Exhibit 4.3
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NUMBER
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(SEE REVERSE SIDE FOR
LEGEND)
THIS WARRANT WILL BE VOID IF NOT
EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME,
, 2010
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WARRANTS
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RHAPSODY ACQUISITION
CORP.
CUSIP
WARRANT
THIS CERTIFIES THAT, for value
received
is the registered holder of a
Warrant or Warrants expiring
, 2010 (the “Warrant”) to purchase one fully paid and
non-assessable share of Common Stock, par value $.0001 per share
(“Shares”), of Rhapsody Acquisition Corp., a Delaware
corporation (the “Company”), for each Warrant evidenced
by this Warrant Certificate. The Warrant entitles the holder
thereof to purchase from the Company, commencing on the later of
(i) the Company’s completion of a merger, capital stock
exchange, asset acquisition or other similar business combination
and (ii)
, 2007, such number of Shares of the Company at the price of $6.00
per share, upon surrender of this Warrant Certificate and payment
of the Warrant Price at the office or agency of the Warrant Agent,
Continental Stock Transfer & Trust Company, but only
subject to the conditions set forth herein and in the Warrant
Agreement between the Company and Continental Stock
Transfer & Trust Company. The Warrant Agreement provides
that upon the occurrence of certain events the Warrant Price and
the number of Warrant Shares purchasable hereunder, set forth on
the face hereof, may, subject to certain conditions, be adjusted.
The term Warrant Price as used in this Warrant Certificate refers
to the price per Share at which Shares may be purchased at the time
the Warrant is exercised.
No fraction of a Share will be
issued upon any exercise of a Warrant. If the holder of a Warrant
would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round
up to the nearest whole number the number of Shares to be issued to
such holder.
Upon any exercise of the Warrant for
less than the total number of full Shares provided for herein,
there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate
covering the number of Shares for which the Warrant has not been
exercised.
Warrant Certificates, when
surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized
in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certifica
