Unassociated Document


    EXHIBIT
      10.8

      
        
          
            
               

              
                

                  INVESTMENT
                    MANAGEMENT TRUST AGREEMENT

                  


                  This
                    Agreement is made as of ________, 2008 by and between Symphony
                    Acquisition Corp.
                    (the “Company”) and American Stock Transfer & Trust Company
                    (“Trustee”).

                  


                  WHEREAS,
                    the Company’s registration statement on Form S-1, No. 333-151646
                    (“Registration Statement”), for its initial public offering of securities
                    (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by
                    the Securities and Exchange Commission (capitalized terms used
                    herein and not
                    otherwise defined shall have the meanings set forth in the Registration
                    Statement); and 

                  


                  WHEREAS,
                    EarlyBirdCapital, Inc. (“EBC”) is acting as the representative of the
                    underwriters in the IPO; and

                  


                  WHEREAS,
                    as described in the Registration Statement, and in accordance
                    with the Company’s
                    Amended and Restated Certificate of Incorporation, $47,285,000
                    of the gross
                    proceeds of the IPO and sale of the Sponsors’ Warrants (or $54,377,750) if the
                    underwriters’ over-allotment option is exercised in full) will be delivered
                    to
                    the Trustee to be deposited and held in a trust account for the
                    benefit of the
                    Company and the holders of the Company’s common stock, par value $.0001 per
                    share, issued in the IPO as hereinafter provided (the amount
                    to be delivered to
                    the Trustee will be referred to herein as the “Property”, the stockholders for
                    whose benefit the Trustee shall hold the Property will be referred
                    to as the
“Public Stockholders,” and the Public Stockholders and the Company will be
                    referred to together as the “Beneficiaries”); and 

                  


                  WHEREAS,
                    the Company and the Trustee desire to enter into this Agreement
                    to set forth the
                    terms and conditions pursuant to which the Trustee shall hold
                    the
                    Property;

                  


                  IT
                    IS
                    AGREED:

                  


                  1. Agreements
                    and Covenants of Trustee.
                    The
                    Trustee hereby agrees and covenants to:

                  


                  (a) Hold
                    the
                    Property in trust for the Beneficiaries in accordance with the
                    terms of this
                    Agreement in a segregated trust account (“Trust Account”) established by the
                    Trustee; 

                  


                  (b) Manage,
                    supervise and administer the Trust Account subject to the terms
                    and conditions
                    set forth herein;

                  


                  (c) In
                    a
                    timely manner, upon the instruction of the Company, to invest
                    and reinvest the
                    Property in United States “government securities” within the meaning of Section
                    2(a)(16) of the Investment Company Act of 1940 having a maturity
                    of 180 days or
                    less,
                    and/or
                    in any open ended investment company registered under the Investment
                    Company Act
                    of 1940 that holds itself out as a money market fund selected
                    by the Company
                    meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4)
                    of Rule 2a-7
                    promulgated under the Investment Company Act of 1940, as determined
                    by the
                    Company;

                  


                  (d) Collect
                    and receive, when due, all principal and income arising from
                    the Property, which
                    shall become part of the “Property,” as such term is used herein;

                  


                  (e) Notify
                    the Company and EBC of all communications received by it with
                    respect to any
                    Property requiring action by the Company;

                  


                  
                    
                      
                      

                    

                    
                      1

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  (f) Supply
                    any necessary information or documents as may be requested by
                    the Company in
                    connection with the Company’s preparation of the tax returns relating to income
                    from the property in the Trust Account (or otherwise);

                  


                  (g) Participate
                    in any plan or proceeding for protecting or enforcing any right
                    or interest
                    arising from the Property if, as and when instructed by the Company
                    and/or EBC
                    to do so;

                  


                  (h) Render
                    to
                    the Company and to EBC, and to such other person as the Company
                    may instruct,
                    monthly written statements of the activities of and amounts in
                    the Trust Account
                    reflecting all receipts and disbursements of the Trust Account;
                    and

                  


                  (i) Commence
                    liquidation of the Trust Account only after and promptly after
                    receipt of, and
                    only in accordance with, the terms of a letter (“Termination Letter”), in a form
                    substantially similar to that attached hereto as either Exhibit
                    A or Exhibit B
                    hereto, signed on behalf of the Company by its President or Chairman
                    of the
                    Board and Secretary or Assistant Secretary and affirmed by counsel
                    for the
                    Company, and complete the liquidation of the Trust Account and
                    distribute the
                    Property in the Trust Account only as directed in the Termination
                    Letter and the
                    other documents referred to therein; provided, however, that
                    in the event that a
                    Termination Letter has not been received by the Trustee by the
                    24-month
                    anniversary of the closing (“Closing”) of the IPO (“First Date”), or the
                    30-month anniversary of the Closing (“Last Date”) in the event that a definitive
                    agreement for a Business Combination has been executed on or
                    prior to the First
                    Date but the Business Combination has not been consummated by
                    the First Date,
                    the Trust Account shall be liquidated in accordance with the
                    procedures set
                    forth in the Termination Letter attached as Exhibit B hereto
                    to the stockholders
                    of record on the record date established by the Company for such
                    purpose. The
                    Company shall set the record date to be within ten days of the
                    Last Date, or as
                    soon thereafter as reasonably practicable and legally permissible.
                    In all cases,
                    the Trustee shall provide EBC with a copy of any Termination
                    Letters and/or any
                    other correspondence that it receives with respect to any proposed
                    withdrawal
                    from the Trust Account promptly after it receives same.

                  


                  2. Limited
                    Distributions from Trust Account.
                    

                  


                  (a) Upon
                    written request from the Company, which may be given from time
                    to time in a form
                    substantially similar to that attached hereto as Exhibit C, the
                    Trustee shall
                    distribute to the Company the amount requested by the Company
                    to cover any
                    income or other tax obligation owed by the Company;

                  


                  (b) Upon
                    written request from the Company, which may be given from time
                    to time in a form
                    substantially similar to that attached hereto as Exhibit D, the
                    Trustee shall
                    distribute to the Company the amount requested by the Company
                    to cover expenses
                    related to investigating and selecting a target business and
                    other working
                    capital requirements; provided, however, that the aggregate amount
                    of all such
                    distributions shall not exceed $1,000,000 and the Company will
                    not be allowed to
                    withdraw interest income earned on the trust account unless there
                    is sufficient
                    funds available to pay the Company’s tax obligations on such interest income or
                    otherwise then due at that time; 

                  


                  (c) Upon
                    written request from the Company, which may be given from time
                    to time
                    commencing after the Company has filed a preliminary proxy statement
                    for its
                    initial business combination and ending on the date immediately
                    prior to the
                    vote held to approve such business combination, in a form substantially
                    similar
                    to that attached as Exhibit E, the Trustee shall distribute to
                    the Company the
                    amount requested by the Company so that it may purchase up to
                    918,750 shares of
                    common stock (or up to 1,056,562 shares of common stock if the
                    over-allotment
                    option in the IPO is exercised in full (in either case, such
                    amount being
                    referred to as the “Maximum Amount”)), at prices (including commissions) not to
                    exceed the amount arrived at by dividing the total amount held
                    in the Trust
                    Account on the day prior to the purchase by the number of shares
                    of common stock
                    sold in the IPO (such price being referred to as the “Maximum Price”);
                    and

                  


                  
                    
                      
                      

                    

                    
                      2

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  (d) The
                    limited distributions referred to in Sections 2(a) and 2(b) above
                    shall be made
                    only from income collected on the Property. Except as provided
                    in Section 2(a),
                    2(b) and 2(c) above, no other distributions from the Trust Account
                    shall be
                    permitted except in accordance with Section 1(i) hereof.

                  


                  (e) In
                    all
                    cases, the Company shall provide EBC with a copy of any Termination
                    Letters
                    and/or any other correspondence that it issues to the Trustee
                    with respect to
                    any proposed withdrawal from the Trust Account promptly after
                    such issuance.


                  


                  3. Agreements
                    and Covenants of the Company.
                    The
                    Company hereby agrees and covenants to:

                  


                  (a) Give
                    all
                    instructions to the Trustee hereunder in writing, signed by the
                    Company’s
                    Chairman of the Board or President or other authorized officer.
                    In addition,
                    except with respect to its duties under paragraphs 1(i), 2(a)
                    and 2(b) above,
                    the Trustee shall be entitled to rely on, and shall be protected
                    in relying on,
                    any verbal or telephonic advice or instruction which it in good
                    faith believes
                    to be given by any one of the persons authorized above to give
                    written
                    instructions, provided that the Company shall promptly confirm
                    such instructions
                    in writing;

                  


                  (b) Hold
                    the
                    Trustee harmless and indemnify the Trustee from and against,
                    any and all
                    expenses, including reasonable counsel fees and disbursements,
                    or loss suffered
                    by the Trustee in connection with any action, suit or other proceeding
                    brought
                    against the Trustee involving any claim, or in connection with
                    any claim or
                    demand which in any way arises out of or relates to this Agreement,
                    the services
                    of the Trustee hereunder, or the Property or any income earned
                    from investment
                    of the Property, except for expenses and losses resulting from
                    the Trustee's
                    gross negligence or willful misconduct. Promptly after the receipt
                    by the
                    Trustee of notice of demand or claim or the commencement of any
                    action, suit or
                    proceeding, pursuant to which the Trustee intends to seek indemnification
                    under
                    this paragraph, it shall notify the Company in writing of such
                    claim
                    (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
                    right to conduct and manage the defense against such Indemnified
                    Claim,
                    provided, that the Trustee shall obtain the consent of the Company
                    with respect
                    to the selection of counsel, which consent shall not be unreasonably
                    withheld.
                    The Trustee may not agree to settle any Indemnified Claim without
                    the prior
                    written consent of the Company, which consent shall not be unreasonably
                    withheld. The Company may participate in such action with its
                    own counsel;


                  


                  (c) Pay
                    the
                    Trustee an initial acceptance fee, an annual fee and a transaction
                    processing
                    fee for each disbursement made pursuant to Section 2 as set forth
                    on Schedule A
                    hereto, which fees shall be subject to modification by the parties
                    from time to
                    time. It is expressly understood that the Property shall not
                    be used to pay such
                    fees unless and until it is distributed to the Company pursuant
                    to Section 2.
                    The Company shall pay the Trustee the initial acceptance fee
                    and first year’s
                    fee at the consummation of the IPO and thereafter on the anniversary
                    of the
                    Effective Date. The Trustee shall refund to the Company the annual
                    fee (on a pro
                    rata basis) with respect to any period after the liquidation
                    of the Trust Fund.
                    The Company shall not be responsible for any other fees or charges
                    of the
                    Trustee except as set forth in this Section 3(c) and as may be
                    provided in
                    Section 3(b) hereof (it being expressly understood that the Property
                    shall not
                    be used to make any payments to the Trustee under such Sections);

                  


                  (d) In
                    connection with any vote of the Company’s stockholders regarding a Business
                    Combination, provide to the Trustee an affidavit or certificate
                    of a firm
                    regularly engaged in the business of soliciting proxies and/or
                    tabulating
                    stockholder votes (which firm may be the Trustee) verifying the
                    vote of the
                    Company’s stockholders regarding such Business Combination.

                  


                  
                    
                      
                      

                    

                    
                      3

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  4. Limitations
                    of Liability.
                    The
                    Trustee shall have no responsibility or liability to:

                  


                  (a) Take
                    any
                    action with respect to the Property, other than as directed in
                    paragraphs 1 and
                    2 hereof and the Trustee shall have no liability to any party
                    except for
                    liability arising out of its own gross negligence or willful
                    misconduct;

                  


                  (b) Institute
                    any proceeding for the collection of any principal and income
                    arising from, or
                    institute, appear in or defend any proceeding of any kind with
                    respect to, any
                    of the Property unless and until it shall have received instructions
                    from the
                    Company given as provided here-in to do so and the Company shall
                    have advanced
                    or guaranteed to it funds sufficient to pay any expenses incident
                    thereto;

                  


                  (c) Change
                    the investment of any Property, other than in compliance with
                    paragraph 1(c);

                  


                  (d) Refund
                    any depreciation in principal of any Property;

                  


                  (e) Assume
                    that the authority of any person designated by the Company to
                    give instructions
                    hereunder shall not be continuing unless provided otherwise in
                    such designation,
                    or unless the Company shall have delivered a written revocation
                    of such
                    authority to the Trustee;

                  


                  (f) The
                    other
                    parties hereto or to anyone else for any action taken or omitted
                    by it, or any
                    action suffered by it to be taken or omitted, in good faith and
                    in the exercise
                    of its own best judgment, except for its gross negligence or
                    willful misconduct.
                    The Trustee may rely conclusively and shall be protected in acting
                    upon any
                    order, notice, demand, certificate, opinion or advice of counsel
                    (including
                    counsel chosen by the Trustee), statement, instrument, report
                    or other paper or
                    document (not only as to its due execution and the validity and
                    effectiveness of
                    its provisions, but also as to the truth and acceptability of
                    any information
                    therein contained) which is believed by the Trustee, in good
                    faith, to be
                    genuine and to be signed or presented by the proper person or
                    persons. The
                    Trustee shall not be bound by any notice or demand, or any waiver,
                    modification,
                    termination or rescission of this Agreement or any of the terms
                    hereof, unless
                    evidenced by a written instrument delivered to the Trustee signed
                    by the proper
                    party or parties and, if the duties or rights of the Trustee
                    are affected,
                    unless it shall give its prior written consent thereto;

                  


                  (g) Verify
                    the correctness of the information set forth in the Registration
                    Statement or to
                    confirm or assure that any acquisition made by the Company or
                    any other action
                    taken by it is as contemplated by the Registration Statement;
                    and

                  


                  (h) Prepare,
                    execute and file tax reports, income or other tax returns and
                    pay any taxes with
                    respect to income and other activities relating to the Trust
                    Account, regardless
                    of whether such tax is payable by the Trust Account or the Company
                    (including
                    but not limited to income tax obligations), it being expressly
                    understood that
                    as set forth in Section 1(i), if there is any income or other
                    tax obligation
                    relating to the Trust Account or the Property in the Trust Account,
                    as
                    determined from time to time by the Company and regardless of
                    whether such tax
                    is payable by the Company or the Trust, at the written instruction
                    of the
                    Company, the Trustee shall make funds available in cash from
                    the Property in the
                    Trust Account an amount specified by the Company as owing to
                    the applicable
                    taxing authority, which amount shall be paid directly to the
                    Company by
                    electronic funds transfer, account debit or other method of payment,
                    and the
                    Company shall forward such payment to the taxing authority.

                  


                  
                    
                      
                      

                    

                    
                      4

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  5. Termination.
                    This
                    Agreement shall terminate as follows:

                  


                  (a) If
                    the
                    Trustee gives written notice to the Company that it desires to
                    resign under this
                    Agreement, the Company shall use its reasonable efforts to locate
                    a successor
                    trustee. At such time that the Company notifies the Trustee that
                    a successor
                    trustee has been appointed by the Company and has agreed to become
                    subject to
                    the terms of this Agreement, the Trustee shall transfer the management
                    of the
                    Trust Account to the successor trustee, including but not limited
                    to the
                    transfer of copies of the reports and statements relating to
                    the Trust Account,
                    whereupon this Agreement shall terminate; provided, however,
                    that, in the event
                    that the Company does not locate a successor trustee within ninety
                    days of
                    receipt of the resignation notice from the Trustee, the Trustee
                    may submit an
                    application to have the Property deposited with any court in
                    the State of New
                    York or with the United States District Court for the Southern
                    District of New
                    York and upon such deposit, the Trustee shall be immune from
                    any liability
                    whatsoever; or 

                  


                  (b) At
                    such
                    time that the Trustee has completed the liquidation of the Trust
                    Account in
                    accordance with the provisions of paragraph 1(i) hereof, and
                    distributed the
                    Property in accordance with the provisions of the Termination
                    Letter, this
                    Agreement shall terminate except with respect to Paragraph 3(b).

                  


                  6. Miscellaneous.

                  


                  (a) The
                    Company and the Trustee each acknowledge that the Trustee will
                    follow the
                    procedures set forth below with respect to funds transferred
                    from the Trust
                    Account. Upon receipt of written instructions, the Trustee will
                    confirm such
                    instructions with an Authorized Individual at an Authorized Telephone
                    Number
                    listed on the attached Exhibit F. In executing funds transfers,
                    the Trustee will
                    rely upon account numbers or other identifying numbers of a beneficiary,
                    beneficiary’s bank or intermediary bank, rather than names. The Trustee shall
                    not be liable for any loss, liability or expense resulting from
                    any error in an
                    account number or other identifying number, provided it has accurately
                    transmitted the numbers provided.

                  


                  (b) This
                    Agreement shall be governed by and construed and enforced in
                    accordance 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. It may be executed in several original
                    or facsimile
                    counterparts, each one of which shall constitute an original,
                    and together shall
                    constitute but one instrument.

                  


                  (c) This
                    Agreement contains the entire agreement and understanding of
                    the parties hereto
                    with respect to the subject matter hereof. Except for Section
                    1(i) (which may
                    not be amended under any circumstances), this Agreement or any
                    provision here-of
                    may only be changed, amended or modified by a writing signed
                    by each of the
                    parties hereto; provided, however, that no such change, amendment
                    or
                    modification may be made without the prior written consent of
                    EBC. As to any
                    claim, cross-claim or counterclaim in any way relating to this
                    Agreement, each
                    party waives the right to trial by jury.

                  


                  (d) The
                    parties hereto consent to the jurisdiction and venue of any state
                    or federal
                    court located in the City of New York, Borough of Manhattan,
                    for purposes of
                    resolving any disputes hereunder.

                  


                  (e) Any
                    notice, consent or request to be given in connection with any
                    of the terms or
                    provisions of this Agreement shall be in writing and shall be
                    sent by express
                    mail or similar private courier service, by certified mail (return
                    receipt
                    requested), by hand delivery or by facsimile transmission:

                  


                  
                    
                      
                      

                    

                    
                      5

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  if
                    to the
                    Trustee, to:

                  


                  American
                    Stock Transfer 

                  &
                    Trust Company

                  59
                    Maiden
                    Lane

                  New
                    York,
                    New York 10038

                  Attn:
                    

                  Facsimile:
                    (___) ___-____

                  


                  if
                    to the
                    Company, to:

                    

                  Symphony
                    Acquisition Corp.

                  825
                    Third
                    Avenue, 40th Floor

                  New
                    York,
                    New York 10022

                  Attn: Eric
                    S.
                    Rosenfeld

                  Facsimile.:
                    (___)
                    ___-____

                  


                  in
                    either
                    case with a copy to:

                  


                  Graubard
                    Miller

                  The
                    Chrysler Building

                  405
                    Lexington Avenue

                  New
                    York,
                    New York 10174

                  Attn:
                     David
                    Alan Miller, Esq.

                  Facsimile.:
                    (212)
                    818-8881

                  


                  and:

                  


                  EarlyBirdCapital,
                    Inc. 

                  275
                    Madison Avenue

                  New
                    York,
                    New York 10016

                  Attn:
                     Steven
                    Levine

                  Facsimile.:
                    (___)
                    ___-____

                  


                  and:

                  


                  Greenberg
                    Traurig, LLP

                  Met
                    Life
                    Building

                  200
                    Park
                    Avenue

                  New
                    York,
                    New York 10166

                  Attn: Robert
                    H.
                    Cohen, Esq.

                  Facsimile.:
                    (212)
                    801-6400

                   

                  (f) This
                    Agreement may not be assigned by the Trustee without the prior
                    consent of the
                    Company and EBC.

                  


                  (g) Each
                    of
                    the Trustee and the Company hereby represents that it has the
                    full right and
                    power and has been duly authorized to enter into this Agreement
                    and to perform
                    its respective obligations as contemplated hereunder. The Trustee
                    acknowledges
                    and agrees that it shall not make any claims or proceed against
                    the Trust
                    Account, including by way of set-off, and shall not be entitled
                    to any funds in
                    the Trust Account under any circumstance.

                  


                  
                    
                      
                      

                    

                    
                      6

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  (h) Each
                    of
                    the Company and the Trustee hereby acknowledge that EBC is a
                    third party
                    beneficiary of this Agreement.

                   

                  (i) 
                    The
                    Trustee hereby consents to the inclusion of American Stock Transfer
& Trust
                    Company in the Registration Statement and other materials related
                    to the
                    IPO.

                   

                  
                    
                      
                      

                    

                    
                      7

                      
                        

                      

                    

                    
                      
                      

                    

                  


                  IN
                    WITNESS WHEREOF, the parties have duly executed this Investment
                    Management Trust
                    Agreement as of the date first written above.

                   

                  
                    	 	 	 
	 	
                            AMERICAN
                              STOCK TRANSFER

                              &
                                TRUST COMPANY, as Trustee

                            

                          
	 
 	 
 	 
 
	 	By:  	 
	 	
                            

                            Name:
                              

                              Title:

                            

                          


                  

                   

                  
                    
                      	 	 	 
	 	
                              
                                SYMPHONY
                                  ACQUISITION CORP.

                              

                            
	 
 	 
 	 
 
	 	By:  	 
	 	
                              

                              Name:
                                

                                Title:

                              

                            


                    

                     

                  

                  
                    
                      
                      

                    

                    
                      8

                      
                        

                      

                    

                    
                      
                      

                    

                  


                  SCHEDULE
                    A

                  


                  
                    	
                            Fee
                              Item

                          	
                             

                          	
                            Time
                              and method of payment 

                          	
                             

                          	
                            Amount

                          
	
                            Initial
                              acceptance fee

                          	
                             

                          	
                            Initial
                              closing of IPO by wire transfer 

                          	
                             

                          	
                            $1,000

                          
	
                            Annual
                              fee

                          	
                             

                          	
                            First
                              year, initial closing of IPO by wire transfer; thereafter
                              on the
                              anniversary of the effective date of the IPO by wire
                              transfer or
                              check

                          	
                             

                          	
                            $3,000

                          
	
                            Transaction
                              processing fee for disbursements to Company under Section
                              2

                          	
                             

                          	
                            Deduction
                              by Trustee from accumulated income following disbursement
                              made to Company
                              under Section 2

                          	
                             

                          	
                            $250

                          


                  

                   


                  
                    
                      
                      

                    

                    
                      9

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  EXHIBIT
                    A

                  


                  [Letterhead
                    of Company]

                  


                  [Insert
                    date]

                  


                  American
                    Stock Transfer 

                  &
                    Trust Company

                  59
                    Maiden
                    Lane

                  New
                    York,
                    New York 10038

                  


                  
                    	 	
                            Re:

                          	
                            Trust
                              Account No.          
                              Termination Letter

                          	 


                  

                  


                  Gentlemen:

                  


                  Pursuant
                    to paragraph 1(i) of the Investment Management Trust Agreement
                    between Symphony
                    Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company
                    (“Trustee”), dated as of _________, 2008 (“Trust Agreement”), this is to advise
                    you that the Company has entered into an agreement (“Business Agreement”) with
                    __________________ (“Target Business”) to consummate a business combination with
                    Target Business (“Business Combination”) on or about [insert
                    date].
                    The
                    Company shall notify you at least 48 hours in advance of the
                    actual date of the
                    consummation of the Business Combination (“Consummation Date”).

                  


                  In
                    accordance with the terms of the Trust Agreement, we hereby authorize
                    you to
                    commence liquidation of the Trust Account to the effect that,
                    on the
                    Consummation Date, all of funds held in the Trust Account will
                    be immediately
                    available for transfer to the account or accounts that the Company
                    shall direct
                    on the Consummation Date.

                  


                  On
                    the
                    Consummation Date (i) counsel for the Company shall deliver to
                    you written
                    notification that the Business Combination has been consummated
                    (“Counsel’s
                    Letter”) and (ii) the Company shall deliver to you (a) [an affidavit]
                    [a
                    certificate] of __________________, which verifies the vote of
                    the Company’s
                    stockholders in connection with the Business Combination and
                    (b) written
                    instructions with respect to the transfer of the funds held in
                    the Trust Account
                    (“Instruction Letter”). You are hereby directed and authorized to transfer the
                    funds held in the Trust Account immediately upon your receipt
                    of the Counsel's
                    Letter and the Instruction Letter, in accordance with the terms
                    of the
                    Instruction Letter. In the event that certain deposits held in
                    the Trust Account
                    may not be liquidated by the Consummation Date without penalty,
                    you will notify
                    the Company of the same and the Company shall direct you as to
                    whether such
                    funds should remain in the Trust Account and distributed after
                    the Consummation
                    Date to the Company. Upon the distribution of all the funds in the Trust Account
                    pursuant to the terms hereof, the Trust Agreement shall be terminated
                    and the
                    Trust Account closed.

                  


                  
                    
                      
                      

                    

                    
                      10

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  In
                    the
                    event that the Business Combination is not consummated on the
                    Consummation Date
                    described in the notice thereof and we have not notified you
                    on or before the
                    original Consummation Date of a new Consummation Date, then the
                    funds held in
                    the Trust Account shall be reinvested as provided in the Trust
                    Agreement on the
                    business day immediately following the Consummation Date as set
                    forth in the
                    notice.

                  
                     

                    
                      
                        	 	 	 
	 	
                                Very
                                  truly yours,

                              
	 	 
	 	
                                
                                  SYMPHONY
                                    ACQUISITION CORP.

                                

                              
	 
 	 
 	 
 
	 	By:  	 
	 	
                                

                                Name:
                                  

                                  Title:

                                

                              


                      

                      
                         

                        
                          
                            	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                                    

                                    Name:
                                      

                                      Title:

                                    

                                  


                          

                           

                        

                      

                    

                  

                  
                    	
                            cc:

                          	
                            EarlyBirdCapital,
                              Inc. 

                          


                  

                   

                  
                    
                      
                      

                    

                    
                      11

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  EXHIBIT
                    B

                  


                  [Letterhead
                    of Company]

                  


                  [Insert
                    date]

                   

                  American
                    Stock Transfer 

                  &
                    Trust Company

                  59
                    Maiden
                    Lane

                  New
                    York,
                    New York 10038

                  


                  


                  
                    	 	
                            Re:

                          	
                            Trust
                              Account No.          
                              Termination Letter

                          	 


                  

                  


                  Gentlemen:

                  


                  Pursuant
                    to paragraph 1(i) of the Investment Management Trust Agreement
                    between Symphony
                    Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company
                    (“Trustee”), dated as of ___________, 2008 (“Trust Agreement”), this is to
                    advise you that the Company has been unable to effect a Business
                    Combination
                    with a Target Company within the time frame specified in the
                    Company’s
                    Certificate of Incorporation, as described in the Company’s prospectus relating
                    to its IPO.

                  


                  In
                    accordance with the terms of the Trust Agreement, we hereby authorize
                    you, to
                    commence liquidation of the Trust Account as promptly as practicable,
                    but no
                    later than ten business days from the date hereof, to stockholders
                    of record on
                    the Last Date (as defined in the Trust Agreement). You will notify
                    the Company
                    in writing as to when all of the funds in the Trust Account will
                    be available
                    for immediate transfer (“Transfer Date”) in accordance with the terms of the
                    Trust Agreement and the Certificate of Incorporation of the Company.
                    You shall
                    commence distribution of such funds in accordance with the terms
                    of the Trust
                    Agreement and the Certificate of Incorporation of the Company
                    and you shall
                    oversee the distribution of the funds. Upon the distribution
                    of all the funds in
                    the Trust Account, your obligations under the Trust Agreement
                    shall be
                    terminated.

                  
                     

                    
                      
                        	 	 	 
	 	
                                Very
                                  truly yours,

                              
	 	 
	 	
                                
                                  SYMPHONY
                                    ACQUISITION CORP.

                                

                              
	 
 	 
 	 
 
	 	By:  	 
	 	
                                

                                Name:
                                  

                                  Title:

                                

                              


                      

                      
                         

                        
                          
                            	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                                    

                                    Name:
                                      

                                      Title:

                                    

                                  


                          

                           

                        

                      

                    

                  

                  
                    	
                            cc:

                          	
                            EarlyBirdCapital,
                              Inc. 

                          



                    
                      
                        
                        

                      

                      
                        12

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                  EXHIBIT
                    C

                  


                  [Letterhead
                    of Company]

                  


                  [Insert
                    date]

                   

                  American
                    Stock Transfer 

                  &
                    Trust Company

                  59
                    Maiden
                    Lane

                  New
                    York,
                    New York 10038

                  


                  


                  
                    	 	
                            Re:

                          	
                            Trust
                              Account No.

                          	 


                  

                  


                  Gentlemen:

                  


                  Pursuant
                    to paragraph 2(a) of the Investment Management Trust Agreement
                    between Symphony
                    Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company
                    (“Trustee”), dated as of ___________, 2008 (“Trust Agreement”), the Company
                    hereby requests that you deliver to the Company $_______ of the
                    income earned on
                    the Property as of the date hereof. The Company needs such funds
                    to pay for the
                    tax obligations as set forth on the attached tax return or tax
                    statement. In
                    accordance with the terms of the Trust Agreement, you are hereby
                    directed and
                    authorized to transfer (via wire transfer) such funds promptly
                    upon your receipt
                    of this letter to the Company’s operating account at:

                  


                  [WIRE
                    INSTRUCTION INFORMATION]

                  
                    
                       

                      
                        
                          	 	 	 
	 	
                                  Very
                                    truly yours,

                                
	 	 
	 	
                                  
                                    SYMPHONY
                                      ACQUISITION CORP.

                                  

                                
	 
 	 
 	 
 
	 	By:  	 
	 	
                                  

                                  Name:
                                    

                                    Title:

                                  

                                


                        

                        
                           

                          
                            
                              	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                                      

                                      Name:
                                        

                                        Title:

                                      

                                    


                            

                             

                          

                        

                      

                    

                    
                      	
                              cc:

                            	
                              EarlyBirdCapital,
                                Inc. 

                            


                    

                     

                  

                  
                    
                      
                      

                    

                    
                      13

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  EXHIBIT
                    D

                  


                  


                  [Letterhead
                    of Company]

                  


                  [Insert
                    date]

                   

                  American
                    Stock Transfer 

                  &
                    Trust Company

                  59
                    Maiden
                    Lane

                  New
                    York,
                    New York 10038

                  


                  


                  
                    	 	
                            Re:

                          	
                            Trust
                              Account No. 

                          	 


                  

                  


                  Gentlemen:

                  


                  Pursuant
                    to paragraph 2(b) of the Investment Management Trust Agreement
                    between Symphony
                    Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company
                    (“Trustee”), dated as of __________, 2008 (“Trust Agreement”), the Company
                    hereby requests that you deliver to the Company $_______ of the
                    income earned on
                    the Property as of the date hereof, which does not exceed, in
                    the aggregate with
                    all such prior disbursements pursuant to paragraph 2(b), if any,
                    the maximum
                    amount set forth in paragraph 2(b). The Company needs such funds
                    to cover its
                    expenses relating to investigating and selecting a target business
                    and other
                    working capital requirements. In accordance with the terms of
                    the Trust
                    Agreement, you are hereby directed and authorized to transfer
                    (via wire
                    transfer) such funds promptly upon your receipt of this letter
                    to the Company’s
                    operating account at:

                  


                  [WIRE
                    INSTRUCTION INFORMATION]

                  
                    
                       

                      
                        
                          	 	 	 
	 	
                                  Very
                                    truly yours,

                                
	 	 
	 	
                                  
                                    SYMPHONY
                                      ACQUISITION CORP.

                                  

                                
	 
 	 
 	 
 
	 	By:  	 
	 	
                                  

                                  Name:
                                    

                                    Title:

                                  

                                


                        

                        
                           

                          
                            
                              	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                                      

                                      Name:
                                        

                                        Title:

                                      

                                    


                            

                             

                          

                        

                      

                    

                    
                      	
                              cc:

                            	
                              EarlyBirdCapital,
                                Inc. 

                            


                    

                    

                      
                        
                          
                          

                        

                        
                          14

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                  

                  EXHIBIT
                    E

                  


                  


                  [Letterhead
                    of Company]

                  


                  [Insert
                    date]

                   

                  American
                    Stock Transfer 

                  &
                    Trust Company

                  59
                    Maiden
                    Lane

                  New
                    York,
                    New York 10038

                  


                  


                  
                    	 	
                            Re:

                          	
                            Trust
                              Account No. 

                          	 


                  

                  


                  Gentlemen:

                  


                  Pursuant
                    to paragraph 2(c) of the Investment Management Trust Agreement
                    between Symphony
                    Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company
                    (“Trustee”), dated as of __________, 2008 (“Trust Agreement”), the Company
                    hereby requests that you deliver to the Company $_______ from
                    the Property in
                    order to purchase _____ shares (“Shares”) of the Company’s common stock at a
                    price of $___ per share (“Purchase Price”). The Purchase Price is below the
                    Maximum Price (as defined in the Trust Agreement). Additionally,
                    the Shares,
                    together with any shares of common stock previously purchased
                    by the Company
                    pursuant to paragraph 2(c) of the Trust Agreement, do not exceed
                    the Maximum
                    Amount (as defined in the Trust Agreement). In accordance with
                    the terms of the
                    Trust Agreement, you are hereby directed and authorized to transfer
                    (via wire
                    transfer) such funds promptly upon your receipt of this letter
                    to the Company’s
                    operating account at:

                  


                  [WIRE
                    INSTRUCTION INFORMATION]

                  
                    
                       

                      
                        
                          	 	 	 
	 	
                                  Very
                                    truly yours,

                                
	 	 
	 	
                                  
                                    SYMPHONY
                                      ACQUISITION CORP.

                                  

                                
	 
 	 
 	 
 
	 	By:  	 
	 	
                                  

                                  Name:
                                    

                                    Title:

                                  

                                


                        

                        
                           

                          
                            
                              	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                                      

                                      Name:
                                        

                                        Title:

                                      

                                    


                            

                             

                          

                        

                      

                    

                    
                      	
                              cc:

                            	
                              EarlyBirdCapital,
                                Inc. 

                            


                    

                    

                      
                        
                          
                          

                        

                        
                          15

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                  

                   EXHIBIT
                    F

                  


                  
                    	
                            AUTHORIZED
                              INDIVIDUAL(S)

                            FOR
                              TELEPHONE CALL BACK

                          	
                             

                          	
                            AUTHORIZED

                            TELEPHONE
                              NUMBER(S)

                          
	
                             

                          	
                             

                          	
                             

                          
	
                            Company:

                          	
                             

                          	
                             

                          
	
                             

                          	
                             

                          	
                             

                          
	
                            Symphony
                              Acquisition Corp.

                            825
                              Third Avenue, 40th Floor

                            New
                              York, New York 10022

                            Attn: Eric
                              S. Rosenfeld

                          	
                             

                          	
                            (212)
                              319-7676

                          
	
                             

                          	
                             

                          	
                             

                          
	
                            Trustee:

                          	
                             

                          	
                             

                          
	
                             

                          	
                             

                          	
                             

                          
	
                            American
                              Stock Transfer 

                            &
                              Trust Company

                            59
                              Maiden Lane

                            New
                              York, New York 10038

                            Attn:
                              

                          	
                             

                          	 


                  

                   

                  


                  
                    
                      
                      

                    

                    
                      16