Common Stock Warrants Underwriting AgreementUnderwriting Agreement • January 14th, 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. FORM OF AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • January 14th, 2008 • Sapphire Industrials Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of , 2008, by and between Sapphire Industrials Corp., a Delaware corporation (the “Company”), and Lazard Funding Limited LLC (“Purchaser”).
