Exhibit 4.7


 


	
  RIGHTS
  CERTIFICATE #:

  	
   

  	
  NUMBER OF RIGHTS

  



 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE
SET FORTH IN THE COMPANY’S PROSPECTUS DATED [          ] (THE “PROSPECTUS”) AND ARE
INCORPORATED HEREIN BY REFERENCE.  COPIES
OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM [          ], THE INFORMATION AGENT.


 


Griffon Corporation


Incorporated under the laws of the State of Delaware


 


[TRANSFERABLE] SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing [Transferable] Subscription Rights to Purchase Securities of
Griffon Corporation


	
  Subscription Price:    $[      ]
  per Security

  	
  CUSIP #: [      ]

  



 


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
NEW YORK CITY TIME, ON [          ],
UNLESS EXTENDED BY THE COMPANY


 


REGISTERED


OWNER:


 


THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner
of the number
of [transferable] subscription rights (“Rights”) set forth above. Each whole
Right entitles the holder thereof to subscribe for and purchase [       ]
Securities of
Griffon Corporation, a Delaware corporation, at a subscription price of $[        ] 
per share (the “Basic Subscription Right”),  pursuant to a rights offering (the “Rights Offering”), on the
terms and subject to the conditions set forth in the Prospectus.  [If any Securities available for purchase in the Rights
Offering are not purchased by other holders of Rights pursuant to the exercise
of their Basic
Subscription Right (the “Remaining Securities”), any Rights holder that
exercises its Basic Subscription Right in full may subscribe for a number of
Remaining Securities in an amount equal to up to [         ]% of the Securities for which it was
otherwise entitled to subscribe (calculated prior to the exercise of any
Rights) pursuant to the terms and conditions of the Rights Offering, subject to
proration, as described in the Prospectus (the “Over-Subscription Right”).]   [Each Rights holder must represent to us
that, (1) after giving effect to the exercise of its Rights, it will not
beneficially own, as determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, more than [          ]% of the Company’s outstanding
Securities (calculated immediately upon closing of the Rights Offering) and (2) if
it already beneficially owns, as determined in accordance with Rule 13d-3
of the Securities Exchange Act of 1934, as amended, in excess of [         ]% of the Company’s outstanding
Securities it will not, via the exercise of the Rights, increase its
proportionate interest in the Company’s Securities].  The Rights represented by this Subscription
Rights Certificate may be exercised by completing Form 1 and any other
appropriate forms on the reverse side hereof and by returning the full payment of the subscription
price for each Security in accordance with the instructions set forth in Form 1
hereto and the Prospectus.


 


This Subscription Rights
Certificate is not valid unless countersigned by the subscription agent and
registered by the registrar. Witness the seal of Griffon Corporation and the
signatures of its duly authorized officers.


 


Dated:


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Chairman of the
  Board/President

  	
   

  	
  Treasurer/Secretary

  



 

















 


DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


 


	
  Delivery other than in the manner or to the addresses listed below
  will not constitute valid delivery.

  
	
   

  	
   

  	
   

  
	
  If
  delivering by hand:

  	
   

  	
  If
  delivering by mail or overnight courier:

  
	
  [Address of Subscription Agent]

  	
   

  	
  [Address of Subscription Agent]

  



 


PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


 


FORM 1-EXERCISE OF
SUBSCRIPTION RIGHTS


 


To
subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign
under Form 4 below.  [To subscribe
for Securities pursuant to your
Over-Subscription Right, please also complete line (b) and sign under Form 4 below.  To the extent you subscribe for more
Securities than you are entitled under either the Basic Subscription Right or
the Over-Subscription Right, you will be deemed to have elected to purchase the
maximum number of Securities for which you are entitled to subscribe under the
Basic Subscription Right or Over-Subscription Right, as applicable].


 


(a) EXERCISE OF BASIC
SUBSCRIPTION RIGHT:


 


I
apply for _______________ Securities x $ [         ]          =   $_____________


(no. of new Securities)         (subscription
price)     (amount enclosed)


 


[(b) EXERCISE OF
OVER-SUBSCRIPTION RIGHT


 


If you
have exercised your Basic Subscription Right in full and wish to subscribe for
additional Securities in an amount equal to up to [     ]% of the Securities for which you are
otherwise entitled to subscribe pursuant to your Over-Subscription Right:


 


I
apply for _______________ Securities x $ [         ]          =   $_____________


(no. of new Securities)         (subscription
price)     (amount enclosed)


 


(c) Total Amount of
Payment Enclosed   =   $___________________]


 


METHOD OF PAYMENT (CHECK ONE)


 


	
   ̈

  	
   

  	
  Check or bank draft drawn
  on a U.S. bank, or postal telegraphic or express.

  
	
   

  	
   

  	
   

  
	
   ̈

  	
   

  	
  Money order payable to “[            ],
  as Subscription Agent.” Funds paid by an uncertified check may take at least
  five business days to clear.

  
	
   

  	
   

  	
   

  
	
   ̈

  	
   

  	
  Wire transfer of immediately available funds
  directly to the account maintained by [            ], as Subscription Agent, for purposes of
  accepting subscriptions in this Rights Offering at [            ], with reference to the rights holder’s
  name.

  



 


[FORM 
2-TRANSFER TO DESIGNATED TRANSFEREE


 


To transfer your subscription
rights to another person, complete this Form 2 and have your signature
guaranteed under Form 5.


 


For value received _______________
of the subscription rights represented by this Subscription Rights Certificate
are assigned to:


	
   

  
	
   

  
	
   

  



 


	
  Social Security #

  	
   

  



 


	
  Signature(s):

  	
   

  



 


IMPORTANT: The signature(s) must
correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular,
without alteration or enlargement, or any other change whatsoever.]


 


FORM 3-DELIVERY
TO DIFFERENT ADDRESS


 


If
you wish for the Securities underlying your subscription rights, a certificate
representing unexercised subscription rights or the proceeds of any sale of
subscription rights to be delivered to an address different from that shown on
the face of this Subscription Rights Certificate, please enter the alternate
address below, sign under Form 4 and have your signature guaranteed under Form 5.


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


FORM 4-SIGNATURE


 


[TO
SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights
Offering and I hereby irrevocably subscribe for the number of Securities
indicated above on the terms and conditions specified in the Prospectus.  By signing below I confirm that (1) after
giving effect to the exercise of my Rights, I will not beneficially own, as
determined in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended, more than [        
]% of the Company’s Securities (calculated immediately upon the closing
of the rights offering) and (2), if I already beneficially own, as determined
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, in excess of [          ]% of
the Company’s outstanding Securities I will not, via the exercise of the
Rights, increase my proportionate interest in the Company’s Securities (with
respect to (1) or (2), any such excess shares, the “Excess Securities”).  With respect to any such Excess Securities, I
hereby (1) irrevocably appoint and constitute the Company, each of its
authorized officers and their designees, and each of them, with full power of
substitution, as my proxy and attorney in fact with full authority to vote and
act by written consent with respect to any such Excess Securities on any matter
submitted to shareholders for a vote or action by written consent, in the
discretion of such proxy, to the same extent I would have the power to vote or
act by written consent and (2) grant the Company a right for [          ] days from the closing of the rights
offering to repurchase such Excess Securities at the lesser of the $[         ] per Security subscription price and
the closing price of the Company’s Securities on the New York Stock Exchange on
the trading day immediately prior to the date on which notice is sent to the
holder of the Company’s intent to exercise such right, which notice must be
sent prior to the expiration of such [        
] day period.  I agree to
cooperate with the Company and provide to the Company any and all information
requested by the Company in connection with the exercise of the rights granted
in the previous sentence.]


 


	
  Signature(s):

  	
   

  



 


IMPORTANT:
The signature(s) must correspond with the name(s) as printed on the
reverse of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change whatsoever.


 


FORM 5-SIGNATURE
GUARANTEE


 


This
form must be completed if you have completed any portion of Forms 2 or 3.


 


	
  Signature Guaranteed:

  	
   

  
	
  (Name of Bank or Firm)

  
	
   

  
	
  By:

  	
   

  
	
  (Signature of Officer)

  
			



 


IMPORTANT:  The signature(s) should be guaranteed by
an eligible guarantor institution (bank, stock broker, savings & loan
association or credit union) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


 


FOR INSTRUCTIONS ON THE USE
OF GRIFFON CORPORATION SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT [          ],
THE INFORMATION AGENT, AT [          ].