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
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 an/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,