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Exhibit
10.1
January 24,
2008
Sapphire Industrials Corp.
30 Rockefeller Plaza
62 nd Floor
New York, New York 10020
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
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Re: |
INITIAL PUBLIC OFFERING |
Ladies and Gentlemen:
This letter is being
delivered to you in accordance with the Underwriting Agreement (the
“ Underwriting Agreement ”) entered into by and
between Sapphire Industrials Corp., a Delaware corporation (the
“ Company ”), and Citigroup Global Markets Inc.
(the “ Underwriter ”), relating to an
underwritten initial public offering (the “ IPO
”) of the Company’s units (the “ Units
”), each Unit comprised of one share of the Company’s
Common Stock, par value $0.001 per share (the “ Common
Stock ”), and one warrant, which is exercisable for one
share of Common Stock. Certain capitalized terms used herein are
defined in paragraph 15 hereof.
In order to induce the
Company and the Underwriter to enter into the Underwriting
Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a
stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agrees with the Company and
the Underwriter as follows:
1. If the Company solicits approval of
its stockholders of a Business Combination and/or an Extension
Period, the undersigned will (i) vote all Founder Shares owned
by the undersigned in accordance with the majority of the votes
cast by the holders of the IPO Shares and (ii) vote all
Aftermarket Shares, shares of Common Stock underlying the Offering
Units and any other shares of Common Stock owned by the
undersigned, in each case if any, in favor of such Business
Combination or an Extension Period.
2. The undersigned hereby waives any and
all right, title, interest or claim of any kind (each a “
Claim ”) in or to (x) any distribution of the
Trust Account with respect to the undersigned’s Founder Units
in connection with a liquidation and (y) any remaining net
assets of the Company after such liquidation. The undersigned
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 funds held in or
distributed from the Trust Account for any reason. The undersigned
acknowledges and agrees that there will be no distribution from the
Trust Account with respect to any warrants, all rights of which
will terminate on the Company’s liquidation.
3. The undersigned shall escrow
(i) the undersigned’s Founder Units and the shares of
Common Stock and Warrants comprising such Units for one year after
consummation of a Business Combination, (ii) Aftermarket
Shares, any Offering Units, and the warrants underlying such Units
and the shares of Common Stock underlying such Units and warrants
for 180 days after consummation of a Business Combination and
(iii) the Insider Warrants for 90 days after consummation of a
Business Combination, subject to the terms of a Securities Escrow
Agreement which the Company will enter into with the undersigned
and Mellon Investor Services LLC, as escrow agent, in form and
substance acceptable to the Company.
4. Except as disclosed in the
Registration Statement, neither of the undersigned, nor any member
of the family of the undersigned, nor any Affiliate, other than
Lazard Ltd and its subsidiaries, including Lazard and Lazard Group
LLC (subject in all cases to the approval requirements disclosed in
the Registration Statement), will be entitled to receive and will
not accept any fees or other cash payments for any services they
render in order to effectuate the consummation of a Business
Combination; provided, that the Company may reimburse out-of-pocket
expenses incurred by the undersigned in connection with certain
activities on the Company’s behalf, such as identifying and
investigating possible business targets and business
combinations.
5. Except as permitted pursuant to
paragraph 4 above, neither 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.
6. The undersigned’s Questionnaire
for Directors and Officers furnished to the Company and the
undersigned’s information in the Registration Statement is
true and accurate in all respects and does not omit any material
information with respect to the undersigned’s background. The
undersigned’s FINRA Questionnaire furnished to the Company
and the Underwriter is true and accurate in all respects. The
undersigned represents and warrants that:
6.1 the undersigned 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;
6.2 the undersigned has never
been convicted of or pleaded guilty to any crime (i) involving
any fraud; (ii) relating to any financial transaction or
handling of funds of another person; (iii) pertaining to any
dealings in any securities; or (iv) moral turpitude, and the
undersigned is not currently a defendant in any such criminal
proceeding;
6.3 the undersigned 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;
6.4 the undersigned has not
been subject to any order prohibiting and is not subject to any
legal proceeding seeking to prohibit the undersigned from engaging
in any type of business practice;
6.5 the undersigned has not
been found by a court of competent jurisdiction in a civil action
by the Securities and Exchange Commission or by any other federal
or state regulatory authority to have violated any federal or state
securities law;
6.6 the undersigned has not
been found by a court of competent jurisdiction in a civil action
by the Commodity Futures Trading Commission or by any other federal
or state administrative or regulatory authority to have violated
any federal or state commodities law; and
6.7 the Company will not
consummate any Business Combination that involves a target
acquisition with which the undersigned has had any discussions,
formal or otherwise, with respect to a Business Combination prior
to the consummation of the IPO.
6.8 the Company will not
consummate a Business Combination with an entity affiliated with
its officers, directors, Lazard Ltd or their affiliates unless the
Company obtains an opinion from an independent investment banking
firm that the Business Combination is fair to its unaffiliated
stockholders from a financial point of view and such Business
Combination is approved by a majority of the Company’s board
of directors who do not have an interest in such Business
Combination and its audit committee.
7. In the event of the liquidation of
the Trust Account, the undersigned
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