Unassociated Document


    EXHIBIT
      10.6

      

        
          


          _____________
            ___, 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 special advisor 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 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’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.

           

          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.

           

          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.

          
            	 	 	 
	 	 	 
	 	 	
                    Joel
                      Greenblatt

                  
	 
 	 
 	
                    
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