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”).
Sapphire Industrials Corp.Sapphire Industrials Corp. • December 17th, 2007 • 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.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2007 • Sapphire Industrials Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the · day of · 2007, by and among Sapphire Industrials Corp. a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Sapphire Industrials Corp.Sapphire Industrials Corp. • December 17th, 2007 • 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 • December 17th, 2007 • Sapphire Industrials Corp. • Blank checks • New York
This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of , 2007 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 • December 17th, 2007 • Sapphire Industrials Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of the day of , 2007 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 • December 17th, 2007 • Sapphire Industrials Corp. • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of , 2007 (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.Sapphire Industrials Corp. • December 17th, 2007 • Blank checks
