Unassociated Document


    EXHIBIT
      10.13

      
        
          
            
              
                 

                Subscription
                  Agreement

                 

                As
                  of
                  ______________, 2008

                


                To
                  the
                  Board of Directors of 

                Symphony
                  Acquisition Corp.:

                


                Gentlemen:

                


                The
                  undersigned hereby subscribes for and agrees to purchase _________
                  Warrants
                  (“Insider Warrants”) at $0.70 per Insider Warrant, each to purchase one share of
                  common stock, par value $0.0001 per share, of Symphony Acquisition
                  Corp. (the
“Corporation”) for an aggregate purchase price of $___________ (“Purchase
                  Price”). The purchase and issuance of the Insider Warrants shall occur
                  simultaneously with the consummation of the Corporation’s initial public
                  offering of securities (“IPO”) which is being underwritten by the underwriters
                  set forth in the Company’s IPO prospectus included in the Registration
                  Statement, for which EarlyBirdCapital, Inc. (“EBC”) is acting as representative.
                  The Insider Warrants will be sold to the undersigned on a private
                  placement
                  basis and not part of the IPO.  Except as set forth herein, the Insider
                  Warrants shall be identical to the warrants issued in the IPO.


                


                At
                  least
                  24 hours prior to the effective date of the registration statement
                  filed in
                  connection with the IPO (“Registration Statement”), the undersigned shall
                  deliver the Purchase Price to Graubard Miller (“GM”) to hold in a non-interest
                  bearing account until the Corporation consummates the IPO. Simultaneously
                  with
                  the consummation of the IPO, GM shall deposit the Purchase Price,
                  without
                  interest or deduction, into the trust fund (“Trust Fund”) established by the
                  Corporation for the benefit of the Corporation’s public stockholders as
                  described in the Corporation’s Registration Statement, pursuant to the terms of
                  an Investment Management Trust Agreement to be entered into between
                  the
                  Corporation and American Stock Transfer & Trust Company. In the event that
                  the IPO is not consummated within 14 days of the date the Purchase
                  Price is
                  delivered to GM, GM shall return the Purchase Price to the undersigned,
                  without
                  interest or deduction.

                


                The
                  undersigned represents and warrants that he has been advised that
                  the Insider
                  Warrants (including the underlying shares of common stock) have
                  not been
                  registered under the Securities Act; that he is acquiring the Insider
                  Warrants
                  for his account for investment purposes only; that he has no present
                  intention
                  of selling or otherwise disposing of the Insider Warrants in violation
                  of the
                  securities laws of the United States; that he is an “accredited investor” as
                  defined by Rule 501 of Regulation D promulgated under the Securities
                  Act of
                  1933, as amended (the “Securities Act”); and that he is familiar with the
                  proposed business, management, financial condition and affairs
                  of the
                  Corporation.

                


                Moreover,
                  the undersigned agrees that he shall not sell or transfer the Insider
                  Warrants
                  or any underlying securities (except 
(i)
                  to
                  another officer or director of the Company, (ii) to relatives and
                  trusts for
                  estate planning purposes, (iii) by virtue of the laws of descent
                  and
                  distribution upon death, (iv) pursuant to a qualified domestic
                  relations order
                  or (v) to an entity’s members upon its liquidation to the extent the Insider
                  Warrants are subsequently transferred to an entity, in each case,
                  subject to the
                  transferee agreeing to such transfer restrictions)
                  until
                  after the Corporation consummates a merger, capital stock exchange,
                  asset
                  acquisition or other similar business combination with an operating
                  business
                  (“Business Combination”) meeting the requirements set forth in the Registration
                  Statement and acknowledges that the certificates for such Insider
                  Warrants shall
                  contain a legend indicating such restriction on transferability.
                  


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                The
                  Company hereby acknowledges and agrees that the Insider Warrants
                  will be
                  exercisable on a cashless basis and, in the event the Company calls
                  the Warrants
                  for redemption pursuant to that certain Warrant Agreement to be
                  entered into by
                  the Company and American Stock Transfer & Trust Company in connection with
                  the Company’s IPO, shall not be redeemable by the Company so long as such
                  Insider Warrants are held by the undersigned or his permitted
                  transferees.

                


                The
                  terms
                  of this agreement and the restriction on transfers with respect
                  to the Insider
                  Warrants may not be amended without the prior written consent of
                  EBC.

                 

                Very
                  truly yours,   

                 

                


                [Purchaser]

                


                Agreed
                  to:

                 

                
                  	Symphony Acquisition
                          Corp.	 	 	 
	 	 	 	 	 
	By:	 	 	 	
                        
	 	
                          

                          Name:
                            

                          Title:
                            

                        	 	 	
                        


                

                
                   

                  
                    	Graubard Miller	 	 	 
	 	 	 	 	 
	By:	 	 	 	
                          
	 	
                            

                            Name:
                              

                            Title:
                              

                          	 	 	
                          


                  

                  
                     

                    
                      	EarlyBirdCapital,
                              Inc. 	 	 	 
	 	 	 	 	 
	By:	 	 	 	
                            
	 	
                              

                              Name:
                                

                              Title: