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Exhibit
10.2
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 other
shares of Common Stock owned by the undersigned in favor of such
Business Combination or an Extension Period.
2. In the event that the Company fails
to consummate a Business Combination within twenty four
(24) months from the effective date of the Registration
Statement (or within thirty six (36) months if extended
pursuant to a stockholder vote as described in the Registration
Statement), the undersigned will, as promptly as practicable, take
all reasonable actions within the undersigned’s power to
(i) cause the Trust Account to be liquidated and distributed
to the holders of IPO Shares in accordance with that Trust Account
Agreement to be entered into by and among the Company and Mellon
Bank, N.A., as account agent (the “ Trust Agreement
”); and (ii) 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 (each a “
Claim ”) in or to (x) any distribution of the
Trust Account with respect to the undersigned’s Founder
Shares 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. 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.
4. 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.
5. The undersigned shall escrow the
undersigned’s Founder Units and the shares of Common Stock
underlying the Founder Units and Founder Warrants, to the extent
exercised, until one year after the 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.
6. The undersigned agrees to be Chairman
of the Board, Chief Executive Officer and President 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 Questionnaire for Directors and Officers
furnished to the Company and the undersigned’s biographical
information in the Registration Statement is true and accurate in
all respects, 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
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