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Exhibit 10.9
FORM OF LOCK-UP AGREEMENT
[Closing Date]
Rhapsody
Acquisition Corp.
825
Third Avenue, 40
th Floor
New
York, N.Y. 10022
Re:
Securities Issued in Merger with Primoris
Corporation
Ladies
and Gentlemen:
In
connection with the Agreement and Plan of Merger dated
February 19, 2008 by and among Rhapsody Acquisition Corp.
(“Parent”), Primoris Corporation
(“Target”) and certain stockholders of Target (the
“Merger Agreement”), to induce Parent to enter
into the Merger Agreement and consummate the Merger (as
defined in the Merger Agreement), the undersigned agrees to,
neither directly nor indirectly, during the “Restricted
Period” (as hereinafter defined):
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(1)
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sell
or offer or contract to sell or offer, grant any option or warrant
for the sale of, assign, transfer, pledge, hypothecate, or
otherwise encumber or dispose of (all being referred to as a
“Transfer”) any legal or beneficial interest in any
shares of stock, $.0001 par value, of Parent (“Parent Common
Stock”) issued to the undersigned in connection with the
Merger (the “Restricted Securities”), or
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(2)
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enter
into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of any of the Restricted
Securities, whether such swap transaction is to be settled by
delivery of any Restricted Securities or other securities of any
person, in cash or otherwise,
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As
used herein, “Restricted Period” means the period
commencing on the Closing Date (as defined in the Merger
Agreement) and ending on the day preceding the first
anniversary of the Closing Date.
Notwithstanding
the foregoing, the undersigned may grant a Lien (as defined in
the Merger Agreement) upon his shares of Restricted Securities
to a securities broker or other financial institution as
collateral for margin account borrowings in an amount not to
exceed twenty percent (20%) of the value of such shares at the
time of the pledge and the pledge shall not be subject to the
restrictions set forth Paragraph (1) above in the event of a
foreclosure upon such shares.
It
is understood that the shares of Parent Common Stock owned by
the
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