Exhibit 4.11


 


GRIFFON
CORPORATION


 


SERIES C CONVERTIBLE PREFERRED STOCK


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE, THIS CERTIFIES THAT


                                                                                              
IS THE OWNER OF                                
SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK, PAR VALUE TWENTY-FIVE CENTS
($.25) PER SHARE, OF GRIFFON CORPORATION (hereinafter called the “Corporation”)
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate, properly endorsed.  This Certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Restated Certificate of Incorporation and Amended By-Laws of the Corporation
and the amendments from time to time made thereto and the Certificate of
Designation related to the Series C Convertible Preferred Stock, copies of
which are or will be on file at the principal office of the Corporation, to all
of which the holder by acceptance hereof assents.


 


WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Patrick L. Alesia

  	
   

  	
   

  	
  /s/ Ronald J. Kramer

  
	
   

  	
  Secretary

  	
   

  	
  Vice Chairman of the
  Board

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THESE SHARES ARE HELD
  BY AN “AFFILIATE” OF GRIFFON CORPORATION, AS DEFINED BY RULE 144 UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THE
  COMPANY WILL NOT PERMIT THE SHARES REPRESENTED BY THIS CERTIFICATE TO BE
  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
  DISPOSED TO A PROSPECTIVE TRANSFEREE UNLESS SUCH TRANSFER IS ACCOMPANIED BY
  AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSACTION IS IN COMPLIANCE
  WITH THE SECURITIES ACT OR SUCH TRANSFER IS CONDUCTED PURSUANT TO AN
  EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THESE SHARES ARE
  SUBJECT TO RESTRICTIONS PURSUANT TO THE INVESTMENT AGREEMENT DATED AUGUST 7,
  2008 AMONG GRIFFON CORPORATION AND GS DIRECT, L.L.C., AS AMENDED FROM TIME TO
  TIME.

  
							



 

















 


(REVERSE
OF STOCK CERTIFICATE)


 


GRIFFON CORPORATION


 


The
Company will furnish to any shareholder upon request and without charge a full
statement of the powers, designations, preferences and relative, participating,
options or other special rights, of each class of stock or series thereof,
authorized to be issued and the qualifications, limitations or restrictions of
such preferences or rights, so far as the same have been fixed, and the authority
of the Board of Directors of the Company to designate and fix the relative
rights, preferences and limitations of other series.


 


The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN CON –

  	
   

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT –

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT –

  	
   

  	
  as tenants by the entireties

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN –

  	
   

  	
  as joint tenants with right of

  	
   

  	
  under Uniform Gifts to Minors Act

  	
   

  
	
   

  	
   

  	
  survivorship and not as tenants

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
  in common

  	
   

  	
   

  	
   

  
									



 


Additional abbreviations may also be used though not
in the above list.


 


For Value Received,                                       
hereby sell, assign and transfer unto


 


Please
insert social security or other identifying number of assignee.


 


	
   

  	
   

  
	
   

  	
   

  



 


	
   

  
	
  (PLEASE PRINT OR
  TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

  
	
   

  
	
   

  
	
   

  
	
  shares of the
  capital stock represented by the within Certificate, and do hereby irrevocably
  constitute and appoint

  
	
   

  
	
  Attorney

  
	
  to transfer the
  said stock on the books of the within named Company with full power of
  substitution in the premises.

  



 


 


	
  Dated:

  	
   

  	
   

  



 


	
   

  	
  NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST
  CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
  PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

  



 


	
   

  	
  Signature(s) Guaranteed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE SIGNATURE(S) SHOULD
  BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
  SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
  APPROVED SIGNATURE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Ad-15.