Exhibit 4.10


 


	
  NUMBER

  	
  UNITS

  
	
   

  	
   

  



U-__________


	
   

  	
   

  
	
  SEE REVERSE FOR

  	
  GRIFFON CORPORATION

  
	
  CERTAIN DEFINITIONS

  
	
   

  



CUSIP __________


 


UNITS CONSISTING OF SECURITIES


 


THIS
CERTIFIES THAT ________________________________________________________

is the owner of ____________________________________________________________
Units.


 


Each
Unit (“Unit”) consists of [          ] (“Securities”),
of Griffon Corporation, a Delaware corporation (the “Company”).  The terms of the Units are governed by
[Agreement], dated as of [          ], between the Company and [          ], as [         ], and are subject to the terms and
provisions contained therein, all of which terms and provisions the holder of
this certificate consents to by acceptance hereof. Copies of the [Agreement]
are on file at the office of the Transfer Agent at [          ], and are available to any
Securityholder on written request and without cost.


 


This certificate
is not valid unless countersigned by the Transfer Agent and Registrar of the
Company. 

Witness the facsimile seal of the Company and the facsimile signatures of its
duly authorized officers.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEAL

  	
   

  
	
  Chairman of the
  Board/President

  	
   

  	
  Treasurer/Secretary

  



 

















 


(REVERSE OF UNIT
CERTIFICATE)


 


GRIFFON
CORPORATION


 


The Company will furnish without charge to each
Securityholder who so requests, a statement of the powers, designations,
preferences and relative, participating, optional or other special rights of
each Security of the Company and the qualifications, limitations or restrictions
of such preferences and/or rights.


 


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


 


	
  TEN CON —

  	
  as tenants in common

  	
  UNIF GIFT MIN ACT–

  	
   

  	
   Custodian

  	
   

  
	
  TEN ENT —

  	
  as tenants by the entireties

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN —

  	
  as joint tenants with right of

  	
  under Uniform Gifts to Minors Act

  	
   

  
	
   

  	
  survivorship and not as
  tenants

  	
   

  	
  (State)

  
	
   

  	
  in common

  	
   

  



 


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


 


For value received,
_______________________________________ hereby sell, assign and transfer unto


 


	
  PLEASE INSERT
  SOCIAL SECURITY OR OTHER 

  IDENTIFYING NUMBER OF ASSIGNEE

  
	
   

  



 


	
   

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

  
	
   

   

  
	
   

   

  
	
   

   

  
	
  Units represented by the within Certificate, and do
  hereby irrevocably constitute and appoint

  
	
   

   

  
	
  Attorney

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

  



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
  Signature(s) Guaranteed:

  	
   

  



 


	
   

  	
   

  
	
  THE
  SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE

  
	
  GUARANTOR
  INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND

  
	
  LOAN
  ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN

  
	
  APPROVED
  SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT

  
	
  TO
  SEC RULE 17Ad-15).