Form of Subscription Agreement



 Exhibit 10.14 
 Subscription Agreement 
 As of May 30, 2006 
 To the Board of Directors of 
 Rhapsody Acquisition Corp.: 
 Gentlemen: 
 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. 
 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 to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, Graubard Miller 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 Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the
Purchase Price being delivered to Graubard Miller, Graubard Miller 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 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 until after the Corporation consummates a merger, capital stock
exchange, asset acquisition or other similar business combination with an operating business (“Business Combination”) 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, in the event the Company calls its public Warrants for redemption
pursuant to that certain Warrant Agreement to be entered into by the Company and Continental Stock Transfer & Trust Company in connection with the Company’s IPO, the Company shall allow the undersigned to exercise any Insider Warrants
by surrendering such Insider Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Insider Warrants, multiplied by the difference
between the Warrant exercise price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the 10 trading days
ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrants. 







 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,

	
	  



  

			
	Agreed to:
	
	Rhapsody Acquisition Corp.
		
	By:	 	 /s/ Eric S. Rosenfeld

	Name:	 	Eric S. Rosenfeld
	Title:	 	Chief Executive Officer
	
	Graubard Miller
		
	By:	 	 /s/ David Alan Miller

	Name:	 	David Alan Miller
	Title:	 	Managing Partner
	
	EarlyBirdCapital, Inc.
		
	By:	 	 /s/ Steven Levine

	Name:	 	Steven Levine
	Title:	 	Managing Director