SELECTED DEALERS AGREEMENTBroker Dealer Agreement |
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RHAPSODY ACQUISITION CORP. | EARLYBIRDCAPITAL, INC.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 1.2
EARLYBIRDCAPITAL, INC.
275 MADISON AVENUE
SUITE 1203
NEW YORK, NEW YORK 10016
SELECTED DEALERS AGREEMENT
Dear Sirs:
1. Registration under the Securities Act of 1933, as amended (“Act”), of the 4,500,000 Units* of Rhapsody Acquisition Corp. (“Company”), as more fully described in the Preliminary Prospectus, dated , 2006, and in the final prospectus (“Prospectus”) which will be forwarded to you, will become effective in the near future. We, as the Underwriters, are offering certain of the Units for purchase by a selected group of dealers (“Selected Dealers”) on the terms and conditions stated herein.
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Authorized Public Offering Price: |
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$8.00 per Unit. |
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Dealers’ Selling Concession: |
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Not to exceed $0. per Unit payable upon termination of this Agreement, except as provided below. We reserve the right not to pay such concession on any of the Units purchased by any of the Selected Dealers from us and repurchased by us at or below the price stated above prior to such termination. |
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Reallowance: |
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You may reallow not in excess of $0. per Unit as a selling concession to dealers who are members in good standing of the National Association of Securities Dealers, Inc. (“NASD”) or to foreign dealers who are not eligible for membership in the NASD and who have agreed (i) not to sell the Units within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein, and (ii) to abide by the applicable Conduct Rules of the NASD. |
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Plus the over-allotment option available to the Underwriters to purchase up to an additional 675,000 Units. |
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Delivery and Payment: |
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Delivery of the Units shall be made on or about , 2006 or such later date as we may advise on not less than one day’s notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New York 10016 or at such other place as we shall specify on not less than one day’s notice to you. Payment for the Units is to be made, against delivery, at the authorized public offering price stated above, or, if we shall so advise you, at the authorized public offering price less the dealers’ selling concession stated above, by wire transfer in Federal (same day) funds or by certified or official bank check in New York Clearing House Funds payable to the order of EarlyBirdCapital, Inc. |
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Termination: |
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This Agreement shall terminate at the close of business on the 45th day following the effective date of the Registration Statement (of which the enclosed Prospectus forms a part), unless extended at our discretion for a period or periods not to exceed in the aggregate 30 additional days. We may terminate this Agreement, whether or not extended, at any time without notice. |
2. Any of the Units purchased by you hereunder are to be
