Form of Securities Purchase Agreement



 EXHIBIT 4.1 
 SECURITIES PURCHASE AGREEMENT 
  
 SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 5, 2004, by and among Tejon Ranch Co., a Delaware corporation, with headquarters located at 4436 Lebec Road, Post Office Box 1000, Lebec, California
93243 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). 
  
 WHEREAS: 
  
 A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities
registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission
(the “SEC”) under the 1933 Act; 
  
 B. Each Buyer
wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) that aggregate number of shares of the common stock, $0.50 par value per share, of the Company (the “Common Stock”), set
forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (which aggregate amount for all Buyers together shall be 1,234,187 shares of Common Stock and shall collectively be referred to herein as the “Common
Shares”), (ii) a right to acquire up to that number of additional shares of Common Stock set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, in substantially the form attached hereto as Exhibit A-1 (the
“First Additional Investment Rights”), and (iii) a right to acquire up to that number of additional shares of Common Stock set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers, in substantially the form
attached hereto as Exhibit A-2 (the “Second Additional Investment Rights”, and together with the First Additional Investment Rights, the “Additional Investment Rights”) (as exercised, collectively, the
“Additional Investment Right Shares”); 
  
 C.
Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the “Registration Rights
Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Common Shares and the Additional Investment Right Shares under the 1933 Act and the rules and regulations promulgated
thereunder, and applicable state securities laws; 
  
 D. The
Common Shares, the Additional Investment Rights and the Additional Investment Right Shares collectively are referred to herein as the “Securities”. 
  
 NOW, THEREFORE, the Company and each Buyer hereby agree as follows: 
  
 1. PURCHASE AND SALE OF COMMON SHARES AND ADDITIONAL INVESTMENT
RIGHTS. 
  
 a. Purchase of Common Shares
and Additional Investment Rights. 







 Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7
below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer’s name
in column (3) on the Schedule of Buyers, along with the Additional Investment Rights to acquire up to that number of Additional Investment Right Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (the
“Closing”). The Closing shall occur on the Closing Date at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022. 
  
 b. Purchase Price. The purchase price for the Common Shares and related Additional Investment Rights
to be purchased by each Buyer at the Closing shall be the amount set forth opposite such Buyer’s name in column (6) of the Schedule of Buyers (the “Purchase Price”), which shall be equal to the amount of $32.41 per Common Share
and related Additional Investment Rights, for an aggregate purchase price to the Company of $40 million. 
  
 c. Closing Date. The date and time of the Closing (the “Closing Date”) shall be 9:00 a.m., New York City Time, on
May 6, 2004 after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below (or such later date as is mutually agreed to by the Company and each Buyer). 
  
 d. Form of Payment. On the Closing Date, (i) each
Buyer shall pay its Purchase Price to the Company for the Common Shares and the Additional Investment Rights to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s
written wire instructions, and (ii) the Company shall deliver to each Buyer (A) one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 2(g) hereof), evidencing the number of
Common Shares such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers, duly executed on behalf of the Company and registered on the transfer books of the Company in the name of such Buyer, (B)
the First Additional Investment Rights pursuant to which such Buyer shall have the right to acquire such number of Additional Investment Right Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers, duly
executed on behalf of the Company and registered in the name of such Buyer and (C) the Second Additional Investment Rights pursuant to which such Buyer shall have the right to acquire such number of Additional Investment Right Shares as set forth
opposite such Buyer’s name in Column (5) of the Schedule of Buyers, duly executed on behalf of the Company and registered in the name of such Buyer. 
  
 2. BUYER’S REPRESENTATIONS AND WARRANTIES. 
  
 Each Buyer represents and warrants with respect to only itself that: 
  
 a. No Public Sale or Distribution. Such Buyer is (i) acquiring the Common Shares and the Additional
Investment Rights and (ii) upon exercise of the Additional Investment Rights will acquire the Additional Investment Right Shares issuable upon exercise thereof, in the ordinary course of business for its own account and not with a view towards, or
for resale in connection with, the public sale or distribution thereof, except pursuant to sales 
  
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 registered or exempted under the 1933 Act and such Buyer does not have a present arrangement to effect
any distribution of the Securities to or through any person or entity; provided, however, that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the
right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. 
  
 b. Accredited Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D. 
  
 c. Reliance on
Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in
part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and
the eligibility of such Buyer to acquire the Securities. 
  
 d. Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the
Securities which have been requested by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or
its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and warranties contained herein. Such Buyer understands that its investment in the Securities involves a
high degree of risk and is able to afford a complete loss of such investment. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the
Securities. 
  
 e. No Governmental Review.
Such Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities. 
  
 f. Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have
not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company
an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C)
such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, or a successor rule thereto (collectively,
“Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 
  
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 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person
(as defined in Section 3(r)) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding
the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder,
and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation,
this Section 2(f). 
  
 g. Legends. Such
Buyer understands that the certificates or other instruments representing the Common Shares and the Additional Investment Rights and, until such time as the resale of the Common Shares and the Additional Investment Right Shares have been registered
under the 1933 Act as contemplated by the Registration Rights Agreement, the stock certificates representing the Additional Investment Right Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any
state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates): 
  
 [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES. 
  
 h. Validity; Enforcement.
This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable 
  
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 against such Buyer in accordance with their respective terms, except as such enforceability may be
limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

  
 i. No Conflicts. The execution,
delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents
of such Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of
clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations
hereunder. 
  
 j. Residency. Such Buyer is
a resident of that jurisdiction specified below in its address on the Schedule of Buyers. 
  
 k. Disclosure. Each Buyer acknowledges and agrees that neither the Company nor any Person on behalf of the Company is making or has
made any representations or warranties, orally or in writing, to such Buyer with respect to the Company and its business or the transactions contemplated hereby other than those representations and warranties specifically set forth in the
Transaction Documents (as defined below). 
  
 3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 
  
 The Company represents and warrants to each of the Buyers that: 
  
 a. Organization and Qualification. Each of the Company and its “Significant Subsidiaries” (as defined below) are duly organized and validly existing in good standing under the laws of the
jurisdiction in which they are incorporated or organized, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted. Each of the Company and its Significant Subsidiaries is duly
qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to
be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, (i) ”Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of
operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby and by the other Transaction Documents (as defined below) or by the agreements and instruments to be
entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents, (ii) ”Person” means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof, (iii) ”Subsidiary” means any Person in which 
  
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 the Company, directly or indirectly, owns at least 25% of the outstanding capital stock or holds an
equity or similar interest representing at least 25% of the outstanding equity or similar interests of such Person, and (iv) ”Significant Subsidiary” means those Subsidiaries set forth on Schedule 3(a), the collective
revenues of which constitute at least 90% of the revenues of the Company. 
  
 b. Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the
Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Additional Investment Rights and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement
(collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of
the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Common Shares and the Additional Investment Rights and the reservation for issuance and the issuance of the Additional Investment Right Shares
issuable upon exercise thereof have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other
Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such
enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies. 
  
 c. Issuance of Securities.
The Common Shares and the Additional Investment Rights are duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued and free from all taxes and Liens with respect to the issue thereof, and the Common Shares are
fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Common Stock. As used in this Agreement, “Lien” means any lien, charge, claim, mortgage, security interest, encumbrance, right of
first refusal or other restriction. As of the Closing Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock which equals the number of Additional Investment Right Shares. The Company shall, so long
as any of the Additional Investment Rights are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the exercise of the Additional Investment
Rights, 100% of the number of shares of Common Stock issuable upon exercise of the Additional Investment Rights. Upon exercise in accordance with the Additional Investment Rights, the Additional Investment Right Shares will be validly issued, fully
paid and nonassessable and free from all taxes and Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance by the Company of the Securities is exempt from registration
under the 1933 Act, assuming the accuracy of the representations and warranties of the Buyers contained in Section 2 hereof. 
  
 d. No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the 
  
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 Common Shares and Additional Investment Rights and reservation for issuance and issuance of the
Additional Investment Right Shares) will not: (i) result in a violation of the Certificate of Incorporation (as defined below) or Bylaws (as defined below) or any of the organizational documents or bylaws of any of its Subsidiaries, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a material violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and
regulations of the New York Stock Exchange (the “Principal Market”)) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. 

 
 e. Consents. Except for (i) the listing of the
Common Shares and Additional Investment Right Shares with the Principal Market, (ii) the filing of Form D pursuant to Rule 503 of the 1933 Act, and (iii) the filing of the Registration Statement as contemplated by the Registration Rights Agreement,
the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory agency or any other Person in order for it to execute, deliver or perform any of
its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the
preceding sentence have been obtained or effected on or prior to the Closing Date. The Company and its Subsidiaries are unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration,
application or filings pursuant to the preceding sentence. 
  
 f. Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer, with the exception of Third Avenue Trust, is acting solely in the capacity of arm’s
length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144) or
(iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company
further acknowledges that no Buyer, with the exception of Third Avenue Trust, is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated
hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the
Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. 
  
 g. No General Solicitation. Neither the Company, nor
any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company
acknowledges that it has engaged Credit Suisse First Boston as placement agent (the “Agent”) in connection with the sale of the Securities. 
  
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 Other than the Agent, the Company has not engaged any placement agent or other agent in connection with
the sale of the Securities. 
  
 h. No
Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of any of the Securities under the 1933 Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder
approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. None of the Company, its Subsidiaries, their
affiliates and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Securities under the 1933 Act or cause the offering of the Securities to be integrated
with other offerings. 
  
 i. Application of
Takeover Protections. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. 
  
 j. SEC Documents; Financial Statements. Since January 1, 2003, the Company has timely filed all reports, schedules, forms,
statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein
and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyers or their respective representatives true,
correct and complete copies of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in
all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be
condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). After giving effect to the 8-K Filing (as defined below), no other information provided by or on behalf 
  
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 of the Company to the Buyers which is not included in the SEC Documents, including, without limitation,
information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are
or were made, not misleading. 
  
 k. Absence
of Certain Changes. Since January 1, 2004, there has been no material adverse change in the business, properties, operations, condition (financial or otherwise), or results of operations of the Company or its Subsidiaries. Since January 1, 2004,
the Company has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, in excess of $5,000,000 outside of the ordinary course of business, or (iii) had capital expenditures, individually or in the aggregate,
in excess of $5,000,000. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or
any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not as of the date hereof and, after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined
below). For purposes of this Section 3(k), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as defined in Section
3(r)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would
be beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted. 
  
 l. No Undisclosed Events, Liabilities, Developments or
Circumstances. No event, liability, development or circumstance has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be
disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced. 
  
 m. Conduct of Business; Regulatory Permits. Neither
the Company nor its Subsidiaries is in violation of any term of or in default under the Certificate of Incorporation or Bylaws or their organizational documents or bylaws, respectively. Neither the Company nor any Subsidiary is in violation of any
judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting
the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the
Common Stock by the Principal Market in the foreseeable future. Since January 1, 2003, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or
the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. The Company and its 
  
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 Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct their respective businesses, except (i) with respect to future development of property and (ii) where the failure to possess such certificates, authorizations or permits would not have,
individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

  
 n. Foreign Corrupt Practices. Neither
the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company (i) used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate
funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or
domestic government official or employee. 
  
 o.
Sarbanes-Oxley Act. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC
thereunder that are effective as of the date hereof, except where such noncompliance would not have, individually or in the aggregate, a Material Adverse Effect. 
  
 p. Transactions With Affiliates. Except as set forth in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2003 and the Company’s proxy statement set forth on Schedule 14-A as filed on April 5, 2004, none of the officers, directors or employees of the Company is presently a party to any transaction with the Company or
any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a
substantial interest or is an officer, director, trustee or partner. 
  
 q. Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 30,000,000 shares of Common Stock, of which as of the date hereof, 14,555,222 shares are issued and
outstanding, 1,665,514 shares have been granted or are reserved for issuance pursuant to the Company’s stock option and purchase plans and no shares are reserved for issuance pursuant to securities (other than the Additional Investment Rights)
exercisable or exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. No shares of the Company’s capital stock are
subject to preemptive rights or any other similar rights or any Liens suffered or permitted by the Company; there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, 
  
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 understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to
issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or
exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the
Company; there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement); there are no outstanding
securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may
become bound to redeem a security of the Company or any of its Subsidiaries; there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; the Company does not have
any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents (as defined
herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or any Subsidiary’s respective businesses and which, individually or in the aggregate, do not or would not have a Material
Adverse Effect. The Company has furnished or made available to the Buyer true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of
Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, Common Stock and the
material rights of the holders thereof in respect thereto. 
  
 r. Indebtedness. Except as disclosed in Schedule 3(r), neither the Company nor any of its Subsidiaries has any outstanding Indebtedness (as defined below). Schedule 3(r) provides a detailed
description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued,
undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds
and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness
created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of
the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting
principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the
payment of such indebtedness, and (H) all 
  
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 Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in
clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation
of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto. 
  
 s. Absence of Litigation. Except as disclosed in the “Legal Proceedings” section of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2003, there is no material action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or,
to the knowledge of the Company, threatened against or affecting the Company, the Common Stock or any of its Subsidiaries or any of the Company’s or the Company’s Subsidiary’s officers or directors in their capacities as such.

  
 t. Insurance. The Company and each of
its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its
Subsidiaries are engaged. Neither the Company nor any Subsidiary has been refused any insurance coverage sought or applied for since January 1, 2003 and neither the Company nor any Subsidiary has any reason to believe that it will not be able to
renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. 
  
 u. Employee Relations. (i) Neither the Company nor
any of its Subsidiaries is a party to any collective bargaining agreement or to its knowledge employs any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer of the
Company (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company or otherwise terminate such officer’s employment with the Company. No executive officer of the Company, to the knowledge
of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any
restrictive covenant, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. 
  
 (ii) The Company and its Subsidiaries are in compliance with
all federal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect. 
  
 v. Title. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property 
  
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 owned by them which is material to the business of the Company and its Subsidiaries, in each case free
and clear of all Liens and defects except as disclosed on Schedule 3(v) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of
its Subsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use
made and proposed to be made of such property and buildings by the Company and its Subsidiaries. 
  
 w. Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights (“Intellectual
Property Rights”) necessary to conduct their respective businesses as now conducted. None of the Company’s Intellectual Property Rights have expired or terminated, or are expected to expire or terminate within three years from the date
of this Agreement. The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the
Company, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. The Company is unaware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions
or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights. 
  
 x. Environmental Laws. The Company and its Subsidiaries (i) are in compliance with any and all
Environmental Laws (as hereinafter defined), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, except with respect to future development of
property, and (iii) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or
in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous
substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as
well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. 
  
 y. Subsidiary Rights. Except as set forth on Schedule
3(y), the Company has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries. 
  
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 z. Tax Status. The Company and each of its Subsidiaries (i) has made or filed all
federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. 
  
 aa. Internal Accounting and Disclosure Controls. The
Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities
is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate
action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1934 Act) that are effective in ensuring that information required to be disclosed by the
Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed
in to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers
and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. 
  
 bb. Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or
their respective agents or counsel with any information that constitutes or might constitute material, nonpublic information. The Company understands and confirms that each of the Buyers will rely on the foregoing representation and warranty in
effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company, its business and the transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on behalf of the
Company are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not
misleading. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2. 
  
 4. COVENANTS. 
  
 a. Reasonable Best Efforts. Each party shall use its
reasonable best efforts timely to satisfy each of the covenants and the conditions to be satisfied by it as provided in Sections 5, 6 and 7 of this Agreement. 
  

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 b. Form D and Blue Sky. The Company agrees to file a Form D with respect to the
Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to
obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such
qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable
securities or “Blue Sky” laws of the states of the United States following the Closing Date. 
  
 c. Reporting Status. For so long as the Company is required to maintain the effectiveness of the Registration Statement under the
Registration Rights Agreement (the “Reporting Period”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required to
file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would otherwise permit such termination. 
  
 d. Use of Proceeds. The Company will use the proceeds from the sale of the Securities for working capital purposes and not for the
redemption or repurchase of any of its equity securities. 
  
 e. Financial Information. The Company agrees to send the following to each Investor during the Reporting Period: (i) unless the following are filed with the SEC through EDGAR and are available to the public
through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any registration statements (other than
on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries, and (iii) copies of any notices and other information
made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders. As used herein, “Business Day” means any day other than Saturday, Sunday or
other day on which commercial banks in The City of New York are authorized or required by law to remain closed. 
  
 f. Listing. The Company shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration
Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, so long as any other shares of Common
Stock shall be so listed, such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. The Company shall maintain the Common Stock’s authorization for listing on the Principal Market.
Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 4(f). 
  
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 g. Fees. At the Closing, the Company shall pay a maximum expense allowance of
$50,000 (in addition to amounts previously paid in connection with due diligence expenses) to Smithfield Fiduciary LLC (a Buyer) or its designee(s), which amount shall be withheld by such Buyer from its Purchase Price at the Closing. The Company
shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby,
including, without limitation, any fees or commissions payable to the Agent. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and
out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in this Agreement or in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with
the sale of the Securities to the Buyers. 
  
 h.
Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by an Investor (as defined in the Registration Rights Agreement) in connection with a bona fide margin agreement or other loan or financing
arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company
with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(f) of this Agreement; provided that an Investor and its pledgee shall be
required to comply with the provisions of Section 2(f) of this Agreement in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the
Securities may reasonably request in connection with a pledge of the Securities to such pledgee by an Investor. 
  
 i. Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on the
first Business Day after execution of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on the second Business
Day following the date of execution of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching the
material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each Additional Investment Right and the Registration Rights Agreement) as exhibits to such filing (such filing
including all attachments, the “8-K Filing”). The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material,
nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section without the express written consent of such Buyer. In the event of a breach of
the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a
public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors,
employees or agents. No Buyer 
  
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Purchase Agreement] 







 shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers,
directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby;
provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing
and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company
in connection with any such press release or other public disclosure prior to its release). 
  
 j. Additional Registration Statements. Until the date that the Registration Statement (as defined in the Registration Rights
Agreement) is first declared effective by the SEC (the “Effective Date”), the Company will not file a registration statement under the 1933 Act relating to securities that are not the Securities. 
  
 k. Corporate Existence. So long as any Buyer
beneficially owns any Additional Investment Rights, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or
substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is
a publicly traded corporation whose common stock is quoted on or listed for trading on the Principal Market, the American Stock Exchange or the Nasdaq National Market. 
  
 l. Reservation of Shares. The Company shall take all action necessary to at all times have
authorized, and reserved for the purpose of issuance, from and after the Closing Date, the number of shares of Common Stock issuable upon exercise of the Additional Investment Rights being issued at the Closing in conformity with Section 3(c).

  
 m. Additional Issuances of Securities.

  
 (i) For purposes of this Section 4(m), the
following definitions shall apply. 
  
 (1)
“Common Stock Equivalents” means, collectively, Options and Convertible Securities. 
  
 (2) “Convertible Securities” means any stock or securities (other than Options) convertible into or exercisable or
exchangeable for Common Stock. 
  
 (3)
“Options” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities. 
  
 (4) “Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market
is not the principal trading market for the Common Stock, then on the principal securities 
  
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 exchange or securities market on which the Common Stock is then traded; provided that “Trading
Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or
market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York City Time). 
  
 (ii) From the date hereof until the date that is ten (10) Trading Days following the Expiration Date (as
defined in the Second Additional Investment Rights), the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition
of) any of its or its Subsidiaries’ equity or equity equivalent securities, including, without limitation, any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible
into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”). 
  
 (iii) The restriction contained in subsection (ii) of this
Section 4(m) shall not apply (1) in connection with any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer, consultant or
director for services provided to the Company or any of its Subsidiaries, or pursuant to the exercise of any securities of the Company issued thereunder; (2) upon exercise of the Additional Investment Rights; (3) to securities issued not primarily
for capital raising purposes and in connection with bona fide, arm’s length strategic partnerships or joint ventures in which there is a significant commercial relationship with the Company; (4) to securities issued or issuable in connection
with one or more bona fide, arm’s length acquisitions by the Company, whether through an acquisition for stock or a merger, of any business, assets or technologies the primary purpose of which is not to raise equity capital; (5) to securities
granted to bona fide 501(c)(3) charities qualified pursuant to Section 501(c)(3) under the Internal Revenue Code solely as charitable contributions; or (6) upon conversion of any Options or Convertible Securities that are outstanding on the day
immediately preceding the Closing Date, provided, that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Closing Date. 
  
 n. Conduct of Business. So long as any Buyer beneficially owns any Additional Investment Rights, the
business of the Company and its Subsidiaries shall not be conducted in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, except where such violations would not
result, either individually or in the aggregate, in a Material Adverse Effect. 
  
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 5. TRANSFER RESTRICTIONS; TRANSFER AGENT INSTRUCTIONS. 
  
 a. Transfer Restrictions. The legend set forth in
Section 2(g) shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped, if (i) such Securities are registered for resale under the 1933 Act,
(ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such sale, assignment or transfer of such
Securities may be made without registration under the applicable requirements of the 1933 Act, or (iii) such holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144. The
Company shall cause Company Counsel (as defined below) to issue the legal opinion included in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on the Effective Date. Following the Effective Date or at such earlier
time as a legend is no longer required for certain Securities, the Company will no later than three Business Days following the delivery by a Buyer to the Company or the Company’s transfer agent of a legended certificate representing such
Securities, deliver or cause to be delivered to such Buyer a certificate representing such Securities that is free from all restrictive and other legends. Following the Effective Date and upon the delivery to any Buyer of any certificate
representing Securities that is free from all restrictive and other legends, such Buyer agrees that any sale of such Securities shall be made pursuant to the Registration Statement and in accordance with the plan of distribution described therein or
pursuant to an available exemption from the registration requirements of the 1933 Act. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth
in Section 2(g). The Company will not effect or publicly announce its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock.

  
 b. Transfer Agent Instructions. The
Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in
the name of each Buyer or its respective nominee(s), for the Additional Investment Right Shares in such amounts as specified from time to time by each Buyer to the Company upon exercise of the Additional Investment Rights in the form of Exhibit
C attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer
instructions to give effect to Section 2(f) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to
the extent provided in this Agreement and the other Transaction Documents. 
  
 c. Breach. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Section 5 will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that a Buyer shall be entitled, in addition to all other available remedies, to an
order and/or injunction restraining any breach and requiring immediate issuance 
  
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 and transfer, without the necessity of showing economic loss and without any bond or other security being
required. 
  
 6. CONDITIONS TO THE COMPANY’S OBLIGATION TO
SELL. 
  
 The obligation of the Company
hereunder to issue and sell the Common Shares and the related Additional Investment Rights to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these
conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: 
  
 (i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered
the same to the Company. 
  
 (ii) Such Buyer
shall have delivered to the Company the Purchase Price for the Common Shares and the related Additional Investment Rights being purchased by such Buyer and each other Buyer at the Closing by wire transfer of immediately available funds pursuant to
the wire instructions provided by the Company. 
  
 (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak
as of a specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or
prior to the Closing Date. 
  
 (iv) Each Buyer
shall have delivered to the Company such documents relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request. 
  
 7. CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. 
  
 The obligation of each Buyer hereunder to purchase the Common Shares and the
related Additional Investment Rights at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such
Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: 
  
 (i) The Company shall have executed and delivered to such Buyer (a) each of the Transaction Documents and (b) the Common Shares (in such
amounts as such Buyer shall request) and the related Additional Investment Rights (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. 
  
 (ii) Such Buyer shall have received the opinion of Gibson,
Dunn & Crutcher LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. 
  
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 (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer
Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 
  
 (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good
standing of the Company and each of its Significant Subsidiaries in such corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 Business Days of the Closing Date. 

 
 (v) The Common Stock (I) shall be listed on the Principal
Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date,
either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. 
  
 (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of
State of the State of Delaware within 10 Business Days of the Closing Date. 
  
 (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary or Assistant Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section
3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.

  
 (viii) The representations and warranties of
the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have
performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer
shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto
as Exhibit F. 
  
 (ix) The Company shall
have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 
  
 (x) The Company shall have obtained all governmental,
regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and the Additional Investment Rights. 
  
 [Signature Page to Securities Purchase Agreement] 







 (i) The Company shall have delivered to such Buyer such other documents relating to the
transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. 
  
 8. TERMINATION. In the event that the Closing shall not have occurred with respect to a Buyer on or before five (5) days from the date hereof due
to the Company’s or such Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to
terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party. 
  
 9. MISCELLANEOUS. 
  
 a. Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
  
 b. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding
upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature. 
  
 c. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. 
  
 d.
Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity 
  
 [Signature Page to Securities Purchase Agreement] 







 or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. 
  
 e. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyers, the
Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered
herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended
other than by an instrument in writing signed by the Company and the holders of Common Shares representing at least a majority of the amount of the Common Shares, or, if prior to the Closing Date, the Buyers listed on the Schedule of Buyers as being
obligated to purchase at least a majority of the amount of the Common Shares. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to
the extent that it applies to less than all of the holders of the Common Shares then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction
Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of Common Shares or holders of the Additional Investment Rights, as the case may be. The Company has not, directly or indirectly,
made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. 
  
 f. Notices. Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for
such communications shall be: 
  
 If to the
Company: 
  
 Tejon Ranch Co. 
 4436 Lebec Road 
 Post Office Box 1000 
 Lebec, California 93243 
 Telephone: (661) 248-3000 
 Facsimile: (661) 248-3100 
 Attention: Dennis F. Mullins, Esq. 
  
 with a copy to: 
  
 Gibson, Dunn & Crutcher LLP 
 333 South Grand Avenue 
 Los Angeles, California 90071 
  
 [Signature Page to Securities Purchase Agreement] 







 Telephone: (213) 229-7595 
 Facsimile: (213) 229-6595 
 Attention: Peter F. Ziegler, Esq. 
  
 If to the Transfer Agent: 
  
 Mellon Investor Services LLC 
 400 South Hope Street, 4th Floor 
 Los Angeles, CA 90071 
 Telephone: (213) 553-9729 
 Facsimile: (213) 553-9735 
 Attention: Ronald Lug 
  
 If to a Buyer, to its address and facsimile number set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of
Buyers, or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written
confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and
an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii)
or (iii) above, respectively. 
  
 g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Common Shares or the Additional Investment Rights. The Company
shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of Common Shares representing at least a majority of the number of the Common Shares, except by merger, acquisition or
consolidation. A Buyer may assign some or all of its rights hereunder without the consent of the Company. 
  
 h. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. 
  
 i. Survival. Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Buyers
contained in Sections 2 and 3 and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing and the delivery and exercise of Securities, as applicable. Each Buyer shall be responsible only for its own representations,
warranties, agreements and covenants hereunder. 
  
 j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any
other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 
  
 [Signature Page to Securities Purchase Agreement] 







 k. Indemnification. In consideration of each Buyer’s execution and delivery
of this Agreement and acquiring the Securities hereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each other holder
of the Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate,
instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or
(c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery,
performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds
of the issuance of the Securities, or (iii) other than due to the gross negligence or willful misconduct of such Buyer and solely in connection with the Transactions Documents, the status of such Buyer or holder of the Securities as an investor in
the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.

  
 l. No Strict Construction. The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 
  
 m. Remedies. Each Buyer and each holder of the
Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have
under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may
prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond
or other security. 
  
 [Signature Page to Securities Purchase
Agreement] 







 n. Rescission and Withdrawal Right. Notwithstanding anything to the contrary
contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations
within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future
actions and rights 
  
 o. Payment Set
Aside. To the extent that the Company makes a payment or payments to the Buyers hereunder or pursuant to any of the other Transaction Documents or the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments
or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the
Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part
thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. 
  
 p. Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under any
Transaction Document are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein
or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that
the Buyers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Buyer confirms that it has independently participated in the negotiation of the
transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any
other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. 
  
 [Signature Page Follows] 
  
 [Signature Page to Securities Purchase Agreement] 







 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Securities Purchase Agreement to be duly executed as of the date first written above. 
  

			
	COMPANY:
	
	TEJON RANCH CO.
		
	 By:
	 	 
	 	 	

	 Name:
	 	Allen E. Lyda
	 Title:
	 	Vice President, Chief Financial Officer, Treasurer and Assistant Secretary


  
 [Signature Page
to Securities Purchase Agreement] 
  







 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Securities Purchase Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	
	SMITHFIELD FIDUCIARY LLC
		
	 By:
	 	 
	 	 	

	 Name:
	 	Adam J. Chil
	 Title:
	 	Authorized Signatory


  
 [Signature Page
to Securities Purchase Agreement] 







 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Securities Purchase Agreement to be duly executed as of the date first written above. 
  

			
	 BUYER:
  
 HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

	
	By: D.B. Zwirn and Co., LP
		
	By:	 	 
	 	 	

	 	 	 Name: Perry A. Gruss
 Title: Chief Financial
Officer



  
 [Signature Page
to Securities Purchase Agreement] 







 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Securities Purchase Agreement to be duly executed as of the date first written above. 
  

			
	 BUYER:
  
 HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.

	
	By: D.B. Zwirn and Co., LP
		
	By:	 	 
	 	 	

	 	 	 Name: Perry A. Gruss
 Title: Chief Financial
Officer



  
 [Signature Page
to Securities Purchase Agreement] 







 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Securities Purchase Agreement to be duly executed as of the date first written above. 
  

			
	 BUYER:
  
 THIRD AVENUE TRUST ON BEHALF
 OF THE THIRD AVENUE REAL
 ESTATE VALUE FUND SERIES

		
	By:	 	 
	 	 	

	 	 	Name: David Barse
	 	 	Title: President and Chief Executive Officer


  
 [Signature Page
to Securities Purchase Agreement] 







 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Securities Purchase Agreement to be duly executed as of the date first written above. 
  

			
	 BUYER:
  
 THIRD AVENUE TRUST ON BEHALF
 OF THE THIRD AVENUE SMALL
 CAP VALUE FUND SERIES

		
	By:	 	 
	 	 	

	 	 	Name: David Barse
	 	 	Title: President and Chief Executive Officer


  
 [Signature Page
to Securities Purchase Agreement] 







 SCHEDULE OF BUYERS 
  

														
	(1)	 	(2)	 	(3)	 	(4)	 	(5)	 	(6)	 	(7)
	 Buyer

	 	 Address and Facsimile Number

	 	Number of
Common
Shares

	 	Number of
First
Additional
Investment
Right
Shares

	 	Number of
Second
Additional
Investment
Right
Shares

	 	Purchase
Price

	 	 Legal Representative’s Address
and Facsimile Number


	 Smithfield Fiduciary
 LLC
	 	 c/o Highbridge Capital
 Management,
LLC
 9 West 57th Street
 27th Floor
 New York, New York 10019
 Attention: Ari
J. Storch
 Adam Chill
 Telephone: (212)
287-4720
 Facsimile: (212) 751-0755
 Residence: Cayman
Islands
	 	563,098	 	140,774	 	65,566	 	$	18,250,000	 	 Schulte Roth & Zabel LLP
 919 Third
Avenue
 New York, New York 10022
 Attn: Eleazer Klein,
Esq.
 Telephone: (212) 756-2000
 Facsimile: (212)
593-5955

							
	 Highbridge/Zwirn
 Special Opportunities
 Fund, L.P.
	 	 D.B. Zwirn & Co., L.P.
 745 Fifth Ave.

18th Floor
 New York, New York
 10151
 Attention: Daniel B. Zwirn
 Perry A. Gruss
 Telephone: 646-720-9101
 Facsimile: 646-344-4743
 Residence: Delaware
	 	281,549	 	70,387	 	32,783	 	$	9,125,000	 	 Schulte Roth & Zabel LLP
 919 Third Avenue

New York, New York 10022
 Attn: Eleazer Klein, Esq.
 Telephone: (212) 756-2000
 Facsimile: (212) 593-5955

							
	 Highbridge/Zwirn
 Special
Opportunities
 Fund, Ltd.
	 	 D.B. Zwirn & Co., L.P.
 745 Fifth Ave.

18th Floor
 New York, New York
 10151
 Attention: Daniel B. Zwirn
 Perry A. Gruss
 Telephone: 646-720-9101
 Facsimile: 646-344-4743
 Residence: Cayman Islands
	 	281,549	 	70,387	 	32,783	 	$	9,125,000	 	 Schulte Roth & Zabel LLP
 919 Third Avenue

New York, New York 10022
 Attn: Eleazer Klein, Esq.
 Telephone: (212) 756-2000
 Facsimile: (212) 593-5955

							
	 Third Avenue Trust on
 behalf of the
Third
 Avenue Real Estate
 Value Fund
Series
	 	 622 Third Avenue
 32nd Floor
 New York, New York
10017
 Attention: Michael H. Winer, Portfolio Manager
 Telephone:
(212) 888-5222
 Facsimile: (212) 735-0003
 Residence:
Delaware
	 	71,984	 	17,988	 	6,087	 	$	2,333,000	 	 General Counsel (W. James Hall III)
 622 Third
Avenue
 32nd Floor
 New York, New York 10017
 Telephone: (212) 888-5222
 Facsimile: (212) 745-0003

							
	 Third Avenue Trust on
 behalf of the
Third
 Avenue Small Cap
 Value Fund
Series
	 	 622 Third Avenue
 32nd Floor
 New York, New York
10017
 Attention: Curtis R. Jensen, Portfolio Manager
 Telephone:
(212) 888-5222
 Facsimile: (212) 735-0003
 Residence:
Delaware
	 	36,007	 	9,010	 	3,029	 	$	1,167,000	 	 General Counsel (W. James Hall III)
 622 Third
Avenue
 32nd Floor
 New York, New York 10017
 Telephone: (212) 888-5222
 Facsimile: (212) 745-0003


  







 EXHIBITS 
  

			
		
	 Exhibit A-1
	  	Form of First Additional Investment Right
		
	 Exhibit A-2
	  	Form of Second Additional Investment Right
		
	 Exhibit B
	  	Form of Registration Rights Agreement
		
	 Exhibit C
	  	Form of Irrevocable Transfer Agent Instructions
		
	 Exhibit D
	  	Form of Company Counsel Opinion
		
	 Exhibit E
	  	Form of Secretary’s Certificate
		
	 Exhibit F
	  	Form of Officer’s Certificate
	
	SCHEDULES
		
	Schedule 3(a)	  	Subsidiaries
		
	Schedule 3(r)	  	Indebtedness and Other Contracts
		
	Schedule 3(v)	  	Title
		
	Schedule 3(y)	  	Subsidiary Rights

  







 EXHIBIT A-1 
  
 Form of First Additional Investment Right 
  







 EXHIBIT A-2 
  
 Form of Second Additional Investment Right 
  







 EXHIBIT B 
  
 Form of Registration Rights Agreement 
  







 EXHIBIT C 
  
 Form of Irrevocable Transfer Agent Instructions 
  







 EXHIBIT D 
  
 Form of Company Counsel Opinion 
  
 1. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has the
requisite corporate power to own, lease and operate its properties and to conduct its business as described in its Annual Report on Form 10-K for the year ended December 31, 2003 as filed with the SEC (“2003 Form 10-K”). 
  
 2. The Company has the requisite corporate power and authority to execute,
deliver and perform its obligations under the Transaction Documents and to issue the Common Shares, the Additional Investment Rights and the Additional Investment Right Shares, in accordance with the terms thereof. The execution and delivery of the
Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby (including, without limitation, the issuance and sale of the Common Shares and the Additional Investment Right Shares) have been duly authorized
by all necessary corporate action. Each of the Transaction Documents has been duly executed and delivered by the Company and each of the Transaction Documents constitutes valid and binding obligations of the Company enforceable against the Company
in accordance with its terms. 
  
 3. The execution, delivery and
performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the Common Shares, the Additional Investment Rights, and the
Additional Investment Right Shares, does not and will not result in a violation of (i) the Company’s Certificate of Incorporation or By-Laws, (ii) any agreement, note, lease, mortgage, deed or other instrument to which the Company or any
Subsidiary is a party or by which the Company or any Subsidiary is bound or affected that has been filed as an exhibit to the 2003 Form 10-K (the “Material Contracts”) or (iii) any law, rule or regulation currently in effect of the United
States, the State of California or the General Corporation Law of the State of Delaware that, in our experience, is generally applicable to transactions in the nature of those contemplated by the Transaction Documents. 
  
 4. Assuming the accuracy of the representations and warranties of the Company
and the Buyers contained in the Securities Purchase Agreement, and compliance by them with their respective agreements included in the Transaction Documents, the issuance and sale of the Common Shares, the Additional Investment Rights and the
Additional Investment Right Shares in accordance with the Transaction Documents are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Common Shares, the Additional Investment Rights and the
Additional Investment Right Shares have been duly authorized and, when issued in accordance with the Transaction Documents, will be validly issued, fully paid and nonassessable. No stockholder of the Company or any other person is entitled to any
preemptive or similar rights contained in the Company’s Certificate of Incorporation or By-Laws or any Material Contract in connection with the transactions contemplated by the Transaction Documents. The Additional Investment Right Shares have
been duly and validly reserved for issuance by all proper corporate action. 







 5. As of the date hereof, the authorized capital stock of the Company consists of 30,000,000 shares of
Common Stock. 
  
 6. No consent, approval or authorization of, or
declaration or filing with, any regulatory agency of the State of California or the United States applicable to the Company that is, in our experience, generally applicable to transactions such as those contemplated by the Transaction Documents, or
pursuant to the Delaware General Corporation Law, is required to be obtained by the Company (i) to enter into and perform its obligations under the Transaction Documents or (ii) for the issuance and sale of the Common Shares, the Additional
Investment Rights and the Additional Investment Right Shares as contemplated by the Transaction Documents, except for such consents, approvals or authorizations of, or declarations or filings (i) as may be required under Regulation D of the Act,
(ii) as may be required by the New York Stock Exchange; (iii) as may be required under any state securities or Blue Sky laws, (iv) as may be contemplated by the Registration Rights Agreement, or (v) as have been made or obtained on or before the
date hereof. 
  
 7. The Company is not required to register as an
“investment company” within the meaning of that term under the Investment Company Act of 1940, as amended. 
  







 EXHIBIT E 
  
 Form of Secretary’s Certificate 
  







 EXHIBIT F 
  
 Form of Officer’s Certificate 
  







 SCHEDULE 3(a) 
  
 SUBSIDIARIES 
  

	A.	Tejon Ranch Co. 

  

	B.	Subsidiaries of Tejon Ranch Co. 

  

	 	•	Tejon Ranchcorp 

  

	 	•	Tejon Industrial Corp. 

  

	 	•	Petro Travel Plaza LLC, a joint venture with Petro Stopping Centers, 60% owned by Tejon Development Corporation. 

  

	 	•	Centennial Founders, LLC, a joint venture with Pardee Homes, Lewis Investment Company, and Standard Pacific Corp, 50% owned by Tejon Ranchcorp. 

  

	 	•	Tejon Dermody Industrial LLC, a joint venture with DP Properties, 50% owned by Tejon Industrial Corp. 

  
  









 SCHEDULE 3(r) 
  
 INDEBTEDNESS AND OTHER CONTRACTS 
  
 Indebtedness: 
  

									
	 Lender/Purpose

	  	 Maturity

	  	 Interest Rate

	  	 Payment Terms

	  	Balance 12/31/03


	Wells Fargo, long-term revolving line of credit, real estate and working capital	  	June-2006	  	 Libor + 1.5%
 Prime -.75%
	  	Interest Only	  	$10,000,000.00
					
	Wachovia, purchase three (3) buildings in Phoenix	  	April-2009	  	7.65%	  	Principal + Interest	  	$  4,594,000.00
					
	Stancorp, permanent financing Starbucks building	  	May-2018	  	6.75%	  	Principal + Interest	  	$     513,000.00
					
	Bank of America, purchase debt almond processing plant	  	February-2010	  	6.91%	  	Principal + Interest	  	$  1,260,000.00
					
	Joint Venture Debt—	  	 	  	 	  	 	  	 
					
	Petro Travel Plaza LLC	  	September-2009	  	Prime -.50%	  	Principal + Interest	  	$13,061,000.00
					
	Tejon Dermody Industrial LLC	  	January-2006	  	LIBOR + 1.80%	  	Principal + Interest	  	$12,021,000.00

  
 Other
Contracts: 
  
 Letter of credit from Wells Fargo for $4,584,000 to provide
additional credit enhancement for bonds of the Tejon Ranch Public Facilities Financing Authority and covers approximately two years worth of interest on the outstanding bonds of the Tejon Ranch Public Facilities Financing Authority. 
  
 Guarantee to Wells Fargo for $1,615,000 of the $13,061,000 total debt within the Petro Travel
Plaza LLC. 
  
 Guarantee to Bank of America for approximately $6,000,000 related
to the construction debt within the Tejon Dermody Industrial LLC. Our partners are also guaranteeing $6,000,000 of debt within the joint venture. Total debt in joint venture is approximately $12,000,000. 
  
 For additional information on the foregoing Indebtedness please refer to the 2003 Form 10-K.

  









 SCHEDULE 3(v) 
  
 TITLE 
  
 The following are liens on our property: 
  

	 	1.	Wells Fargo has a lien on developed farming properties as collateral for a revolving line of credit. 

  

	 	2.	Stancorp has a lien on the Starbucks building and the land underneath the building as collateral for permanent financing of the facility. 

  

	 	3.	Wachovia has a lien on the three buildings purchased in Phoenix, Arizona. 

  

	 	4.	Wheeler Ridge Maricopa Water Storage District has a lien on 5,488 acres that are subject to water contracts. 

  

	 	5.	The Tejon Ranch Public Facilities Financing Authority has placed liens on 1,728 acres of land to secure payment of special taxes. 

  

	 	6.	Wells Fargo has a lien on the buildings and the underlying land as collateral related to permanent financing for Petro Travel Plaza LLC. 

  

	 	7.	Bank of America has a lien on the land and building as collateral for construction financing for Tejon Dermody Industrial LLC. 

  
  









 SCHEDULE 3(y) 
  
 SUBSIDIARY RIGHTS 
  
 With respect to the following Subsidiaries, the Company has voting rights and rights to receive dividends and distributions on capital securities only to the extent of
the percentage interests in such Subsidiaries indicated below: 
  

	 	•	Petro Travel Plaza LLC, a joint venture with Petro Stopping Centers, 60% owned by Tejon Development Corporation. 

  

	 	•	Centennial Founders, LLC, a joint venture with Pardee Homes, Lewis Investment Company, and Standard Pacific Corp, 50% owned by Tejon Ranchcorp. 

  

	 	•	Tejon Dermody Industrial LLC, a joint venture with DP Properties, 50% owned by Tejon Industrial Corp. 

  

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