Form of Stock Escrow Agreement



 Exhibit 10.10 
 STOCK ESCROW AGREEMENT 
 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”). 
 WHEREAS, the Company has entered into an Underwriting Agreement, dated
            , 2006 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (“EBC”) acting as representative of the several underwriters (collectively, the
“Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 4,500,000 units (“Units”) of the Company. Each Unit consists of one share of the Company’s common stock, par value $.0001 per
share (“Common Stock”), and one Warrant, each Warrant to purchase one share of Common Stock, all as more fully described in the Company’s final Prospectus, dated
            , 2006 (“Prospectus”) comprising part of the Company’s Registration Statement on Form S-1
(File No. 333-            ) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on
            , 2006 (“Effective Date”). 
 WHEREAS, the Initial
Stockholders have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as
hereinafter provided. 
 WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow,
to be held and disbursed as hereinafter provided. 
 IT IS AGREED: 
 1. Appointment of Escrow Agent. The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to
the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms. 
 2. Deposit of Escrow Shares. On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms
and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement. 
 3. Disbursement of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares until the first anniversary of the Company’s consummation
of a business combination (“Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Shares (and any applicable stock power) to such Initial
Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the
certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business 







 Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently
consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow
Agent will, upon receipt of a certificate, executed by the Chief Executive Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Initial
Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.

 4. Rights of Initial Stockholders in Escrow Shares. 
 4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as
stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares. 
 4.2 Dividends and
Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash
property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon,
if any. 
 4.3 Restrictions on Transfer. During the Escrow Period, no sale, transfer or other disposition may be made of any or all of
the Escrow Shares except (i) by gift to a member of Initial Stockholder’s immediate family or to a trust, the beneficiary of which is an Initial Stockholder or a member of an Initial Stockholder’s immediate family, (ii) by virtue
of the laws of descent and distribution upon death of any Initial Stockholder, or (iii) pursuant to a qualified domestic relations order; provided, however, that such permissive transfers may be implemented only upon the
respective transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Initial Stockholder transferring the Escrow Shares. During the Escrow Period, the Initial Stockholders
shall not pledge or grant a security interest in the Escrow Shares or grant a security interest in their rights under this Agreement. 
 4.4
Insider Letters. Each of the Initial Stockholders has executed a letter agreement with EBC and the Company, dated as indicated on Exhibit A hereto, and which is filed as an exhibit to the Registration Statement (“Insider
Letter”), respecting the rights and obligations of such Initial Stockholder in certain events, including but not limited to the liquidation of the Company. 
 5. Concerning the Escrow Agent. 
 5.1 Good Faith Reliance. The Escrow Agent shall not be liable
for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and 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 Escrow Agent), 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 Escrow Agent to be genuine and to be signed or presented by the proper person or 







 persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or
rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent
thereto. 
 5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses,
including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an
action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of
a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in
the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below. 
 5.3 Compensation. The Escrow Agent shall
be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties
hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges. 
 5.4 Further Assurances. From time to time on and after the date hereof, the Company and the Initial Stockholders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments
and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in
acting hereunder. 
 5.5 Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent
hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow
agent appointed by the Company, the Escrow Shares held hereunder. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it
reasonably deems appropriate. 
 5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as
escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in
Section 5.5. 
 5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from
liability hereunder for its own gross negligence or its own willful misconduct. 







 6. Miscellaneous. 
 6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed 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. 
 6.2 Third Party Beneficiaries.
Each of the Initial Stockholders hereby acknowledges that the Underwriters are third party beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of EBC. 
 6.3 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged. 
 6.4
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof. 
 6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns. 
 6.6 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or
be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:

 If to the Company, to: 
 Rhapsody Acquisition Corp. 
 10 East 53rd Street, 35th Floor 
 New York, New York 10022 
 Attn: Chairman

 If to a Stockholder, to his address set forth in Exhibit A. 
 and if to the Escrow Agent, to: 
 Continental Stock Transfer & Trust Company 
 17 Battery Place 
 New York, New York 10004

 Attn: Chairman 
 A copy of
any notice sent hereunder shall be sent to: 
 Graubard Miller 
 The Chrysler Building 
 405 Lexington Avenue 
 New York, New York 10174 
 Attn: David Alan
Miller, Esq. 







 and: 
 EarlyBirdCapital, Inc. 
 275 Madison Avenue, Suite 1203 
 New York, New York 10016 
 Attn: David M.
Nussbaum, Chairman 
 and: 
 Blank Rome LLP 
 The Chrysler Building 
 405 Lexington Avenue 
 New York, New York 10174 
 Attn: Robert J. Mittman, Esq. 
 The parties
may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice. 
 6.7 Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in
the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus. 







 WITNESS the execution of this Agreement as of the date first above written. 
  

			
	RHAPSODY ACQUISITION CORP.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INITIAL STOCKHOLDERS:
	  
  

	Eric S. Rosenfeld
	
	ROSEFNELD 1991 CHILDREN’S TRUST
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	  
	Arnaud Ajdler
	
	  
	Leonard B. Schlemm
	
	  
	Jon Bauer
	
	  
	Colin D. Watson
	
	  
	Joel Greenblatt
	
	  
	David Sgro
	
	  
	Greg Monahan
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	









 EXHIBIT A 
  

							
	 Name and Address of Initial Stockholder
	  	 Number
 of Shares
	  	 Stock
 Certificate Number
	  	 Date of
 Insider Letter

	 Eric S. Rosenfeld
 Rhapsody Acquisition Corp.
 10 East 53rd Street, 35th Floor
 New York, New York
10022
	  	765,000	  	1	  	May 30, 2006
				
	 Rosenfeld 1991 Children’s Trust
 c/o Eric S. Rosenfeld
 Rhapsody Acquisition Corp.
 10 East 53rd Street, 35th
Floor
 New York, New York 10022
	  	106,840	  	2	  	May 30, 2006
				
	 Arnaud Ajdler
 Rhapsody Acquisition Corp.
 10 East 53rd Street, 35th Floor
 New York, New York
10022
	  	50,632	  	3	  	May 30, 2006
				
	 Leonard B. Schlemm
 The Atwater Club
 3505 Avenue Atwater
 Montreal, Quebec H3W 1Y2
	  	40,632	  	4	  	May 30, 2006
				
	 Jon Bauer
 411 W. Putnam Ave., Ste 225
 Greenwich, Connecticut 06830
	  	40,632	  	5	  	May 30, 2006
				
	 Colin D. Watson
 72 Chestnut Park Rd.
 Toronto, Ontario, M4W1W8
	  	40,632	  	6	  	May 30, 2006
				
	 Joel Greenblatt
 Gotham Capital V LLC
 520 Madison Avenue, 32nd Floor
 New York, New York 10022
	  	40,632	  	7	  	May 30, 2006
				
	 David Sgro
 Rhapsody Acquisition Corp.
 10 East 53rd Street, 35th Floor
 New York, New York
10022
	  	20,000	  	8	  	May 30, 2006
				
	 Greg Monahan
 c/o Rhapsody Acquisition Corp.
 10 East 53rd Street, 35th Floor
 New York, New York 10022
	  	20,000	  	9	  	May 30, 2006