Exhibit 4.5


 


WARRANT AGREEMENT


 


By and Among


 


GRIFFON CORPORATION


 


and


 


[         
]


 


Agreement made as of [          ]
between GRIFFON CORPORATION, a Delaware corporation, with offices at 100
Jericho Quadrangle, Jericho, New York 11753 (“Company”), and [          ], a [          ] corporation, with offices at [         ] (“Warrant Agent”).


 


WHEREAS, the Company is engaged in a public offering (“Public Offering”)
of warrants (“Warrants”) to public investors, each of such Warrants evidencing
the right of the holder thereof to purchase [          ] (“Securities”), for $[          ] per whole Security, subject to
adjustment as described herein;


 


WHEREAS, the Company has filed with the Securities and Exchange
Commission a Registration Statement on Form S-3, No. 333-[          ] (“Registration Statement”), for the
registration, under the Securities Act of 1933, as amended (“Act”) of, among
other securities, the Warrants and the Securities issuable upon exercise of the
Warrants;


 


WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the
Warrants; and


 


WHEREAS, the Company desires to provide for the form and provisions of
the Warrants, the terms upon which they shall be issued and exercised and the
respective rights, limitation of rights and immunities of the Company, the
Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant 


 

















 


Agent, as
provided herein, the valid, binding and legal obligations of the Company, and
to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:


 


1.                                       Appointment
of Warrant Agent.  The Company hereby
appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the
same in accordance with the terms and conditions set forth in this Agreement.


 


2.                                       Warrants.


 


2.1                                 Form of
Warrant.  Each Warrant shall be issued
to its holder in registered form, and each such holder’s Warrants shall be
represented by a certificate (a “Warrant Certificate”) in substantially the
form of Exhibit A hereto, the provisions of which are incorporated herein
and shall be signed by, or bear the facsimile signature of, the Chairman of the
Board, President, Treasurer or the Secretary of the Company. In the event the
person whose facsimile signature has been placed upon any Warrant Certificate
shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as
if he or she had not ceased to hold such office at the date of issuance.


 


2.2                                 Effect of
Countersignature.  Unless and until
countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall
be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3                                 Registration.


 


2.3.1                        Warrant Register.  The Warrant Agent shall maintain books (“Warrant
Register”) for the registration of original issuance and the registration of
transfer of the Warrants.  Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the
Warrant Agent by the Company.


 


2.3.2                        Registered Holder.  Prior to due presentment for registration of
transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register (“registered holder”) as the absolute owner of such Warrant and of
each Warrant represented thereby (notwithstanding any notation of ownership or
other 


 


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writing on the Warrant Certificate made by
anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.


 


3.                                       Terms and
Exercise of Warrants.


 


3.1                                 Warrant Price.  Each Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the
number of Securities stated therein, at the price of $[          ] per whole Security, subject to the
adjustments provided [in Section 4 hereof and] in the last sentence of
this Section 3.1.  The term “Warrant
Price” as used in this Warrant Agreement refers to the price at which a
Security may be purchased at the time a Warrant is exercised.  The Company in its sole discretion may lower
the Warrant Price at any time prior to the tenth business day prior to the
Expiration Date.


 


3.2                                 Duration of
Warrants.  A Warrant may be exercised
only during the period (“Exercise Period”) commencing on [          ], and terminating at 5:00 p.m.,
New York City time on the earlier of (1) the date fixed for redemption of
the Warrants as provided in Section 6 of this Agreement and (2) [          ] (“Expiration Date”).  Except with respect to the right to receive
the Redemption Price (as set forth in Section 6 hereunder), each Warrant
not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease
at the close of business on the Expiration Date.  The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, that
the Company shall provide notice to registered holders of the Warrants of any
such extension of 20 days or more.


 


3.3                                 Exercise of
Warrants.


 


3.3.1                        Payment.  Subject to the provisions of the Warrant
Certificate and this Warrant Agreement, a Warrant may be exercised by the
registered holder thereof by surrendering the Warrant Certificate,
countersigned by the Warrant Agent, at the office of the Warrant Agent, or, if
applicable, at the office of its successor as Warrant Agent with the
subscription form, as set forth in the Warrant Certificate, duly executed, and
by paying in full the Warrant Price for each full Security as to which the
Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for Security, and the
issuance of the Security, as follows:


 


(a)                                  in
cash; or


 


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(b)                                 by
certified or official bank check payable to the order of the Company; [or


 


(c)                                  through the surrender, in whole but not in
part, of all Warrants held by a holder in exchange for a number of whole
Securities equal to the product of (a) the number of Securities for which
each Warrant is exercisable, and (b) (x) the last reported price per
Security on [          ] on the [                  ] (i) less (ii) the
Warrant Price divided by (y) the last reported price per Security on
[              ] on the [                    ].]


 


3.3.2                      Issuance
of Certificates.  As soon as
practicable after the exercise of any Warrants and the clearance of the funds
in payment of the Warrant Price, the Company shall issue to the registered
holder of such Warrants in book entry form the number of Securities to which
such holder is entitled, registered in such name or names as may be directed by
him, her or it, and if the holder of such Warrants shall not have exercised all
Warrants held by such holder, a new countersigned Warrant Certificate for the
number of Securities as to which such Warrants shall not have been exercised.  Notwithstanding the foregoing, the Company
shall not be obligated to deliver any Securities pursuant to the exercise of a
Warrant and shall have no obligation to settle such Warrant exercise unless a
registration statement under the Act with respect to the Security is effective.
In the event that a registration statement with respect to the Security
underlying a Warrant is not effective under the Act, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no
value and expire worthless. In no event shall the Company be required to net
cash settle the warrant exercise. Warrants may not be exercised by, or
Securities issued to, any registered holder in any state in which such exercise
would be unlawful.


 


3.3.3                      Valid
Issuance.  All Securities issued upon
the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.


 


3.3.4                      Date of
Issuance.  Each person in whose name
any such certificate for Securities is issued shall be deemed for all purposes
to have become the holder of record of such Securities on the date on which the
Warrant was surrendered and payment of the Warrant Price was made; provided,
however, that, if the date of such surrender and payment is a date when the stock
transfer books of the Company are closed, such person shall be deemed to have
become the holder of such Securities at the close of business on the next
succeeding date on which such stock transfer books are open.


 


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4.                                       Adjustments.  [Include appropriate adjustments to the
extent Securities include preferred stock or depositary shares or units
thereof.]


 


4.1                                 Securities
Dividends – Split-Ups.  If after the
date hereof, and subject to the provisions of Section 4.6 below, the
number of outstanding Securities is increased by a Securities dividend payable
in Securities, by a split of Securities, or by any other similar event, then,
on the effective date of such Securities dividend, split-up or similar event,
the number of Securities issuable on exercise of each Warrant shall be
increased in proportion to such increase in outstanding Securities.


 


4.2                                 Aggregation of
Securities.  If after the date
hereof, and subject to the provisions of Section 4.6, the number of outstanding
Securities is decreased by a consolidation, combination, reverse Securities
split or reclassification of securities or any other similar event, then, on
the effective date of such consolidation, combination, reverse Securities
split, reclassification or similar event, the number of Securities issuable on
exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding Securities.


 


4.3                                 Adjustments in
Exercise Price.  Whenever the number
of Securities purchasable upon the exercise of the Warrants is adjusted, as
provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted
(to the nearest cent) by multiplying such Warrant Price immediately prior to
such adjustment by a fraction (x) the numerator of which shall be the
number of Securities purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the
number of Securities so purchasable immediately thereafter.


 


4.4                                 Replacement of
Securities upon Reorganization, etc. 
In case of any reclassification or reorganization of the outstanding
Securities (other than a change covered by Section 4.1 or 4.2 hereof or
that solely affects the par value of such Securities), or in the case of any
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the Securities), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of the Company as an
entirety or substantially as an entirety in connection with which the Company
is dissolved, the Warrant holders shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the Securities immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and
amount of Securities or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation,
or upon a 


 


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dissolution following any such sale or
transfer, that the Warrant holder would have received if such Warrant holder
had exercised his, her or its Warrant(s) immediately prior to such event;
and if any reclassification also results in a change in Securities covered by Section 4.1
or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2,
4.3 and this Section 4.4.  The
provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.


 


4.5                                 Notices of Changes
in Warrant.  Upon every adjustment of
the Warrant Price or the number of Securities issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent,
which notice shall state the Warrant Price resulting from such adjustment and the
increase or decrease, if any, in the number of Securities purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.  Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give
written notice to each Warrant holder, at the last address set forth for such
holder in the warrant register, of the record date or the effective date of the
event.  Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


 


4.6                                 No Fractional
Securities.  Notwithstanding any
provision contained in this Warrant Agreement to the contrary, the Company
shall not issue fractional Securities upon exercise of Warrants.  If, by reason of any adjustment made pursuant
to this Section 4, the holder of any Warrant would be entitled, upon the
exercise of all of such holder’s Warrants, to receive a fractional interest in
a Security, the Company shall, upon such exercise, round up or down to the
nearest whole number the number of the Securities to be issued to the Warrant
holder.


 


4.7                                 Form of
Warrant Certificate.  The form of
Warrant Certificate need not be changed because of any adjustment pursuant to
this Section 4, and Warrants issued after such adjustment may state the
same Warrant Price and the same number of Securities as is stated in the
Warrants initially issued pursuant to this Agreement.  However, the Company may at any time in its
sole discretion make any change in the form of Warrant Certificate that the
Company may deem appropriate and that does not affect the substance thereof,
and any Warrant Certificate thereafter issued or countersigned, whether in
exchange or substitution for an outstanding Warrant Certificate or otherwise,
may be in the form as so changed.


 


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5.                                       Transfer and
Exchange of Warrants.


 


5.1                                 Registration of
Transfer.  The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of the Warrant Certificate representing such
Warrant, for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer.  Upon any such transfer, a new Warrant
Certificate representing an equal aggregate number of Warrants shall be issued
and the old Warrant Certificate shall be cancelled by the Warrant Agent.  The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


 


5.2                                 Procedure for
Surrender of Warrant Certificates. 
Warrant Certificates may be surrendered to the Warrant Agent, together
with a written request for exchange or transfer, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrant Certificates as
requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants represented by such Warrant Certificate;
provided, however, that in the event that a Warrant Certificate surrendered for
transfer bears a restrictive legend, the Warrant Agent shall not cancel such
Warrant Certificate and issue new Warrant Certificate(s) in exchange
therefor until the Warrant Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the new
Warrant Certificate(s) must also bear a restrictive legend.


 


5.3                                 Fractional Warrants.  The Warrant Agent shall not be required to effect
any registration of transfer or exchange which would result in the issuance of
a warrant certificate for a fraction of a Warrant.


 


5.4                                 Service Charges.  No service charge shall be made for any
exchange or registration of transfer of Warrants.


 


5.5                                 Warrant Execution
and Countersignature.  The Warrant
Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Warrant Certificates required to be issued
pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrant
Certificates duly executed on behalf of the Company for such purpose.


 


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6.                                       Redemption.


 


6.1                                 Redemption.  Not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time while they are
exercisable and prior to their expiration, if and only if an effective
registration statement with respect to the Redeemable Warrants has been filed
with the Commission, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2, at the price of $[          ] per Warrant (“Redemption Price”),
provided that the last sales price of the Security has been at least $[          ] per Security, on each of [         ] trading days within any [          ] trading-day period ending on the
third business day prior to the date on which notice of redemption is given.


 


6.2                                 Date Fixed for, and
Notice of, Redemption.  In the event
the Company shall elect to redeem all of the Warrants, the Company shall fix a
date for the redemption.  Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than [          ] days prior to
the date fixed for redemption to the registered holders of the Warrants to be
redeemed at their last addresses as they shall appear on the registration
books.  Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the registered holder received such notice.


 


6.3                                 Exercise After
Notice of Redemption.  The Warrants
may be exercised in accordance with Section 3.3.1 of this Agreement at any
time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the time and date fixed for redemption.
On and after the redemption date, the record holder of the Warrants shall have
no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.


 


7.                                       Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1                                 No Rights as
Stockholder.  A Warrant does not
entitle the registered holder thereof to any of the rights of a Securityholder
of the Company, including, without limitation, the right to receive dividends,
or other distributions, exercise any preemptive rights to vote or to consent or
to receive notice as Securityholders in respect of the meetings of
Securityholders or the election of directors of the Company or any other matter.


 


7.2                                 Lost, Stolen,
Mutilated, or Destroyed Warrants.  If
any Warrant Certificate is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they
may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant Certificate of
like denomination, tenor and 


 


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date as the Warrant Certificate so lost,
stolen, mutilated or destroyed.  Any such
new Warrant Certificate shall constitute a substitute contractual obligation of
the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant Certificate shall be at any time enforceable by anyone.


 


7.3                                 Reservation of
Securities.  The Company shall at all
times reserve and keep available a number of its authorized but unissued
Securities that will be sufficient to permit the exercise in full of all
outstanding Warrants issued pursuant to this Agreement.


 


7.4                                 Registration of
Securities.  The Company agrees that
prior to the commencement of the Exercise Period, it shall have filed with the
Securities and Exchange Commission a registration statement (or post-effective
amendment to the Registration Statement) for the registration, under the Act,
of, and it shall use its best efforts to take such action as is necessary to
qualify for sale, in those states in which the Warrants were initially offered
by the Company, the Securities issuable upon exercise of the Warrants.  The Company shall use its best efforts to
cause the same to become effective and to maintain the effectiveness of such
registration statement until the expiration of the Warrants in accordance with
the provisions of this Agreement.


 


8.                                       Concerning
the Warrant Agent and Other Matters.


 


8.1                                 Payment of Taxes.  The Company shall from time to time promptly
pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Security upon the exercise of
Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such Security.


 


8.2                                 Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1                        Appointment of Successor
Warrant Agent.  The Warrant Agent, or
any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty
(60) days’ notice in writing to the Company. 
If the office of the Warrant Agent becomes vacant by resignation or
incapacity to act or otherwise, the Company shall appoint in writing a
successor Warrant Agent in place of the Warrant Agent.  If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in writing of
such resignation or incapacity by the Warrant Agent or by the holder of the
Warrant (who shall, with such notice, submit his Warrant for inspection by the
Company), then the holder of any Warrant may apply to the courts of the State
of [                ] for the appointment
of a successor Warrant Agent at the Company’s cost.  Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation 


 


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organized and existing under the laws of the
State of [                ], and
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority.  After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities,
duties and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or
deed.  If for any reason it becomes
necessary or appropriate, the predecessor Warrant Agent shall execute and
deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent, the Company shall make, execute, acknowledge and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties and obligations.


 


8.2.2                        Notice of Successor Warrant
Agent.  In the event a successor
Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Security not later
than the effective date of any such appointment.


 


8.2.3                        Merger or Consolidation of
Warrant Agent.  Any corporation into
which the Warrant Agent may be merged or with which it may be consolidated or
any corporation resulting from any merger or consolidation to which the Warrant
Agent shall be a party shall be the successor Warrant Agent under this
Agreement without any further act.


 


8.3                                Fees
and Expenses of Warrant Agent.


 


8.3.1                        Remuneration.  The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and
shall reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2                        Further Assurances.  The Company agrees to perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


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8.4                                 Liability of
Warrant Agent.


 


8.4.1                        Reliance on Company
Statement.  Whenever in the
performance of its duties under this Warrant Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
statement signed by the President, Chief Executive Officer or Chairman of the
Board of the Company and delivered to the Warrant Agent.  The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.


 


8.4.2                        Indemnity.  The Warrant Agent shall be liable hereunder
only for its own negligence, willful misconduct or bad faith.  The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent’s negligence, willful misconduct or bad faith.


 


8.4.3                        Exclusions.  The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; [nor shall
it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such
adjustment;] nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
Securities to be issued pursuant to this Agreement or any Warrant or as to
whether any Securities will when issued be valid and fully paid and
nonassessable.


 


8.5                                 Acceptance of
Agency.  The Warrant Agent hereby
accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and, among other things, shall
account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all moneys received by the
Warrant Agent for the purchase of Securities through the exercise of Warrants.


 


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9.                                       Miscellaneous
Provisions.


 


9.1                                 Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


 


9.2                                 Notices.  Any notice, statement or
demand authorized by this Warrant Agreement to be given or made by the Warrant
Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery, upon confirmation of receipt if delivered by
facsimile or if sent by certified mail or private courier service within five
days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent), as follows:


 


Griffon
Corporation


100 Jericho
Quadrangle


Jericho, New York 11753


Attn:    Chief
Financial Officer


Facsimile:  (516) 938-5644


 


Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Warrant or by the Company to or on the
Warrant Agent shall be sufficiently given when so delivered if by hand or
overnight delivery, upon confirmation of receipt if delivered by facsimile or
if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:


 


[Address of Warrant Agent]


 


with a copy in each case to:


 


Dechert LLP


1095 Avenue of
the Americas


New York, New
York 10036


Attn:    Martin
Nussbaum


Facsimile:  (212) 698-3599


 


9.3                                 Applicable law.  The validity, interpretation, and performance
of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York.  The
Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced
in the courts of the State of New York or the United States District Court for
the Southern District of New York, and irrevocably submits to such
jurisdiction, which 


 


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jurisdiction shall be exclusive.  The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient
forum.  Any such process or summons to be
served upon the Company may be served by transmitting a copy thereof by
registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 9.2 hereof.  Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or
claim.


 


9.4                                 Persons Having Rights
under this Agreement.  Nothing in
this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the parties hereto and the registered
holders of the Warrants and, for the purposes of Sections 7.4 and 9.2
hereof, any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof.  All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the registered holders of the Warrants.


 


9.5                                 Examination of the
Warrant Agreement.  A copy of this
Agreement shall be available at all reasonable times at the office of the
Warrant Agent in The City and State of New York, for inspection by the
registered holder of any Warrant.  The
Warrant Agent may require any such holder to submit his Warrant for inspection
by it.


 


9.6                                 Counterparts.  This Agreement may be executed in any number
of original or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


 


9.7                                 Effect of Headings.  The Section headings herein are for
convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


9.8                                 Amendments.  This Agreement may be amended
by the parties hereto without the consent of any registered holder for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the
parties may deem necessary or desirable and that the parties deem shall not to
materially and adversely affect the interest of the registered holders.  All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise
Period, shall require the written consent of the registered holders of a
majority of the then outstanding Warrants. 
Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend 


 


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the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
respectively, without the consent of the registered holders.


 


9.9                                 This Agreement does
not constitute an agreement for a partnership or joint venture among the
parties.  The Warrant Agent shall act
hereunder as agent of the Company solely to the limited extent set forth in
this Agreement, but shall not assume any fiduciary duties to, or have any
rights, power or authority on behalf of, the Company or any of its affiliates,
equity holders or creditors or of any other person or entity not expressly set
forth in this Agreement.  Any duties of
the Warrant Agent arising out of its engagements pursuant to this Agreement
shall be owed solely to the Company.  No
party shall make any commitments with third parties that are binding on any
other party without such other party’s prior written consent, and none of the
Warrant Agent, employees, or representatives or contractors of the Warrant
Agent shall be deemed to be employees of the Company or any of its affiliates.


 


9.10                           Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement is intended or shall be construed to give any rights, benefits,
remedies or claims under or by reason of this Agreement or any part thereof to
anyone other than the Warrant Agent and the Company, and the duties and
responsibilities undertaken pursuant to this Agreement shall be for the sole
and exclusive benefit of the Warrant Agent and the Company.


 


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IN WITNESS
WHEREOF, this Agreement has been duly executed by the parties hereto as of the
day and year first above written.


 


	
   

  	
  GRIFFON CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [                                    ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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