WARRANT AGREEMENT

Exhibit 4.4

WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “ Agreement ”) is made as of the 17th day of January, 2008 between Sapphire Industrials Corp., a Delaware corporation, with offices at 30 Rockefeller Plaza, 62nd Floor, New York, New York 10020 (the “ Company ”), and Mellon Investor Services LLC, a New Jersey limited liability company, with offices at Newport Office Center VII, 480 Washington Blvd., Jersey City, NJ 07310 (the “ Warrant Agent ”).

WHEREAS, in connection with the Company’s formation, the Company issued 23,000,000 units (the “ Founder Units ”), giving effect to the split of the Founder Units, of the Company, each unit consisting of one share of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), and one warrant exercisable for one share of Common Stock substantially in the form of Exhibit A hereto;

WHEREAS, the Company is engaged in a public offering (the “ Public Offering ”) of units of the Company, each unit consisting of one share of Common Stock and one warrant exercisable for one share of Common Stock, and in connection therewith, has determined to issue and deliver up to (i) 80,000,000 units plus up to an additional 12,000,000 units if the underwriter exercises in full its over-allotment option in full (the “ Public Units ”) to the public investors, 5,000,000 of which are expected to be purchased by Lazard Funding Limited LLC (“ Lazard ”), and (ii) 12,500,000 warrants to Lazard to be issued in a private placement simultaneously with the closing of the Public Offering (the “ Insider Warrants ”);

WHEREAS, the warrants that are part of the Founder Units and the Public Units are referred to herein, respectively, as the “ Founder Warrants ” and the “ Public Warrants ” (together with the Insider Warrants, the “ Warrants ”);

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “ SEC ”) a Registration Statement on Form S-1 (File No. 333-146620) (the “ Registration Statement ”) for the registration, under the Securities Act of 1933, as amended (the “ Act ”) of, among other securities, the Public Warrants;

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, call, exercise and cancellation of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions (and no implied terms) set forth in this Agreement.

2. Warrants.

2.1. Form of Warrant . Each Warrant shall be issued in registered form only, shall be in substantially the form of Warrant attached as Exhibit A hereto, the provisions of which are incorporated herein, and shall be signed by, or bear the facsimile signature of, the President and another officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.2. Effect of Countersignature . Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3. Registration .

2.3.1. Warrant Register . The Warrant Agent shall maintain books (the “ Warrant Register ”) for the registration of original issuance and the registration of transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.

2.3.2. Registered Holder . Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“ Registered Holder ”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership

or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4. Detachability of Warrants . The securities comprising the Public Units and the Founder Units will not be separately transferable until the 35th day after the effective date of the Registration Statement unless Citigroup Global Markets Inc. informs the Company of its decision to allow earlier separate trading, but in no event will separate trading of the securities comprising the Public Units and the Founder Units be allowed until the Company files a Current Report on Form 8-K (the “ Initial 8-K ”) with the SEC which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering, and an additional Current Report on Form 8-K including the proceeds received by the Company from the exercise of the underwriter’s over-allotment option, if the over-allotment option is exercised after the filing of the Initial 8-K.

2.5. Insider Warrants . The Insider Warrants shall have the same terms and be in the same form as the Public Warrants, except that the Insider Warrants have an exercise price of $7.50 per share, are non-redeemable so long as they are held by Lazard or its permitted transferees and Lazard has agreed that the Insider Warrants will not be sold or transferred by it (except to employees of Lazard, its permitted transferees or to the Company’s directors at the same cost per warrant originally paid by them) until 90 days following the consummation of a Business Combination and the Insider Warrants will be exercisable even in the absence of an effective registration statement registering the Insider Warrants and the underlying shares of Common Stock. For purposes of this Agreement, “permitted transferees” shall mean (a) employees of Lazard Ltd or the Company, (b) an entity’s members upon its liquidation and (c) relatives and trusts for estate planning purposes, in each case where the transferee agrees to become party to the Securities Escrow Agreement, dated as of the date hereof, between the Company, the Founders and Mellon Investor Services LLC.

2.6. Founder Warrants . The Founder Warrants shall have the same terms and be in the same form as the Public Warrants, except that (i) the Founder Warrants will have an exercise price of $7.50 per share, (ii) the Founder Warrants will become exercisable after the consummation of a Business Combination if and when the last sales price of the Common Stock exceeds $13.50 per share for any 20 trading days within any 30-trading day period beginning 90 days following the consummation of a Business Combination, (iii) the Founder Warrants are not redeemable by the Company as long as they are held by Lazard or the Company’s directors, or their permitted transferees, other than as part of a redemption of Founder Units to the extent the over-allotment option is not exercised in full by the underwriters, (iv) Lazard and our directors have agreed that the Founder Warrants will not be sold or transferred by them (except to permitted transferees) until one year following the consummation of a Business Combination, (v) the Founder Warrants do not expire until the fifth anniversary of the effective date of the Registration Statement and (vi) and the Founder Warrants will be exercisable even in the absence of an effective registration statement registering the Founder Warrants and the underlying shares of Common Stock.

3. Terms and Exercise of Warrants.

3.1. Warrant Price . Each Public Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $7.00 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. Each Founder Warrant and each Insider Warrant, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $7.50 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “ Warrant Price ” as used in this Agreement refers to the price per share at which Common Stock may be purchased at the time such Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date; provided, however , that any change in the Warrant Price must apply identically in percentage terms to all of the outstanding Warrants and any reduction in Warrant Price must remain in effect for at least twenty (20) business days.

3.2. Duration of Warrants . A Warrant may be exercised only during the period (“ Exercise Period ”) commencing on the later of (i) the date on which the Company effects a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more operating businesses, as described more fully in the Registration Statement (a “ Business Combination ”), and (ii) one year after the effective date of the Registration Statement, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) four years after the effective date of the Registration Statement and (ii) the date fixed for calling the Warrants as provided in Section 6 of this Agreement (the “ Expiration Date ”); provided , however , that (a) the Public Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock in respect thereof unless, at the time a holder seeks to exercise the Public Warrants, a registration statement containing a current prospectus relating to the Common Stock issuable upon exercise of the Public Warrants is effective and the Common Stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Public Warrants; (b) the Insider Warrants will not be sold or transferred by Lazard (except to employees of Lazard, its affiliates or to the Company’s directors at the same cost per warrant originally paid by them) until 90 days following the consummation of a Business Combination; (c) the Founder Warrants will not expire, if not otherwise redeemed as provided in Section 6 of this Agreement, until the fifth anniversary of the effective date of the

Registration Statement; and (d) in addition to the exercise conditions set forth in this Section 3.2, the Founder Warrants may only be exercisable after the consummation of a Business Combination if and when the last sales price of the Common Stock exceeds $13.50 per share for any 20 trading days within any 30-trading day period beginning 90 days following such Business Combination. Except with respect to the right to receive the Call Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however , that any extension of the duration of the Warrants must apply equally to all of the Warrants. Should the Company wish to extend the Expiration Date of the Warrants, the Company shall provide advance notice to the Warrant Agent, but in no event will the Company provide less than twenty (20) days advance notice of such extension to registered holders of the Warrants.

3.3. Exercise of Warrants .

3.3.1. Payment . Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent or at the office of its successor as Warrant Agent, with the subscription form, as set forth in the Warrant, properly completed and duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Stock and the issuance of the Common Stock, as follows:

(a) in lawful money of the United States, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed to by the Company); or

(b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the Fair Market Value (defined below) by (y) the Fair Market Value. The “ Fair Market Value ” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrants pursuant to Section 6 hereof.

3.3.2. Issuance of Certificates . As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to the Registered Holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Public Warrant, and shall have no obligation to settle a Public Warrant exercise unless a registration statement under the Act with respect to the Common Stock is effective, subject to the Company satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Public Warrant. Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will the Company be required to net cash settle the exercise of the Warrants. Warrants may not be exercised by, and securities may not be issued to, any Registered Holder in any jurisdiction in which such exercise would be unlawful. As a result of the provisions of this Section 3.3.2, any or all of the Warrants may expire unexercised. In no event shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the shares of Common Stock underlying the Public Warrants have not been registered by the Company pursuant to an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent; provided , that the Company has fulfilled its obligation to use its best efforts to effect such registration and ensure a current prospectus is available for delivery by the Warrant Agent.

3.3.3. Valid Issuance . All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.

3.3.4. Date of Issuance . Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

3.4. Cashless Exercise .

3.4.1. Determination of Amount . In lieu of the payment of the Warrant Price, a Registered Holder shall have the right (but not the obligation, other than as set forth in Section 6 hereof) to convert any exercisable but unexercised Warrants into shares of Common Stock (the “ Conversion Right ”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the holder (without

payment by the holder of any of the Warrant Price in cash) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the Fair Market Value by (y) the Fair Market Value.

3.4.2. Mechanics Of Cashless Exercise . The Conversion Right may be exercised by a Registered Holder during the Exercise Period by surrendering the Warrant with the duly executed exercise form attached thereto with the cashless exercise section completed to the Warrant Agent, exercising the Conversion Right and specifying the total number of shares of Common Stock the Registered Holder will purchase pursuant to such Conversion Right; provided , that any holder that holds Warrants in a brokerage account shall follow the procedures of such holder’s broker and the Depository Trust Company in order to exercise the Conversion Right.

4. Adjustments.

4.1. Stock Dividends; Split-Ups . If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.

4.2. Aggregation of Shares . If after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

4.3. Adjustments in Warrant Price . Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. Before taking any action which would cause an adjustment pursuant to Section 4 hereof to reduce the Exercise Price below the then par value (if any) of the Common Stock, the Company will take any commercially reasonable corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and nonassessable Common Stock at the Exercise Price as so adjusted.

4.4. Replacement of Securities upon Reorganization . In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Sections 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

4.5. Notices of Changes in Warrant . Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, including, but not limited to, under Section 4 hereto, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.6. No Fractional Shares . Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up or down to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant

holder. Whenever a payment for fractional Shares is to be made by the Warrant Agent, the Company shall (i) promptly prepare and deliver to the Warrant Agent notice setting forth in reasonable detail the facts relating to such payments and (ii) provide sufficient monies to the Warrant Agent in the form of fully collected funds to make such payments. The Warrant Agent shall have no duty with respect to any payment for Shares under any Section of this Agreement relating to the payment of fractional Shares unless and until the Warrant Agent shall have received such notice and sufficient monies.

4.7. Form of Warrant . The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate, that does not affect the substance thereof, and which does not affect the right, duties or responsibilities of the Warrant Agent, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8. Extraordinary Dividends . If the Company, at any time during the Exercise Period, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (w) as described in Sections 4.1, 4.2 or 4.4, (x) regular quarterly or other periodic dividends, (y) in connection with the conversion rights of the holders of Common Stock upon consummation of a Business Combination or (z) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “ Extraordinary Dividend ”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

4.9. Notice of Certain Transactions . In the event that the Company shall (a) offer to holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to the Warrant holders and the Warrant Agent a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a result of such action. Such notice shall be given as promptly as practicable after the Company has taken any such action and (x) in the case of any action covered by clause (a) or (b) above at least 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

4.10. Other Events . If any event occu