Letter Agreement - Arnaud Ajdler



 Exhibit 10.2 
 May 30, 2006 
 Rhapsody Acquisition Corp. 
 10 East 53rd Street, 35th Floor 
 New York, New York 10022 
 EarlyBirdCapital, Inc. 
 275 Madison Avenue 
 Suite 1203 
 New York, New York 10016 
  

	 	Re:	Initial Public Offering 

 Gentlemen: 
 The undersigned stockholder, officer and director of Rhapsody Acquisition Corp. (“Company”), in consideration
of EarlyBirdCapital, Inc. (“EBC”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees
as follows (certain capitalized terms used herein are defined in paragraph 14 hereof): 
 1. If the Company solicits approval of its
stockholders of a Business Combination, the undersigned will vote all Insider Shares owned by him in accordance with the majority of the votes cast by the holders of the IPO Shares. 
 2. In the event that the Company fails to consummate a Business Combination within 24 months from the effective date (“Effective Date”) of the
registration statement relating to the IPO, the undersigned will (i) cause the Trust Fund (as defined in the Letter of Intent) to be liquidated and distributed to the holders of IPO Shares and (ii) take all reasonable actions within his
power to cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of the Company
as a result of such liquidation with respect to his Insider Shares (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Fund for any reason whatsoever. 







 Rhapsody Acquisition Corp. 
 EarlyBirdCapital, Inc. 
 May 30, 2006 
 3. In order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the
Company of a Business Combination, the liquidation of the Company or until such time as the undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have.

 4. The undersigned acknowledges and agrees that the Company will not consummate any Business Combination which involves a company which is
affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to EBC that the business combination is fair to the Company’s stockholders from a financial perspective.

 5. Neither the undersigned, any member of the family of the undersigned, nor any affiliate (“Affiliate”) of the undersigned will
be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided that the undersigned shall be entitled to reimbursement from the
Company for his out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. 
 6. Neither the
undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the
undersigned or any Affiliate of the undersigned originates a Business Combination. 
 7. The undersigned will escrow all of his Insider
Shares acquired prior to the IPO until the first anniversary of the Company’s consummation of a Business Combination subject to the terms of a Stock Escrow Agreement which the Company will enter into with the undersigned and an escrow agent
acceptable to the Company. 
 8. The undersigned agrees to be the Secretary and a Director of the Company until the earlier of the
consummation by the Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and EBC and attached hereto as Exhibit A is true and accurate in all respects, does not
omit any material information with respect to the 







 Rhapsody Acquisition Corp. 
 EarlyBirdCapital, Inc. 
 May 30, 2006 
 undersigned’s background and contains all of the information required to be disclosed pursuant to
Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s Questionnaire furnished to the Company and EBC and annexed as Exhibit B hereto is true and accurate in all respects. The undersigned
represents and warrants that: 
 (a) he is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; 
 (b) he has
never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not
currently a defendant in any such criminal proceeding; and 
 (c) he has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. 
 9. The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as Secretary and a Director of the Company. 
 10. The undersigned hereby waives his right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to be
owned by the undersigned, directly or indirectly, and agrees that he will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination. 
 11. The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Certificate of Incorporation to extend the
period of time in which the Company must consummate a Business Combination prior to its liquidation. Should such a proposal be put before stockholders other than through actions by the undersigned, the undersigned hereby agrees to vote against such
proposal. This paragraph may not be modified or amended under any circumstances. 
 12. The undersigned authorizes any employer, financial
institution, or consumer credit reporting agency to release to EBC and its legal representatives or agents (including any investigative search firm retained by EBC) any information they may have about the undersigned’s background and finances
(“Information”). Neither EBC nor its agents shall be violating the undersigned’s right of privacy in any manner in requesting and obtaining the Information and the undersigned hereby releases them from liability for any damage
whatsoever in that connection. 







 Rhapsody Acquisition Corp. 
 EarlyBirdCapital, Inc. 
 May 30, 2006 
 13. This letter 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. The undersigned hereby (i) agrees that any action, proceeding or
claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint
Graubard Miller as agent for the service of process in the State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will
promptly notify the Company and EBC and appoint a substitute agent acceptable to each of the Company and EBC within 30 days and nothing in this letter will affect the right of either party to serve process in any other manner permitted by law.

 14. As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital stock exchange, asset or
stock acquisition, reorganization or otherwise, of an operating business; (ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares” shall
mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO. 
  

	
	 Arnaud Ajdler

	Print Name of Insider
	
	 /s/ Arnaud Ajdler

	Signature









 Exhibit A 
 Arnaud Ajdler has been our secretary and a member of our board of directors since our inception. He has also served as the chief financial officer and secretary and a member of the board of directors of Arpeggio Acquisition
Corporation since its inception in April 2004. Since October 2005, Mr. Ajdler is also assistant to the chairman of the board and a board observer to Computer Horizon Corp., a NASDAQ listed company. Mr. Ajdler has been a Managing Director
of Crescendo Partners, L.P., a Delaware limited partnership, since December 2005, a Senior Vice President from December 2004 to December 2005 and an investment analyst from September 2003 to December 2004. From January 2000 to July 2001, he worked
as a management consultant at Mercer Management Consulting, an international strategy consulting firm, before completing his M.B.A. at Harvard Business School in June 2003. He also worked as an investment analyst at Tilson Capital, a New York-based
hedge fund, from July to September 2003, as an investment banker at Deutsche Bank, an international financial service provider, from June to August 2002, and as a management consultant at the Boston Consulting Group from June to August 1999.
Mr. Ajdler received a B.S. in engineering from the Free University of Brussels, Belgium, an S.M. in Aeronautics from the Massachusetts Institute of Technology and an M.B.A from the Harvard Business School.