REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2006 • Rhapsody Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among Rhapsody Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • June 2nd, 2006 • Rhapsody Acquisition Corp. • New York
Agreement made as of , 2006 between Rhapsody Acquisition Corp., a Delaware corporation, with offices at 10 East 53rd Street, 35th Floor, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
UNDERWRITING AGREEMENT between RHAPSODY ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: , 2006Underwriting Agreement • June 2nd, 2006 • Rhapsody Acquisition Corp. • New York
The undersigned, Rhapsody Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 2nd, 2006 • Rhapsody Acquisition Corp. • New York
This Agreement is made as of , 2006 by and between Rhapsody Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • June 2nd, 2006 • Rhapsody Acquisition Corp. • New York
Subscription Agreement As of May 30, 2006Subscription Agreement • June 2nd, 2006 • Rhapsody Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase Warrants (“Insider Warrants”) at $1.10 per Insider Warrant, of Rhapsody 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 EarlyBirdCapital, Inc. (“EBC”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
RHAPSODY ACQUISITION CORP.Rhapsody Acquisition Corp. • June 2nd, 2006
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 2nd, 2006 • Rhapsody Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of , 2006 (“Agreement”), by and among RHAPSODY ACQUISITION CORP., a Delaware corporation (“Company”), ERIC S. ROSENFLED, ROSENFELD 1991 CHILDREN’S TRUST, ARNAUD AJDLER, LEONARD B. SCHLEMM, JON BAUER, COLIN D. WATSON, JOEL GREENBLATT, DAVID SGRO and GREG MONAHAN (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
