

      


      2.1. Form
        of Warrant.
        Each
        Warrant shall be issued in registered form only, shall be in substantially
        the
        form of Exhibit A hereto, the provisions of which are incorporated herein
        and
        shall be signed by, or bear the facsimile signature of, the Chairman of the
        Board or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary
        of the Company and shall bear a facsimile of the Company’s seal. In the event
        the person whose facsimile signature has been placed upon any Warrant shall
        have
        ceased to serve in the capacity in which such person signed the Warrant before
        such Warrant is issued, it may be issued with the same effect as if he or
        she
        had not ceased to be such at the date of issuance.

      


      2.2. Effect
        of Countersignature.
        Unless
        and until countersigned by the Warrant Agent pursuant to this Agreement,
        a
        Warrant shall be invalid and of no effect and may not be exercised by the
        holder
        thereof.


      
        
           

        

        
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      2.3. Registration.
        

      


      2.3.1. Warrant
        Register.
        The
        Warrant Agent shall maintain books (“Warrant Register”), for the registration of
        original issuance and the registration of transfer of the Warrants. Upon
        the
        initial issuance of the Warrants, the Warrant Agent shall issue and register
        the
        Warrants in the names of the respective holders thereof in such denom-inations
        and otherwise in accordance with instructions delivered to the Warrant Agent
        by
        the Company.

      


      2.3.2. Registered
        Holder.
        Prior
        to due presentment for registration of transfer of any Warrant, the Company
        and
        the Warrant Agent may deem and treat the person in whose name such Warrant
        shall
        be registered upon the Warrant Register (“registered holder”), as the absolute
        owner of such Warrant and of each Warrant represented thereby (notwithstanding
        any notation of ownership or other writing on the Warrant Certificate made
        by
        anyone other than the Company or the Warrant Agent), for the purpose of any
        exercise thereof, and for all other purposes, and neither the Company nor
        the
        Warrant Agent shall be affected by any notice to the contrary.

      


      2.4. Detachability
        of Warrants.
        The
        securities comprising the Units will not be separately transferable until
        90
        days after the date hereof unless EBC informs the Company of its decision
        to
        allow earlier separate trading, but in no event will EBC allow separate trading
        of the securities comprising the Units until the Company files a Current
        Report
        on Form 8-K which includes an audited balance sheet reflecting the receipt
        by
        the Company of the gross proceeds of the Public Offering including the proceeds
        received by the Company from the exercise of the Underwriter’s over-allotment
        option, if the over-allotment option is exercised prior to the filing of
        the
        Form 8-K. 

      


      2.5. Warrant
        Attributes.

      


      2.5.1 Initial
        Warrants.
        The
        Initial Warrants will be issued in the same form as the Public Warrants but
        they
(i)
        will
        not be transferable or salable (subject to certain limited exceptions) until
        one
        year after the Company completes a merger, capital stock exchange, asset
        acquisition or other similar business combination as more fully described
        in the
        Company’s Registration Statement (“Business Combination”), (ii) will be
        exercisable on a cashless basis and may not be called for redemption pursuant
        to
        Section 6 hereof, in each case so long as they are held by the Founders or
        their
        permitted transferees and (iii) may be exercised for unregistered shares
        if a
        registration statement relating to the common stock issuable upon exercise
        of
        the warrants is not effective and current.


      
        
           

        

        
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      2.5.2 Insider
        Warrants.
        The
        Insider Warrants will be issued in the same form as the Public Warrants but
        they
(i)
        will
        not be transferable or salable (subject to certain limited exceptions) until
        the
        Company completes a Business Combination, (ii) will be exercisable on a cashless
        basis and may not be called for redemption pursuant to Section 6 hereof,
        in each
        case so long as they are held by the Insiders or their permitted transferees
        and
        (iii) may be exercised for unregistered shares if a registration statement
        relating to the common stock issuable upon exercise of the warrants is not
        effective and current.

      2.5.3 Representative’s
        Warrants.
        The
        Representative’s Warrants shall have the same terms and be in the same form as
        the Public Warrants. 

      


      3. Terms
        and Exercise of Warrants

      


      3.1. Warrant
        Price.
        Each
        Warrant shall, when counter-signed by the Warrant Agent, entitle the registered
        holder thereof, subject to the provisions of such Warrant and of this Warrant
        Agreement, to purchase from the Company the number of shares of Common Stock
        stated therein, at the price of $6.00 per whole share, subject to the
        adjustments provided in Section 4 hereof and in the last sentence of this
        Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers
        to the price per share at which Common Stock may be purchased at the time
        a
        Warrant is exercised. The Company in its sole discretion may lower the Warrant
        Price at any time prior to the Expiration Date for a period of not less than
        10
        business days; provided, however, that any such reduction shall be identical
        in
        percentage terms among all of the Warrants. 

      


      3.2. Duration
        of Warrants.
        A
        Warrant may be exercised only during the period (“Exercise Period”) commencing
        the later of (i) one year after the consummation by the Company of a Business
        Combination or (ii) __________, 2009 and terminating at 5:00 p.m., New York
        City
        time on the earlier to occur of (i) _________, 2012 or (ii) the date fixed
        for redemption of the Warrants as provided in Section 6 of this Agreement
        (“Expiration Date”). Except with respect to the right to receive the Redemption
        Price (as set forth in Section 6 hereunder), each Warrant not exercised on
        or
        before the Expiration Date shall become void, and all rights thereunder and
        all
        rights in respect thereof under this Agreement shall cease at the close of
        business on the Expiration Date. The Company in its sole discretion may extend
        the duration of the Warrants by delaying the Expiration Date; provided, however,
        that the Company will provide notice to registered holders of the Warrants
        of
        such extension of not less than 20 days. 

      



      
        
           

        

        
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      3.3. Exercise
        of Warrants.

      


      3.3.1. Payment.
        Subject
        to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
        countersigned by the Warrant Agent, may be exercised by the registered holder
        thereof by surrendering it, at the office of the Warrant Agent, or at the
        office
        of its successor as Warrant Agent, in the Borough of Manhattan, City and
        State
        of New York, with the subscription form, as set forth in the Warrant, duly
        executed, and by paying in full the Warrant Price for each full share of
        Common
        Stock as to which the Warrant is exercised and any and all applicable taxes
        due
        in connection with the exercise of the Warrant, as follows:

      


      (a)
        in
        cash, good certified check or good bank draft payable to the order of the
        Company (or as otherwise agreed to by the Company);

      


      (b)
        in
        the event of redemption pursuant to Section 6 hereof in which the Company’s
        management has elected to force all holders of Warrants to exercise such
        Warrants on a “cashless basis,” by surrendering the Warrants for that number of
        shares of Common Stock equal to the quotient obtained by dividing (x) the
        product of the number of shares of Common Stock underlying the Warrants,
        multiplied by the difference between the Warrant Price and the “Fair Market
        Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this
        Section 3.3.1, the “Fair Market Value” shall mean the average reported last sale
        price of the Common Stock for the 10 trading days ending on the third trading
        day prior to the date on which the notice of redemption is sent to holders
        of
        Warrant pursuant to Section 6 hereof; or

      


      (c)
        with
        respect to any Initial Warrants or Insider Warrants, in the event of redemption
        pursuant to Section 6 hereof in which the Company’s management has not elected
        to force all holders of Warrants to exercise such Warrants on a “cashless basis”
or at any time other than in connection with a redemption pursuant to Section
        6
        hereof, in any case so long as such warrants are held by the Founders, Insiders
        or their permitted transferees, by surrendering such Warrants for that number
        of
        shares of Common Stock equal to the quotient obtained by dividing (x) the
        product of the number of shares of Common Stock underlying the Warrants,
        multiplied by the difference between the exercise price of the Warrants and
        the
“Fair Market Value” by (y) the Fair Market Value. Solely for purposes of this
        Section 3.3.1, the “Fair Market Value” shall mean the average reported last sale
        price of the Common Stock for the five trading days ending on the trading
        day
        preceding the date the Initial Warrants or Insider Warrants are
        exercised.

      


      3.3.2. Issuance
        of Certificates.
        As soon
        as practicable after the exercise of any Warrant and the clearance of the
        funds
        in payment of the Warrant Price, the Company shall issue to the registered
        


      
        
           

        

        
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      holder
        of
        such Warrant a certificate or certificates for the number of full shares
        of
        Common Stock to which he is entitled, registered in such name or names as
        may be
        directed by him, her or it, and if such Warrant shall not have been exercised
        in
        full, a new countersigned Warrant for the number of shares as to which such
        Warrant shall not have been exercised. Subject to Section 7.4 and
        notwithstanding the foregoing, the Company shall not be obligated to deliver
        any
        securities pursuant to the exercise of a Public Warrant and shall have no
        obligation to settle such Public Warrant exercise unless a registration
        statement under the Act with respect to the Common Stock is effective, or
        in the
        opinion of counsel to the Company, the exercise of the Warrants is exempt
        from
        the registration requirements of the Act and such securities are qualified
        for
        sale or exempt from qualification under applicable securities laws of the
        states
        or other jurisdictions in which the registered holders reside. In the event
        that
        a registration statement with respect to the Common Stock underlying a Public
        Warrant is not effective under the Act, the holder of such Public Warrant
        shall
        not be entitled to exercise such Public Warrant and such Public Warrant may
        have
        no value and expire worthless. In no event will the Company be required to
        net
        cash settle the warrant exercise. Public Warrants may not be exercised by,
        or
        securities issued to, any registered holder in any state in which such exercise
        would be unlawful. The shares of common stock issuable upon exercise of the
        Initial Warrants and Insider Warrants shall be unregistered shares. In the
        event
        that a registration statement is not effective for the Common Stock underlying
        the Public Warrants, the purchaser of a unit containing such Public Warrant,
        will have paid the full purchase price for the unit solely for the shares
        of
        Common Stock included in such unit.

      3.3.3. Valid
        Issuance.
        All
        shares of Common Stock issued upon the proper exercise of a Warrant in
        conformity with this Agreement shall be validly issued, fully paid and
        nonassessable.

      


      3.3.4. Date
        of Issuance.
        Each
        person in whose name any such certificate for shares of Common Stock is issued
        shall for all purposes be deemed to have become the holder of record of such
        shares on the date on which the Warrant was surrendered and payment of the
        Warrant Price was made, irrespective of the date of delivery of such
        certificate, except that, if the date of such surrender and payment is a
        date
        when the stock transfer books of the Company are closed, such person shall
        be
        deemed to have become the holder of such shares at the close of business
        on the
        next succeeding date on which the stock transfer books are
        open.


      
        
           

        

        
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      4. Adjustments.

      


      4.1. Stock
        Dividends - Split-Ups.
        If
        after the date hereof, and subject to the provisions of Section 4.6 below,
        the
        number of outstanding shares of Common Stock is increased by a stock dividend
        payable in shares of Common Stock, or by a split-up of shares of Common Stock,
        or other similar event, then, on the effective date of such stock dividend,
        split-up or similar event, the number of shares of Common Stock issuable
        on
        exercise of each Warrant shall be increased in proportion to such increase
        in
        outstanding shares of Common Stock.

      


      4.2. Aggregation
        of Shares.
        If
        after the date hereof, and subject to the provisions of Section 4.6, the
        number of outstanding shares of Common Stock is decreased by a consolidation,
        combination, reverse stock split or reclassifi-cation of shares of Common
        Stock
        or other similar event, then, on the effective date of such consolidation,
        combination, reverse stock split, reclassification or similar event, the
        number
        of shares of Common Stock issuable on exercise of each Warrant shall be
        decreased in proportion to such decrease in outstanding shares of Common
        Stock.

      


      4.3 Adjustments
        in Exercise Price.
        Whenever the number of shares of Common Stock purchasable upon the exercise
        of
        the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
        Price shall be adjusted (to the nearest cent) by multiplying such Warrant
        Price
        immediately prior to such adjustment by a fraction (x) the numerator of which
        shall be the number of shares of Common Stock purchasable upon the exercise
        of
        the Warrants immediately prior to such adjustment, and (y) the denominator
        of
        which shall be the number of shares of Common Stock so purchasable immediately
        thereafter.

      


      4.4. Replacement
        of Securities upon Reorganization, etc.
        In case
        of any reclassification or reorganization of the outstanding shares of Common
        Stock (other than a change covered by Section 4.1 or 4.2 hereof or that
        solely affects the par value of such shares of Common Stock), or in the case
        of
        any merger or consolidation of the Company with or into another corporation
        (other than a consolidation or merger in which the Company is the continuing
        corporation and that does not result in any reclassification or reorganization
        of the outstanding shares of Common Stock), or in the case of any sale or
        conveyance to another corporation or entity of the assets or other property
        of
        the Company as an entirety or substantially as an entirety in connection
        with
        which the Company is dissolved, the Warrant holders shall thereafter have
        the
        right to purchase and receive, upon the basis and upon the terms and conditions
        specified in the Warrants and in lieu of the shares of Common Stock of the
        Company immediately theretofore purchasable and receivable upon the exercise
        of
        the rights represented thereby, 


      
        
           

        

        
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      the
        kind
        and amount of shares of stock or other securities or property (including
        cash)
        receivable upon such reclassification, reorganization, merger or consolidation,
        or upon a dissolution following any such sale or transfer, that the Warrant
        holder would have received if such Warrant holder had exercised his, her
        or its
        Warrant(s) immediately prior to such event; and if any reclassification also
        results in a change in shares of Common Stock covered by Section 4.1 or
        4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3
        and this Section 4.4. The provisions of this Section 4.4 shall
        similarly apply to successive reclassifications, reorganizations, mergers
        or
        consolidations, sales or other transfers.

      


      4.5. Notices
        of Changes in Warrant.
        Upon
        every adjustment of the Warrant Price or the number of shares issuable upon
        exercise of a Warrant, the Company shall give written notice thereof to the
        Warrant Agent, which notice shall state the Warrant Price resulting from
        such
        adjust-ment and the increase or decrease, if any, in the number of shares
        purchasable at such price upon the exercise of a Warrant, setting forth in
        reasonable detail the method of calculation and the facts upon which such
        calculation is based. Upon the occurrence of any event specified in Sections
        4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
        notice to each Warrant holder, at the last address set forth for such holder
        in
        the warrant register, of the record date or the effective date of the event.
        Failure to give such notice, or any defect therein, shall not affect the
        legality or validity of such event.

      


      4.6. No
        Fractional Shares.
        Notwithstanding any provi-sion contained in this Warrant Agreement to the
        contrary, the Company shall not issue fractional shares upon exercise of
        Warrants. If, by reason of any adjustment made pursuant to this Section 4,
        the holder of any Warrant would be entitled, upon the exercise of such Warrant,
        to receive a fractional interest in a share, the Company shall, upon such
        exercise, round up or down to the nearest whole number the number of the
        shares
        of Common Stock to be issued to the Warrant holder.

      


      4.7. Form
        of Warrant.
        The
        form of Warrant need not be changed because of any adjustment pursuant to
        this
        Section 4, and Warrants issued after such adjustment may state the same Warrant
        Price and the same number of shares as is stated in the Warrants initially
        issued pursuant to this Agreement. However, the Company may at any time in
        its
        sole discretion make any change in the form of Warrant that the Company may
        deem
        appropriate and that does not affect the substance thereof, and any Warrant
        thereafter issued or countersigned, whether in exchange or substitution for
        an
        outstanding Warrant or otherwise, may be in the form as so changed.

      


      4.8
         Notice
        of Certain Transactions.
        In the
        event that the Company shall propose to (a) offer 


      
        
           

        

        
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      the
        holders of its Common Stock rights to subscribe for or to purchase any
        securities convertible into shares of Common Stock or shares of stock of
        any
        class or any other securities, rights or options, (b) issue any rights,
        options or warrants entitling the holders of Common Stock to subscribe for
        shares of Common Stock or (c) make a tender offer, redemption offer or
        exchange offer with respect to the Common Stock, the Company shall send to
        the
        Warrant holders a notice of such proposed action or offer. Such notice shall
        be
        mailed to the registered holders at their addresses as they appear in the
        Warrant Register, which shall specify the record date for the purposes of
        such
        dividend, distribution or rights, or the date such issuance or event is to
        take
        place and the date of participation therein by the holders of Common Stock,
        if
        any such date is to be fixed, and shall briefly indicate the effect of such
        action on the Common Stock and on the number and kind of any other shares
        of
        stock and on other property, if any, and the number of shares of Common Stock
        and other property, if any, issuable upon exercise of each Warrant and the
        Warrant Price after giving effect to any adjustment pursuant to this
        Article 4 which would be required as a result of such action. Such notice
        shall be given as promptly as practicable after the Board has determined
        to take
        any such action and (x) in the case of any action covered by clause
        (a) or (b) above at least 10 days prior to the record date for
        determining the holders of the Common Stock for purposes of such action or
        (y) in the case of any other such action at least 20 days prior to the
        date of the taking of such proposed action or the date of participation therein
        by the holders of Common Stock, whichever shall be the earlier. 

      


                4.9
         Other
        Events.
        If any
        event occurs as to which the foregoing provisions of this Article 4 are not
        strictly applicable or, if strictly applicable, would not, in the good faith
        judgment of the Board, fairly and adequately protect the purchase rights
        of the
        registered holders of the Warrants in accordance with the essential intent
        and
        principles of such provisions, then the Board shall make such adjustments
        in the
        application of such provisions, in accordance with such essential intent
        and
        principles, as shall be reasonably necessary, in the good faith opinion of
        the
        Board, to protect such purchase rights as aforesaid. 

      5. Transfer
        and Exchange of Warrants.

      


      5.1. Registration
        of Transfer.
        The
        Warrant Agent shall register the transfer, from time to time, of any outstanding
        Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
        properly endorsed with signatures properly guaranteed and accompanied by
        appropriate instructions for transfer. Upon any such transfer, a new Warrant
        representing an equal aggregate number of Warrants shall be issued and the
        old
        Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
        shall
        be delivered by the Warrant Agent to the Company from time to time upon
        request.


      
        
           

        

        
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      5.2. Procedure
        for Surrender of Warrants.
        Warrants may be surrendered to the Warrant Agent, together with a written
        request for exchange or transfer, and there-upon the Warrant Agent shall
        issue
        in exchange therefor one or more new Warrants as requested by the registered
        holder of the Warrants so surrendered, representing an equal aggregate number
        of
        Warrants; provided, however, that in the event that a Warrant surrendered
        for
        transfer bears a restrictive legend, the Warrant Agent shall not cancel such
        Warrant and issue new Warrants in exchange therefor until the Warrant Agent
        has
        received an opinion of counsel for the Company stating that such transfer
        may be
        made and indicating whether the new Warrants must also bear a restrictive
        legend.

      


      5.3. Fractional
        Warrants.
        The
        Warrant Agent shall not be required to effect any registration of transfer
        or
        exchange which will result in the issuance of a warrant certificate for a
        fraction of a warrant.

      


      5.4. Service
        Charges.
        No
        service charge shall be made for any exchange or registration of transfer
        of
        Warrants.

      


      5.5. Warrant
        Execution and Countersignature.
        The
        Warrant Agent is hereby authorized to countersign and to deliver, in accordance
        with the terms of this Agreement, the Warrants required to be issued pursuant
        to
        the provisions of this Section 5, and the Company, whenever required by the
        Warrant Agent, will supply the Warrant Agent with Warrants duly executed
        on
        behalf of the Company for such purpose. 

      


      6. Redemption.

      


      6.1. Redemption.
        Subject
        to Section 6.4 hereof, not less than all of the outstanding Warrants may
        be
        redeemed, at the option of the Company, upon prior written consent of EBC,
        at
        any time while they are exercisable and so long as an effective registration
        statement covering the shares of common stock issuable upon exercise of the
        Warrants is current and available throughout the “30-day redemption period”
(defined below) and prior to their expiration, at the office of the Warrant
        Agent, upon the notice referred to in Section 6.2, at the price of $.01 per
        Warrant (“Redemption Price”), provided that the last sales price of the Common
        Stock has been at least $11.50 per share (subject to adjustment in accordance
        with Section 4 hereof), on each of twenty (20) trading days within any thirty
        (30) trading day period ending on the third business day prior to the date
        on
        which notice of redemption is given. The provisions of this Section 6.1 may
        not
        be modified, amended or deleted without the prior written consent of EBC.
        

      



      
        
           

        

        
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      6.2. Date
        Fixed for, and Notice of, Redemption.
        In the
        event the Company shall elect to redeem all of the Warrants, the Company
        shall
        fix a date for the redemption. Notice of redemption shall be mailed by first
        class mail, postage prepaid, by the Company not less than 30 days prior to
        the
        date fixed for redemption (the “30-day redemption period”) to the registered
        holders of the Warrants to be redeemed at their last addresses as they shall
        appear on the registration books. Any notice mailed in the manner herein
        provided shall be conclusively presumed to have been duly given whether or
        not
        the registered holder received such notice.

      


      6.3. Exercise
        After Notice of Redemption.
        The
        Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
        Section 3.3.1 of this Agreement) at any time after notice of redemption shall
        have been given by the Company pursuant to Section 6.2 hereof and prior to
        the
        time and date fixed for redemption. In the event the Company determines to
        require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to Section 3.3.1(b), the notice of redemption will contain the
        information necessary to calculate the number of shares of Common Stock to
        be
        received upon exercise of the Warrants, including the “Fair Market Value” in
        such case. On and after the redemption date, the record holder of the Warrants
        shall have no further rights except to receive, upon surrender of the Warrants,
        the Redemption Price.

      


      6.4 Exclusion
        of Certain Warrants.
        The
        Company understands that the redemption rights provided for by this Section
        6
        apply only to outstanding Warrants. To the extent a person holds rights to
        purchase Warrants, such purchase rights shall not be extinguished by redemption.
        However, once such purchase rights are exercised, the Company may redeem
        the
        Warrants issued upon such exercise provided that the criteria for redemption
        is
        met. Additionally, any of the Initial Warrants and Insider Warrants shall
        not be
        redeemable by the Company as long as such Initial Warrants and Insider Warrants
        continue to be held by the Founders, Insiders or their permitted transferees.
        However, once such individuals or their permitted transferee otherwise transfer
        such Initial Warrants and Insider Warrants, such Initial Warrants and Insider
        Warrants shall then be redeemable by the Company pursuant to Section 6 hereof.
        The provisions of this Section 6.4 may not be modified, amended or deleted
        without the prior written consent of EBC.

      



      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      6.5 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 cancelled on the books
        of
        the Company and have no further value except for the $.01 redemption
        price.

      


      7. Other
        Provisions Relating to Rights of Holders of Warrants.

      


      7.1. No
        Rights as Stockholder.
        A
        Warrant does not entitle the registered holder thereof to any of the rights
        of a
        stockholder of the Company, including, without limitation, the right to receive
        divi-dends, or other distributions, exercise any preemptive rights to vote
        or to
        consent or to receive notice as stockholders in respect of the meetings of
        stockholders or the election of directors of the Company or any other
        matter.

      


      7.2. Lost,
        Stolen, Mutilated, or Destroyed Warrants.
        If any
        Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
        Agent may on such terms as to indemnity or otherwise as they may in their
        discretion impose (which shall, in the case of a mutilated Warrant, include
        the
        surrender thereof), issue a new Warrant of like denomination, tenor, and
        date as
        the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
        shall
        constitute a substitute contractual obligation of the Company, whether or
        not
        the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
        time
        enforceable by anyone.

      


      7.3. Reservation
        of Common Stock.
        The
        Company shall at all times reserve and keep available a number of its authorized
        but unissued shares of Common Stock that will be sufficient to permit the
        exercise in full of all outstanding Warrants issued pursuant to this
        Agreement.

      


      7.4. Registration
        of Common Stock.
        The
        Company agrees that prior to the commencement of the Exercise Period, it
        shall
        use its best efforts to file with the Securities and Exchange Commission
        a
        post-effective amendment to the Registration Statement, or a new registration
        statement, for the registration, under the Act, of, and it shall use its
        best
        efforts to take such action as is necessary to qualify for sale, in those
        states
        in which the Warrants were initially offered by the Company, the Common Stock
        issuable upon exercise of the Warrants. In either case, the Company will
        use its
        best efforts to cause the same to become effective and to maintain the
        effectiveness of such registration statement until the expiration of the
        Warrants in accordance with the provisions of this Agreement. The
        Public Warrants shall not be exercisable and the Company shall not be obligated
        to issue Common Stock unless, at the time a holder seeks to exercise the
        Public
        Warrants, a prospectus relating to Common Stock issuable upon exercise of
        the
        Public Warrants is current and the Common Stock has been registered or qualified
        or deemed to be exempt under the 


      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      securities
        laws of the state of residence of the holder of the Public Warrants.
The
        provisions of this Section 7.4 may not be modified, amended or deleted
        without the prior written consent of EBC.

      


      8. Concerning
        the Warrant Agent and Other Matters.

      


      8.1. Payment
        of Taxes.
        The
        Company will from time to time promptly pay all taxes and charges that may
        be
        im-posed upon the Company or the Warrant Agent in respect of the issuance
        or
        delivery of shares of Common Stock upon the exercise of Warrants, but the
        Company shall not be obligated to pay any transfer taxes in respect of the
        Warrants or such shares.

      


      8.2. Resignation,
        Consolidation, or Merger of Warrant Agent.

      


      8.2.1. Appointment
        of Successor Warrant Agent.
        The
        Warrant Agent, or any successor to it hereafter appointed, may resign its
        duties
        and be discharged from all further duties and liabilities hereunder after
        giving
        sixty (60) days’ notice in writing to the Company. If the office of the Warrant
        Agent becomes vacant by resignation or incapacity to act or otherwise, the
        Company shall appoint in writing a successor Warrant Agent in place of the
        Warrant Agent. If the Company shall fail to make such appointment within
        a
        period of 30 days after it has been notified in writing of such resignation
        or
        incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
        with
        such notice, submit his Warrant for inspection by the Company), then the
        holder
        of any Warrant may apply to the Supreme Court of the State of New York for
        the
        County of New York for the appoint-ment of a successor Warrant Agent at the
        Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
        by such court, shall be a corporation organized and existing under the laws
        of
        the State of New York, in good standing and having its principal office in
        the
        Borough of Manhattan, City and State of New York, and authorized under such
        laws
        to exercise corporate trust powers and subject to supervision or examination
        by
        federal or state authority. After appointment, any successor Warrant Agent
        shall
        be vested with all the authority, powers, rights, immunities, duties, and
        obligations of its predecessor Warrant Agent with like effect as if originally
        named as Warrant Agent hereunder, without any further act or deed; but if
        for
        any reason it becomes necessary or appropriate, the predecessor Warrant Agent
        shall execute and deliver, at the expense of the Company, an instrument
        transferring to such successor Warrant Agent all the authority, powers, and
        rights of such predecessor Warrant Agent here-under; and upon request of
        any
        successor Warrant Agent the Company shall make, exe-cute, acknowledge, and
        deliver any and all instruments in writing for more fully and effectually
        vesting in and confirming to such successor Warrant Agent all such authority,
        powers, rights, immunities, duties, and obligations.

      



      
        
           

        

        
          13

          
            

          

        

        
           

        

      


      8.2.2. Notice
        of Successor Warrant Agent.
        In the
        event a successor Warrant Agent shall be appointed, the Company shall give
        notice thereof to the predecessor Warrant Agent and the transfer agent for
        the
        Common Stock not later than the effective date of any such
        appointment.

      


      8.2.3. Merger
        or Consolidation of Warrant Agent.
        Any
        corporation into which the Warrant Agent may be merged or with which it may
        be
        consolidated or any corporation resulting from any merger or consolidation
        to
        which the Warrant Agent shall be a party shall be the successor Warrant Agent
        under this Agreement without any further act.

      


      8.3. Fees
        and Expenses of Warrant Agent.

      


      8.3.1. Remuneration.
        The
        Company agrees to pay the Warrant Agent reasonable remuneration for its services
        as such Warrant Agent hereunder and will reim-burse the Warrant Agent upon
        demand for all expenditures that the Warrant Agent may reasonably incur in
        the
        execution of its duties hereunder.

      


      8.3.2. Further
        Assurances.
        The
        Company agrees to perform, execute, acknowledge, and deliver or cause to
        be
        performed, executed, acknowledged, and delivered all such further and other
        acts, instruments, and assurances as may reason-ably be required by the Warrant
        Agent for the carrying out or performing of the provisions of this
        Agreement.

      


      8.4. Liability
        of Warrant Agent.

      


      8.4.1. Reliance
        on Company Statement.
        Whenever in the performance of its duties under this Warrant Agreement, the
        Warrant Agent shall deem it necessary or desirable that any fact or matter
        be
        proved or estab-lished by the Company prior to taking or suffering any action
        hereunder, such fact or matter (unless other evidence in respect thereof
        be
        herein specifically prescribed) may be deemed to be conclusively proved and
        established by a statement signed by the President or Chairman of the Board
        of
        the Company and delivered to the Warrant Agent. The Warrant Agent may rely
        upon
        such statement for any action taken or suffered in good faith by it pursuant
        to
        the provisions of this Agreement.

      


      8.4.2. Indemnity.
        The
        Warrant Agent shall be liable hereunder only for its own negligence, willful
        mis-conduct or bad faith. The Company agrees to indemnify the Warrant Agent
        and
        save it harmless against any and all liabilities, including judgments, costs
        and
        reasonable counsel fees, for anything done or omitted by the Warrant Agent
        in
        the execution of this Agreement except as a result of the 


      
        
           

        

        
          14

          
            

          

        

        
           

        

      


      Warrant
        Agent’s negligence, willful miscon-duct, or bad faith.

      


      8.4.3. Exclusions.
        The
        Warrant Agent shall have no respons-ibility with respect to the validity
        of this
        Agreement or with respect to the validity or execution of any Warrant (except
        its countersignature thereof); nor shall it be responsible for any breach
        by the
        Company of any covenant or condition contained in this Agreement or in any
        Warrant; nor shall it be responsible to make any adjustments required under
        the
        provisions of Section 4 hereof or responsible for the manner, method, or
        amount
        of any such adjustment or the ascertaining of the existence of facts that
        would
        require any such adjustment; nor shall it by any act hereunder be deemed
        to make
        any represen-tation or warranty as to the authorization or reservation of
        any
        shares of Common Stock to be issued pursuant to this Agreement or any Warrant
        or
        as to whether any shares of Common Stock will when issued be valid and fully
        paid and nonassessable. 

      


      8.5. Acceptance
        of Agency.
        The
        Warrant Agent hereby accepts the agency established by this Agreement and
        agrees
        to perform the same upon the terms and condi-tions herein set forth and among
        other things, shall account promptly to the Company with respect to Warrants
        exercised and concurrently account for, and pay to the Company, all moneys
        received by the Warrant Agent for the purchase of shares of Common Stock
        through
        the exercise of Warrants.

      


      9. Miscellaneous
        Provisions.

      


      9.1. Successors.
        All the
        covenants and provisions of this Agreement by or for the benefit of the Company
        or the Warrant Agent shall bind and inure to the benefit of their respective
        successors and assigns.

      


      9.2. Notices.
        Any
        notice, statement or demand authorized by this Warrant Agreement to be given
        or
        made by the Warrant Agent or by the holder of any Warrant to or on the Company
        shall be sufficiently given when so delivered if by hand or overnight delivery
        or if sent by certified mail or private courier service within five days
        after
        deposit of such notice, postage prepaid, addressed (until another address
        is
        filed in writing by the Company with the Warrant Agent), as
        follows:

       

      Symphony
        Acquisition Corp.

      825
        Third
        Avenue, 40th Floor

      New
        York,
        New York 10022

      Attn:
        Eric S. Rosenfeld, Chief Executive Officer

      


      Any
        notice, statement or demand authorized by this Agreement
        to be
        given or made by the holder of any 


      
        
           

        

        
          15

          
            

          

        

        
           

        

      


      Warrant
        or by the Company to or on the Warrant Agent shall be sufficiently given
        when so
        delivered if by hand or overnight delivery or if sent by certified mail or
        private courier service within five days after deposit of such notice, postage
        prepaid, addressed (until another address is filed in writing by the Warrant
        Agent with the Company), as follows:

      


      American
        Stock Transfer & Trust Company 

      59
        Maiden
        Lane

      
        	 	 	 	
                New
                  York, New York 10038

              


      

      Attn:
        Compliance Department

      


      with
        a
        copy in each case to:

      


      Graubard
        Miller

      The
        Chrysler Building

      405
        Lexington Avenue

      New
        York,
        New York 10174

      Attn:
        David Alan Miller, Esq.

      


      and:

      


      EarlyBirdCapital,
        Inc. 

      275
        Madison Avenue

      New
        York,
        New York 10016

      Attn:
        Steven Levine

      


      and:

      


      Greenberg
        Traurig, LLP

      Met
        Life
        Building

      200
        Park
        Avenue

      New
        York,
        New York 10166

      Attn:
        Robert H. Cohen, Esq.

      


      


      9.3. Applicable
        law.
        The
        validity, interpretation, and performance of this Agreement and of the Warrants
        shall be governed in all respects by 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. The
        Company hereby agrees that any action, proceeding or claim against it arising
        out of or relating in any way to this Agreement shall be brought and enforced
        in
        the courts of the State of New York or the United States District Court for
        the
        Southern District of New York, and irrevocably submits to such jurisdiction,
        which jurisdiction shall be exclusive. The Company hereby waives any objection
        to such exclusive jurisdiction and that such courts represent an inconvenience
        forum. Any such process or summons to be served upon the Company may be served
        by transmitting a copy thereof by registered or 


      
        
           

        

        
          16

          
            

          

        

        
           

        

      


      certified
        mail, return receipt requested, postage prepaid, addressed to it at the address
        set forth in Section 9.2 hereof. Such mailing shall be deemed personal service
        and shall be legal and binding upon the Company in any action, proceeding
        or
        claim.

      


      9.4. Persons
        Having Rights under this Agreement.
        Nothing
        in this Agreement expressed and nothing that may be implied from any of the
        provisions hereof is intended, or shall be construed, to confer upon, or
        give
        to, any person or corporation other than the parties here-to and the registered
        holders of the Warrants and, for the purposes of Sections 2.5, 6.1, 6.4,
        7.4, 9.2 and 9.8 hereof, EBC, any right, remedy, or claim under or by reason
        of
        this Warrant Agreement or of any covenant, condition, stipulation, promise,
        or
        agreement hereof. EBC shall be deemed to be a third-party beneficiary of
        this
        Agreement with respect to Sections 2.5, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof.
        All
        covenants, conditions, stipulations, promises, and agreements contained in
        this
        Warrant Agreement shall be for the sole and exclusive benefit of the parties
        hereto (and EBC with respect to the Sections 2.5, 6.1, 6.4, 7.4, 9.2 and
        9.8
        hereof) and their successors and assigns and of the registered holders of
        the
        Warrants.

      


      9.5. Examination
        of the Warrant Agreement.
        A copy
        of this Agreement shall be available at all reason-able times at the office
        of
        the Warrant Agent in the Borough of Manhattan, City and State of New York,
        for
        inspection by the registered holder of any Warrant. The Warrant Agent may
        require any such holder to submit his Warrant for inspection by it.

      


      9.6. Counterparts.
        This
        Agreement may be executed in any number of original or facsimile counterparts
        and each of such counterparts shall for all purposes be deemed to be an
        original, and all such counterparts shall together constitute but one and
        the
        same instrument.

      


      9.7. Effect
        of Headings.
        The
        Section headings herein are for convenience only and are not part of this
        Warrant Agreement and shall not affect the inter-pretation thereof.

      


      9.8 Amendments.
        This
        Agreement may be amended by the parties hereto without the consent of any
        registered holder for the purpose of curing any ambiguity, or of curing,
        correcting or supplementing any defective provision contained herein or adding
        or changing any other provisions with respect to matters or questions arising
        under this Agreement as the parties may deem necessary or desirable and that
        the
        parties deem shall not adversely affect the interest of the registered holders.
        All other modifications or amendments, including any amendment to increase
        the
        Warrant Price or shorten the Exercise Period, shall require the written consent
        of the registered holders of a majority of the then outstanding Warrants.
        Notwithstanding the foregoing, the Company may lower the Warrant Price or
        extend
        the duration of the 


      
        
           

        

        
          17

          
            

          

        

        
           

        

      


      Exercise
        Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
        of
        the registered holders.

      


      9.9
         Severability.
        This
        Agreement shall be deemed severable, and the invalidity or unenforceability
        of
        any term or provision hereof shall not affect the validity or enforceability
        of
        this Agreement or of any other term or provision hereof. Furthermore, in
        lieu of
        any such invalid or unenforceable term or provision, the parties hereto intend
        that there shall be added as a part of this Agreement a provision as similar
        in
        terms to such invalid or unenforceable provision as may be possible and be
        valid
        and enforceable.

      


      


       

        

       


      
        
           

        

        
          18

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
        as
        of the day and year first above written.

       

      
        	 	
                SYMPHONY
                  ACQUISITION CORP.

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Name:

              
	 	 	
                Title:

              
	 	 	 
	 	 	 
	 	
                AMERICAN
                  STOCK TRANSFER 

              
	 	
                &
                  TRUST COMPANY

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	
                 

              	
                Title:

              


      

      
19