ROCK ACQUISITION CORP. INITIAL UNIT SUBSCRIPTION AGREEMENTInitial Unit Subscription Agreement • December 17th, 2007 • Sapphire Industrials Corp. • Blank checks • Delaware
THIS INITIAL UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 2nd day of October, 2007, by and between Rock Acquisition Corp., a Delaware corporation (the “Company”), and Lazard Funding Limited LLC (“Purchaser”).
January 24, 2008Sapphire Industrials Corp. • March 24th, 2008 • Blank checks • New York
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.
Common Stock Warrants Underwriting AgreementUnderwriting Agreement • January 17th, 2008 • Sapphire Industrials Corp. • Blank checks • New York
Sapphire Industrials Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representative, an aggregate of 80,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 12,000,000 Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The offer and sale of the Securities by the Underwriters is referred to herein as the “Offering.” Certain capitalized terms used in this agreement and not otherwise defined are defined in Section 19 hereof.
SAPPHIRE INDUSTRIALS CORP. AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2008 • Sapphire Industrials Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 14 th day of January, 2008, by and between Sapphire Industrials Corp., a Delaware corporation (the “Company”), and Lazard Funding Limited LLC (“Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2008 • Sapphire Industrials Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17 day of January, 2008, by and among Sapphire Industrials Corp. a Delaware corporation (the “Company”), the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”) and Lazard Group LLC (“Lazard Group”).
January 24, 2008Sapphire Industrials Corp. • March 24th, 2008 • Blank checks • New York
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.
TRUST ACCOUNT AGREEMENTTrust Account Agreement • March 24th, 2008 • Sapphire Industrials Corp. • Blank checks • New York
This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of January 17, 2008 by and between SAPPHIRE INDUSTRIALS CORP., a Delaware corporation (the “Company”), and MELLON BANK, N.A., a national banking association, as account agent (the “Account Agent”).
WARRANT AGREEMENTWarrant Agreement • March 24th, 2008 • Sapphire Industrials Corp. • Blank checks • New York
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”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • March 24th, 2008 • Sapphire Industrials Corp. • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of January 17, 2008 (this “Agreement”), by and among Sapphire Industrials Corp., a Delaware corporation (the “Company”), each of the parties set forth on Exhibit A annexed hereto (such parties collectively the “Private Investors”), Lazard Group LLC (“Lazard Group”), a Delaware limited liability company and Mellon Investor Services LLC, a New Jersey limited liability company (the “Escrow Agent”).
SAPPHIRE INDUSTRIALS CORP. CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENTInvestment Units Subscription Agreement • December 17th, 2007 • Sapphire Industrials Corp. • Blank checks • Delaware
THIS CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the ___ day of ________________, by and between Sapphire Industrials Corp., a Delaware corporation (the “Company”), Lazard Funding Limited LLC (“Purchaser”) and Lazard Group LLC (“Lazard Group”).
SAPPHIRE INDUSTRIALS CORP. January 17, 2008Sapphire Industrials Corp. • March 24th, 2008 • Blank checks
SAPPHIRE INDUSTRIALS CORP.Sapphire Industrials Corp. • December 17th, 2007 • Blank checks
This letter will confirm the agreement of the undersigned to enter into an agreement or plan (the “Buyback Plan”) in accordance with the guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), to...Sapphire Industrials Corp. • December 28th, 2007 • Blank checks
January 9, 2008Sapphire Industrials Corp. • March 24th, 2008 • Blank checks
