Exhibit 4.2


 





REGISTRATION RIGHTS AGREEMENT


 


by and among


 


Griffon Corporation,


 


and The Guarantors party hereto


and


 


Deutsche Bank Securities Inc.,


as the Representative of the several
Initial Purchasers


 


Dated as of February 27, 2014





    	 



    	



    



REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
“Agreement”) is made and entered into as of February 27, 2014, by and among Griffon Corporation, a Delaware corporation
(the “Company”), the Guarantors named on Schedule 1 hereto (the “Guarantors”) and Deutsche Bank Securities
Inc., as the representative (the “Representative”) of the several initial purchasers (collectively, the “Initial
Purchasers”) listed on Schedule 1 to the Purchase Agreement (as defined below), each of which has agreed to purchase the
Company’s 5.25% Senior Notes due 2022 (the “Initial Notes”) pursuant to the Purchase Agreement.


 


This Agreement is made pursuant to the Purchase
Agreement, dated as of February 12, 2014 (the “Purchase Agreement”), among the Company, the Guarantors and the Representative
on behalf of itself and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders
from time to time of the Registrable Securities, including the Initial Purchasers. The Initial Notes will be guaranteed (the “Guarantees”
and, together with the Initial Notes, the “Initial Securities”) on a senior basis by the Guarantors. In order to induce
the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers as set forth
in Section 7(h) of the Purchase Agreement.


 


The parties hereby agree as follows:


 


Section
1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:


 


Additional Interest: As defined in
Section 5 hereof.


 


Advice: As defined in the last paragraph
of Section 7 hereof.


 


Agreement: As defined in the preamble
hereto.


 


Broker-Dealer: Any broker or dealer
registered under the Exchange Act.


 


Business Day: Any day other than
a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York
are authorized or obligated to be closed.


 


Commission: The U.S. Securities and
Exchange Commission.


 


Company: As defined in the preamble
hereto.


 


Consummate: A registered Exchange
Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing with the Commission
of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer and its becoming
or being declared effective under the Securities Act, (ii) the maintenance of the continuous effectiveness of such Registration
Statement, and the keeping of the Exchange Offer open, for a period not less than the minimum period required pursuant to Section
3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate
principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the
Exchange Offer.



    	 



    	



    



Exchange Act: The Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


Exchange Notes: The 5.25% Senior
Notes due 2022 of the same series under the Indenture as the Initial Notes, to be issued to Holders in exchange for Registrable
Securities pursuant to this Agreement.


 


Exchange Offer: The registration
by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company
offers the Holders of all outstanding Registrable Securities the opportunity to exchange all such outstanding Registrable Securities
held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Registrable
Securities tendered in such exchange offer by such Holders.


 


Exchange Offer Registration Statement:
The Registration Statement relating to the Exchange Offer, including the related Prospectus.


 


Exchange Securities: The Exchange
Notes and the related Guarantees.


 


FINRA: Financial Industry Regulatory
Authority, Inc.


 


Guarantees: As defined in the preamble
hereto.


 


Guarantors: As defined in the preamble
hereto.


 


Holder: As defined in Section 2(b)
hereof.


 


Indemnified Holder: As defined in
Section 9(a) hereof.


 


Indenture: The Indenture, dated as
of February 27, 2014, by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”),
pursuant to which the Initial Securities are to be issued, as such Indenture may be amended or supplemented from time to time in
accordance with the terms thereof.


 


Initial Notes: As defined in the
preamble hereto.


 


Initial Securities: As defined in
the preamble hereto.


 


Initial Placement: The issuance and
sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.


 


Initial Purchaser: As defined in
the preamble hereto.


 


Interest Payment Date: As defined
in the Indenture and the Notes.


 


Issue Date: The date of this Agreement,
February 27, 2014.


 


Notes: The Initial Notes and the
Exchange Notes.


 


Person: Any individual, corporation,
limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.



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Prospectus: The prospectus included
in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such Prospectus.


 


Purchase Agreement: As defined in
the preamble hereto.


 


Representative: As defined in the
preamble hereto.


 


Registrable Securities: Each Security,
until the earliest to occur of (a) the date on which such Security is exchanged in the Exchange Offer for an Exchange Security
entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities
Act, (b) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance
with a Shelf Registration Statement, (c) the date on which such Security is distributed by a Broker-Dealer pursuant to the “Plan
of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained
therein), (d) the date on which such Security does not bear a restricted CUSIP number and is sold pursuant to Rule 144
under the Securities Act under circumstances in which any legend borne by such Initial Security relating to restrictions on transferability
thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture and (e) the date on which
such Initial Security ceases to be outstanding.


 


Registration Default: As defined
in Section 5 hereof.


 


Registration Statement: Any registration
statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration
for resale of Registrable Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of
this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.


 


Securities: The Initial Securities
and the Exchange Securities.


 


Securities Act: The Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder.


 


Shelf Filing Deadline: As defined
in Section 4(a)(x) hereof.


 


Shelf Registration Statement: As
defined in Section 4(a)(x) hereof.


 


Suspension Period: As defined in
the final paragraph of Section 7 hereof.


 


Trust Indenture Act: The Trust Indenture
Act of 1939, as amended, and the rules and regulations promulgated thereunder.


 


Underwritten Registration or Underwritten
Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.


 


Section
2. Securities Subject to this Agreement.


 


(a) Registrable Securities. The securities
entitled to the benefits of this Agreement are the Registrable Securities.



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(b) Holders of Registrable Securities.
A Person is deemed to be a holder of Registrable Securities (each, a “Holder”) whenever such Person owns Registrable
Securities.


 


Section
3. Registered Exchange Offer.


 


(a) Unless the Exchange Offer shall not
be permissible under applicable law or Commission policy (after the procedures set forth in Section 7(a)(i) hereof have been complied
with), the Company and the Guarantors shall (i) cause to be filed with the Commission within 180 days after the Issue Date (or
if such 180th day is not a Business Day, the next succeeding Business Day) the Exchange Offer Registration Statement, (ii) use
their commercially reasonable efforts to cause such Registration Statement to become or be declared effective at the earliest possible
time, but in no event later than 270 days after the Issue Date (or if such 270th day is not a Business Day, the next succeeding
Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as
may be necessary in order to cause such Registration Statement to become or be declared effective, (B) if applicable, file a post-effective
amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in
connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky
laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the Registration Statement
becoming or being declared effective, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate
form permitting registration of the Exchange Securities to be offered in exchange for the Registrable Securities and to permit
resales of Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. The Company shall use its commercially reasonable
efforts to cause all Exchange Securities to have the same CUSIP number.


 


(b) The Company and the Guarantors shall
use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall
keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days
after the commencement of the Exchange Offer. The Company and the Guarantors shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange
Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated
on the earliest practicable date after the Exchange Offer Registration Statement has become or been declared effective, but in
no event later than 330 days after the Issue Date (or if such 330th day is not a Business Day, the next succeeding Business Day).


 


(c) The Company and the Guarantors shall
indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration
Statement that any Broker-Dealer who holds Initial Securities that are Registrable Securities and that were acquired for its own
account as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly
from the Company) may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed
to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in
the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus
contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all
other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales
pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial
Securities held by any such Broker-Dealer except to the extent required by the Commission.



    	-4-



    	



    

The Company and the Guarantors shall use
their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and
amended as required by the provisions of Section 7(c) hereof to the extent necessary to ensure that it is available for resales
of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading
activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules
and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date
on which the Exchange Offer Registration Statement becomes or is declared effective and (ii) the date on which a Broker-Dealer
is no longer required to deliver a prospectus in connection with market-making or other trading activities.


 


The Company and the Guarantors shall provide
sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day
(or shorter as provided in the foregoing paragraph) period in order to facilitate such resales.


 


Section
4. Shelf Registration.


 


(a) Shelf Registration. If (i) the
Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 7(a)(i)
hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 330 days after the Issue Date
(or if such 330th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Registrable
Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) such
Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus
and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such
Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates,
then, upon such Holder’s request, the Company shall:


 


(x) cause to be filed a shelf
registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the “Shelf Registration Statement”), as soon as practicable, but in no event later than
the earliest to occur of (1) the 60th day after the date on which the Company determines that it is not required to file the Exchange
Offer Registration Statement, (2) the 60th day after the date on which the Company receives notice from a Holder of Registrable
Securities as contemplated by clause (iii) above and (3) the 330th day after the Issue Date (or if such 330th day is not a Business
Day, the next succeeding Business Day) (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration
Statement shall provide for resales of all Registrable Securities the Holders of which shall have provided the information required
pursuant to Section 4(b) hereof; and


 


(y) use its commercially reasonable
efforts to cause such Shelf Registration Statement to become or be declared effective by the Commission at the earliest possible
time, but in no event later that the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the
next succeeding Business Day).


 


The Company and the Guarantors shall use
their commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended
as required by the provisions of Sections 7(b) and (c) hereof to the extent necessary to ensure that it is available for resales
of Registrable Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of
this Agreement, the Securities Act and the policies, rules and regulations of the Commis-



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sion as announced from time to time, for a period of at
least one year following the effective date of such Shelf Registration Statement (or shorter period that will terminate when
all the Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration
Statement or are otherwise no longer Registrable Securities).


 


Notwithstanding the foregoing, the Company
may suspend the offering and sale under the Shelf Registration Statement (the “Suspension Period”) for a period
or periods if (i) the board of directors reasonably determines that the continued use of such Shelf Registration Statement would
(A) require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment
of the board of directors of the Company (1) would be required to be made in such Shelf Registration Statement so that such Shelf
Registration Statement would not be materially misleading and (2) would not be required to be made at such time but for the continued
use of such Shelf Registration Statement or (B) would in the good faith and judgment of the board of directors of the Company be
expected to have a material adverse effect on the Company or its business or on the Company’s ability to effect a planned
or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction and (ii) the Company notifies
the underwriters, if any, and the Holders of Registrable Securities within five days after the board of directors makes the relevant
determination set forth in clause (i); provided that the period or periods of suspension under clause (i) above shall not
exceed, in the aggregate, 60 days in any twelve-month period during which the Shelf Registration Statement is required to be effective.


 


(b) Provision by Holders of Certain Information
in Connection with the Shelf Registration Statement. No Holder of Registrable Securities may include any of its Registrable
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company
in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request
for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein or amendment
or supplement thereto. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to
the Company all information required to be disclosed in order to make the information previously furnished to the Company by such
Holder not materially misleading.


 


Section
5. Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission
policy, the Exchange Offer Registration Statement has not become or been declared effective by the Commission on or prior to the
270th day after the Issue Date (or if such 270th day is not a Business Day, the next succeeding Business Day), (ii) in the
event the Company is required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, (A) the Shelf Registration
Statement is not filed by the Shelf Filing Deadline or (B) the Shelf Registration Statement has not become or been declared effective
by the Commission on or prior to the 120th day after the Shelf Filing Deadline (or if such 120th day is not a Business Day, the
next succeeding Business Day), (iii) the Exchange Offer has not been Consummated within 330 days after the Issue Date or (iv)
any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective
or fail to be usable for its intended purpose without being immediately succeeded by a post-effective amendment to such Registration
Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i)
through (iv), a “Registration Default”), the Company and the Guarantors hereby agree that the interest rate borne
by the Registrable Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence
of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increases,
“Additional Interest”), but in no event shall such increase exceed 1.00% per annum. Any amounts of Additional Interest
due pursuant to this Section 5 will be paid in cash on the relevant Interest Payment Date to Holders of record on the relevant
regular record dates. Following the cure of all Registration Defaults relating to any particular Registrable Securities, the
interest rate borne by the relevant Registrable Securi-



    	-6-



    	



    

ties will be reduced to the original interest rate borne by such Registrable Securities;
provided, however, that, if after any such reduction in interest rate, a different Registration
Default occurs, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing
provisions.


 


All obligations of the Company and the Guarantors
set forth in the preceding paragraph that are outstanding with respect to any Registrable Security at the time such security ceases
to be a Registrable Security shall survive until such time as all such obligations with respect to such security shall have been
satisfied in full.


 


Notwithstanding the foregoing, (i) the amount
of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending at any
given time and (ii) a Holder of Registrable Securities that has not provided the information required pursuant to Section 4(b)
hereof within the time period set forth therein shall not be entitled to Additional Interest with respect to a Registration Default
that pertains to the relevant Shelf Registration Statement.


 


Section
6. Reserved.


 


Section
7. Registration Procedures.


 


(a) Exchange Offer Registration Statement.
In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the applicable provisions of
Section 7(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Registrable
Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the
following provisions:


 


(i) If in the reasonable opinion
of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Company and
the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and
the Guarantors to Consummate an Exchange Offer for such Initial Securities. The Company and the Guarantors hereby agree to pursue
the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action
to effect a change of Commission policy. The Company and the Guarantors hereby agree, however, to (A) participate in telephonic
conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth
the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently
pursue a favorable resolution by the Commission staff of such submission. 


 


(ii) As a condition to its participation
in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Registrable Securities shall furnish, upon the request
of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter
of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the
Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to
participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange
Securities in its ordinary course of business, (D) if it is a Broker-Dealer that holds Securities that were acquired for its own
account as a result of market-making activities or other trading activities (other than Securities acquired directly from the Company
or any of its affiliates), it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales
of the Exchange Securities received by it in the Exchange Offer, and (E) if it is a Broker-Dealer, that it did not purchase the
Securities to be exchanged in the Exchange Offer from the Company or any of its affiliates. In addition, all such Holders of Registrable
Securities shall 



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otherwise cooperate in the Company’s
preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder
using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could
not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and
that such a secondary resale transaction should be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company.


 


(b) Shelf Registration Statement. In
connection with the Shelf Registration Statement, the Company and the Guarantors shall comply with all the provisions of Section
7(c) hereof and shall use their commercially reasonable efforts to effect such registration to permit the sale of the Registrable
Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company
will as expeditiously as is commercially reasonable prepare and file with the Commission a Shelf Registration Statement relating
to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Registrable
Securities in accordance with the intended method or methods of distribution thereof.


 


(c) General Provisions. In connection
with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Registrable Securities
(including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities
by Broker-Dealers), the Company and the Guarantors shall:


 


(i) use their commercially reasonable
efforts to keep such Registration Statement continuously effective during the period required by this Agreement and provide all
requisite financial statements;


 


(ii) upon the occurrence of any
event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement
or omission or (B) not to be effective and usable for resale of Registrable Securities during the period required by this Agreement,
the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting
any such misstatement or omission, and, in the case of either clause (A) or (B), use their commercially reasonable efforts to cause
such amendment to become or be declared effective and such Registration Statement and the related Prospectus to become usable for
their intended purpose(s) as soon as practicable thereafter;


 


(iii) prepare and file with the
Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period
as will terminate when all Registrable Securities covered by such Registration Statement have been sold; cause the Prospectus to
be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and
comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration
Statement during the applicable period 



    	-8-



    	



    

in accordance with the intended method or methods of distribution by the sellers thereof
set forth in such Registration Statement or supplement to the Prospectus;


 


(iv) advise the underwriter(s),
if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus
or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any
post-effective amendment thereto, when the same has become or been declared effective, (B) of any request by the Commission for
amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under
the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for
offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence
of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any
additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.
If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification
of the Registrable Securities under state securities or blue sky laws, the Company shall use its commercially reasonable efforts
to obtain the withdrawal or lifting of such order at the earliest possible time;


 


(v) furnish without charge to
each of the Initial Purchasers, each selling Holder named in any Registration Statement that has requested such copies, if any,
and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus
included therein or any amendments or supplements to any such Registration Statement or Prospectus (other than any documents that
will be incorporated by reference in such Registration Statement or Prospectus), which documents will be subject to the review
and comment of such requesting Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business
Days, and the Company and the Guarantors will not file any such Registration Statement or Prospectus or any amendment or supplement
to any such Registration Statement or Prospectus to which an Initial Purchaser of Registrable Securities covered by such Registration
Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof
(such objection to be deemed timely made upon confirmation of facsimile transmission within such period). The objection of an Initial
Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement,
as applicable, as proposed to be filed, contains a material misstatement or omission;


 


(vi) make the Company’s
representatives reasonably available to the Initial Purchaser for customary due diligence matters;


 


(vii) make available at reasonable
times for inspection by the Initial Purchasers, any Holder, the managing underwriter(s), if any, participating in any disposition
pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers, Holder or any of the
underwriter(s), in each case subject to confidentiality agreements in form and substance customarily entered into by such Initial
Purchasers or underwriters, all financial and other records, pertinent corporate documents and properties of the Company and cause
the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter,
attorney or accountant in connection with such Registration Statement or



    	-9-



    	



    

 any post-effective amendment thereto subsequent to the
filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent reasonably requested
by the managing underwriter(s), if any;


 


(viii) if requested by any selling
Holders listed as selling securityholders in any Registration Statement or the underwriter(s), if any, promptly incorporate in
any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as
such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation,
information relating to the “Plan of Distribution” of the Registrable Securities, information with respect to the principal
amount of Registrable Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms
of the offering of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus supplement
or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus
supplement or post-effective amendment;


 


(ix) cause the Registrable Securities
covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority
in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;


 


(x) furnish to each Initial Purchaser,
each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including financial statements and schedules, if requested, all
documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference), unless, in
each case, publicly available;


 


(xi) deliver to each selling Holder
and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus)
and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent to
the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s),
if any, in connection with the offering and the sale of the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto;


 


(xii) in connection with an underwritten
offering pursuant to a Shelf Registration Statement, enter into such agreements (including an underwriting agreement), and make
such representations and warranties, and take all such other commercially reasonable actions in connection therewith in order to
expedite or facilitate the disposition of the Registrable Securities. In furtherance of the foregoing, the Company and the Guarantors
shall:


 


(A) furnish to each Initial Purchaser,
each selling Holder and each underwriter in such substance and scope as they may reasonably request and as are customarily made
by issuers to underwriters in primary underwritten offerings, upon the date of the effectiveness of the Shelf Registration Statement:


 


(1) a certificate, dated the effectiveness
of the Shelf Registration Statement, signed by (y) the Chief Executive Officer, the President or any Vice President and (z) a principal
financial or accounting officer of the Company, confirming customary matters;







    	-10-



    	



    

(2) if requested by a majority
of selling Holders, an opinion, dated the date of effectiveness of the Shelf Registration Statement, of counsel for the Company,
covering the matters customarily covered in opinions requested in underwritten offerings;


 



(3) a customary comfort letter,
dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary
form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with
primary underwritten offerings;


 


(B) set forth in full or incorporate
by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 9 hereof with respect
to all parties to be indemnified pursuant to said Section; and


 


(C) deliver such other documents
and certificates as may be reasonably requested by such parties to evidence compliance with Section 7(c)(xii)(A) hereof and with
any customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this
Section 7(c)(xii), if any.


 


If at any time the representations
and warranties of the Company and the Guarantors contemplated in Section 7(c)(xii)(A)(1) hereof cease to be true and correct, the
Company and the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly
and, if requested by such Persons, shall confirm such advice in writing;


 


(xiii) prior to any public offering
of Registrable Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection
with the registration and qualification of the Registrable Securities under the state securities or blue sky laws of such jurisdictions
as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Registrable Securities covered by the Shelf Registration Statement; provided,
however, that the Company and the Guarantors shall not be required to register or qualify as a foreign corporation where it
is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than
as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;


 


(xiv) in the case of a Shelf Registration
Statement, shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement and only
in connection with any valid sale of Securities by such Holder pursuant to such registration statement (and provided that such
Holder delivers such certificates or opinions reasonably requested by the Company in connection with such sale), Exchange Securities
having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by
such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder
or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder
shall be surrendered to the Company for cancellation;


 


(xv) in the case of a Shelf Registration
Statement, and subject to the forms of the Indenture, cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates or book-entry receipts, as applicable, representing Registrable Securities
to be sold and not bearing any restrictive legends; and enable such Registrable 



    	-11-



    	



    

Securities or such book-entry receipts, as applicable,
to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two
Business Days prior to any sale of Registrable Securities made by such Holders or underwriter(s);


 


(xvi) use their commercially reasonable
efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any,
to consummate the disposition of such Registrable Securities, subject to the proviso contained in Section 7(c)(xiii) hereof;


 


(xvii) if any fact or event contemplated
by Section 7(c)(iv)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein not misleading;


 


(xviii) provide a CUSIP number
for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee
under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository
Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository
Trust Company;


 


(xix) cooperate and assist in
any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter (including
any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations
of the FINRA;


 


(xx) otherwise use their commercially
reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act
(which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Registrable Securities
are sold to underwriters in a firm commitment or commercially reasonable efforts Underwritten Offering or (B) if not sold to underwriters
in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective
date of the Registration Statement; and


 


(xxi) cause the Indenture to be
qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this
Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and
to execute and use their commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to
effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so
qualified in a timely manner.


 


Each Holder agrees by acquisition of a
Registrable Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section
7(c)(iv)(D) hereof or any Suspension Period, such Holder will forthwith discontinue disposition of Registrable Securities pursuant
to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 7(c)(xvii) hereof, or until it is advised in writing (the “Ad-



    	-12-



    	



    

vice”) by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference
in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such notice.
In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement
set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including
the date of the giving of such notice pursuant to Section 7(c)(iv)(D) hereof or notice of any Suspension Period to and including
the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or
amended Prospectus contemplated by Section 7(c)(xvii) hereof or shall have received the Advice; provided, however, that
no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or
the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement
pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.


 


Section
8. Registration Expenses.


 


(a) All expenses incident to the Company’s
and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors regardless
of whether a Registration Statement becomes or is declared effective, including, without limitation: (i) all registration and filing
fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses
of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the
FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses
of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section
8(b) hereof, the Holders of Registrable Securities; (v) application and filing fees in connection with listing the Securities on
a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of
independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required
by or incident to such performance).


 


The Company will, in any event, bear its
internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.


 


(b) In connection with any Shelf Registration
Statement required by this Agreement, the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Registrable
Securities being registered pursuant to the Shelf Registration Statement for the reasonable fees and disbursements of not more
than one counsel, who shall be Cahill Gordon & Reindel llp or such other counsel
as may be chosen by the Holders of a majority in principal amount of the Registrable Securities for whose benefit such Registration
Statement is being prepared.


 


Section
9. Indemnification.


 


(a) The Company and the Guarantors agree
to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter
referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, 



    	-13-



    	



    

representatives
and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred
to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages,
liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs
of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or
action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable
and documented fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related
to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus,
in the light of the circumstances under which they were made), not misleading, except insofar as such losses, claims, damages,
liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance
upon and in conformity with information relating to any of the Holders furnished in writing to the Company by or on behalf of any
of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company or any
Guarantor may otherwise have.


 


In case any action or proceeding (including
any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders
with respect to which indemnity may be sought against the Company or any Guarantor, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Company in writing; provided, however, that the
failure to give such notice shall not relieve any of the Company or any Guarantor of its obligations pursuant to this Agreement
unless and to the extent the Company or any such Guarantor did not otherwise learn of such action and such failure results
in the forfeiture by the Company or any Guarantor of substantial rights and defenses. Such Indemnified Holder shall have the right
to employ its own counsel in any such action and the reasonable and documented fees and expenses of such counsel shall be paid,
as incurred, by the Company or any Guarantor (regardless of whether it is ultimately determined that an Indemnified Holder is not
entitled to indemnification hereunder). The Company or any Guarantor shall not, in connection with any one such action or proceeding
or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable and documented fees and expenses of more than one separate firm of attorneys
(in addition to one local counsel for all indemnified parties taken as a whole in each jurisdiction
reasonably required and, in the event of an actual conflict, one additional counsel in each relevant jurisdiction for the affected
indemnified parties similarly situated taken as a whole) at any time for such Indemnified Holders, which firm shall be designated
by the Holders. The Company or any Guarantor shall be liable for any settlement of any such action or proceeding effected with
the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed, and the Company or any
Guarantor agree to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense
by reason of any settlement of any action effected with the written consent of the Company. The Company or any Guarantor shall
not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in
or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise,
consent or termination (i) includes a complete and unconditional release of each Indemnified Holder from all liability arising
out of such action, claim, litigation or proceeding and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any Indemnified Holder.


 


(b) Each Holder of Registrable Securities
agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, and its directors and officers who
sign a Registration State-



    	-14-



    	



    

ment, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) the Company, the Guarantors, and the officers, directors, partners, employees, representatives and agents
of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified
Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing
by or on behalf of such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought
against the Company, the Guarantors, or its directors or officers or any such controlling person in respect of which indemnity
may be sought against a Holder of Registrable Securities, such Holder shall have the rights and duties given to the Company, and
the Company and the Guarantors, their respective directors and officers and such controlling person shall have the rights and duties
given to each Holder by the preceding paragraph. This indemnity agreement shall be in addition to any liability which Holders may
otherwise have.


 


(c) Reserved.


 


(d) If the indemnification provided for
in this Section 9 is unavailable to an indemnified party under Section 9(a) or (b) hereof (other than by reason of exceptions provided
in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein,
then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages, liabilities, judgments, actions or expenses in such
proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and
the Holders, on the other hand, from the Initial Placement (which in the case of the Company shall be deemed to be equal to the
total gross proceeds to the Company and the Guarantors from the Initial Placement), the amount of Additional Interest which did
not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities,
judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative
fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company or the Guarantors, on the one hand, and of the Indemnified Holder, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors, on the one hand,
or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph
of Section 9(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating
or defending any action or claim.


 


The Company, the Guarantors, and each Holder
of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this Section 9, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds
the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) 



    	-15-



    	



    

of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 9(d) are several in proportion to the respective principal amount of Initial
Securities held by each of the Holders hereunder and not joint.


 


Section
10. Rule 144A. The Company and the Guarantors hereby agree with each Holder, for so long as any Registrable Securities
remain outstanding, to make available to any Holder or beneficial owner of Registrable Securities in connection with any sale thereof
and any prospective purchaser of such Registrable Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such Registrable Securities pursuant to Rule 144A under
the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act.


 


Section
11. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.


 


Section
12. Selection of Underwriters. If requested by the Holders of a majority in aggregate principal amount of the Registrable
Securities covered by the Shelf Registration Statement, the Holders of Registrable Securities covered by the Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In such Underwritten Offering,
the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority
in aggregate principal amount of the Registrable Securities included in such offering; provided, however, that such investment
banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.


 


Section
13. Miscellaneous.


 


(a) Remedies. The Company and the
Guarantors hereby agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by
it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy
at law would be adequate.


 


(b) No Inconsistent Agreements. The
Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to
the holders of the Company’s and the Guarantors’ securities under any agreement in effect on the date hereof.


 


(c) Adjustments Affecting the Securities.
The Company and the Guarantors will not take any action, or permit any change to occur, with respect to the Securities that
would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.


 


(d) Amendments and Waivers. The provisions
of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof
may not be given unless the Company and the Guarantors have (i) in the case of Section 5 hereof and this Section 13(d)(i), obtained
the written consent of Holders of all outstanding Registrable Securities and (ii) in the 



    	-16-



    	



    

case of all other provisions hereof, obtained the written
consent of Holders of a majority of the outstanding principal amount of Registrable Securities (excluding any
Registrable Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities
are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding
principal amount of Registrable Securities being tendered or registered; provided, however, that, with respect to any
matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the
written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver,
consent or departure is to be effective.


 


(e) Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified,
return receipt requested), facsimile, or air courier guaranteeing overnight delivery:


 


(i) if to a Holder, at the address
set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture;


 


(ii) if to the Company:



Griffon Corporation

712 Fifth Avenue, 18th Floor


New York, NY 10019

Facsimile: (212) 957-5096

Attention: General Counsel



With a copy to:



Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

Facsimile: (212) 698-3599

Attention: Martin Nussbaum


 


All such notices and communications shall
be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited
in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile; and on the next Business Day, if timely
delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.


 


(f) Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without
limitation, and without the need for an express assignment, subsequent Holders of Registrable Securities; provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent
such successor or assign acquired Registrable Securities from such Holder.


 


(g) Counterparts. This Agreement
may be executed in any number of counterparts (including by facsimile or other method of electronic transmission) and by the parties
hereto in separate counter-




    	-17-



    	



    

parts, each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.


 


(h) Headings. The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 



(i) Governing Law. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW
RULES THEREOF.


 


(j) Severability. In the event that
any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


(k) Entire Agreement. This Agreement
is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights
granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.


 


(l) Third Party Beneficiaries. Each
Holder shall be a third party beneficiary to the agreements made hereunder (excluding those agreements made in Section 6 hereto)
between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the
rights of other Holders hereunder.


 


[Signature Pages Follow]



    	-18-



    	



    

IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	 	GRIFFON CORPORATION	 
	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	 	Name:	Thomas Gibbons	 
	 	 	Title:	Treasurer	 
	 	 	 	 	 
	 	CLOPAY BUILDING PRODUCTS COMPANY, INC.	 
	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	 	Name:	Thomas Gibbons	 
	 	 	Title:	Treasurer	 
	 	 	 	 	 
	 	CLOPAY PLASTIC PRODUCTS COMPANY, INC.	 
	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	 	Name:	Thomas Gibbons	 
	 	 	Title:	Treasurer	 
	 	 	 	 	 
	 	TELEPHONICS CORPORATION	 
	 	 	 
	 	By:	/s/ Douglas J. Wetmore	 
	 	 	Name:	Douglas J. Wetmore	 
	 	 	Title:	Vice President	 
	 	 	 	 	 
	 	AMES TRUE TEMPER, INC.	 
	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	 	Name: 	Thomas Gibbons	 
	 	 	Title:	Treasurer	 




    	-19-



    	



    

	 	ATT SOUTHERN, INC.	 
	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	 	Name:	Thomas Gibbons	 
	 	 	Title:	Treasurer	 
	 	 	 	 	 
	 	CLOPAY AMES TRUE TEMPER HOLDING CORP.	 
	 	 	 
	 	By:	/s/ Thomas Gibbons	 
	 	 	Name: 	Thomas Gibbons	 
	 	 	Title:	Treasurer	 




    	-20-



    	



    

The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the date first above written:


 


DEUTSCHE BANK SECURITIES INC.

Acting on behalf of itself and as the Representative of the several Initial Purchasers


 


	By:	/s/ John Huntington	 
	 	Name: 	John Huntington	 
	 	Title:	Director	 
	 	 	 	 
	By:	/s/ Frank Fazio	 
	 	Name:	Frank Fazio	 
	 	Title:	Managing Director	 




    	-21-



    	



    

SCHEDULE 1


 


Guarantors


 





	Name	 	Jurisdiction of Incorporation
	 	 	 
	Clopay Building Products Company, Inc.	 	Delaware
	Clopay Plastics Products Company, Inc.	 	Delaware
	Telephonics Corporation	 	Delaware
	Ames True Temper, Inc.	 	Delaware
	ATT Southern, Inc.	 	Delaware
	Clopay Ames True Temper Holding Corp.	 	Delaware










    	-22-