Adopted: January 11, 2008
NOMINATING COMMITTEE CHARTER
SAPPHIRE INDUSTRIALS CORP.
The responsibilities and powers of the Nominating Committee (the “Committee”) as delegated by the board of directors
(the “Board”) are set forth in this charter (the “Charter”). Whenever the Committee takes an action, it shall exercise its
independent judgment on an informed basis that the action is in the best interests of Sapphire Industrials Corp. (the
“Company”) and its stockholders.
As set forth herein, the Committee shall, among other things, discharge the responsibilities of the Board relating to the
appropriate size, functioning and needs of the Board including, but not limited to, recruitment and retention of high quality
board members and committee composition and structure.
The Committee shall consist of at least two (2) members of the Board as determined from time to time by the Board. Each
member shall be “independent” in accordance with the listing standards of the American Stock Exchange, as amended from time
The Board shall elect the members of this Committee at the first board meeting practicable following the annual meeting of
stockholders and may make changes from time to time pursuant to the provisions below. Unless a chair is elected by the Board,
the members of the Committee shall designate a chair by majority vote of the full Committee membership.
A Committee member may resign by delivering his or her written resignation to the chairman of the Board, or may be
removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified
therein, or upon delivery of such written notice to such member if no date is specified.
Meetings and Committee Action
The Committee shall meet at such times as it deems necessary to fulfill its responsibilities. Meetings of the Committee shall
be called by the chairman of the Committee upon such notice as is provided for in the bylaws