Form of Registration Rights Agreeement



 EXHIBIT 4.2 
 REGISTRATION RIGHTS AGREEMENT 
  
 REGISTRATION RIGHTS AGREEMENT (this “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 as Exhibit A (each, a “Buyer” and collectively, the “Buyers”). 
  
 WHEREAS: 
  
 A. In connection with the Securities Purchase Agreement by and among the
parties hereto of even date herewith (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell on the date hereof to each
Buyer (i) shares (the “Common Shares”) of the Company’s common stock, par value $0.50 per share (the “Common Stock”), and (ii) a right to acquire additional shares of Common Stock, in substantially the form
attached to the Securities Purchase Agreement as Exhibit A-1 (the “First Additional Investment Rights”), and (iii) a right to acquire additional shares of Common Stock, in substantially the form attached to the Securities
Purchase Agreement 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”), in accordance with the terms of the Additional Investment Rights. 
  
 B. To induce the Buyers to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows: 
  
 1. Definitions. 
  
 As used in this Agreement, the following terms shall have the following
meanings: 
  
 a. “Business Day”
means any day other than Saturday, Sunday or any other day on which commercial banks in The City of New York are authorized or required by law to remain closed. 
  
 b. “Effective Date” means the date that the Registration Statement is first declared
effective by the SEC. 
  
 c.
“Investor” means a Buyer and any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any
transferee or assignee thereof 







 to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Section 9. 
  
 d. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and governmental or any department or agency
thereof. 
  
 e. “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the
declaration or ordering of effectiveness of such Registration Statement(s) by the SEC. 
  
 f. “Registrable Securities” means: (i) the Common Shares, (ii) the Additional Investment Right Shares issued or issuable
upon exercise of the Additional Investment Rights, and (iii) any shares of capital stock issued or issuable with respect to the Common Shares, the Additional Investment Right Shares, or the Additional Investment Rights as a result of any stock
split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on exercise of the Additional Investment Rights. 
  
 g. “Registration Statement” means a registration statement or registration statements of
the Company filed under the 1933 Act covering the Registrable Securities. 
  
 h. “Rule 415” means Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis. 
  
 i. “SEC” means the United States Securities and Exchange Commission. 
  
 Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Securities Purchase Agreement. 
  
 2. Registration. 
  
 a.
Mandatory Registration. The Company shall prepare and, as soon as practicable but in no event later than 40 days after the Closing Date (as defined in the Securities Purchase Agreement) (the “Filing Deadline”), file with the
SEC a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration,
subject to the provisions of Section 2(d). The Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the number of Registrable Securities as of the trading day immediately
preceding the date the Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e), and shall contain the “Selling Securityholders” section and “Plan of Distribution” attached hereto
as Annex I. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 90 days after the Closing Date (the
“Effectiveness Deadline”). 
  

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 b. Allocation of Registrable Securities. The initial number of Registrable
Securities included in any Registration Statement and each increase in the number of Registrable Securities included therein pursuant to Section 2(e) shall be allocated pro rata among the Investors based on the number of Registrable Securities held
by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such
Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such Investor. In no event shall the Company include any
securities other than Registrable Securities on any Registration Statement without the prior written consent of Investors holding at least a majority of the Registrable Securities, which consent is not to be unreasonably withheld. 
  
 c. Legal Counsel. Subject to Section 5 hereof, the
Buyers holding at least a majority of the Registrable Securities shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Schulte Roth &
Zabel LLP or such other counsel as thereafter designated by the holders of at least a majority of the Registrable Securities. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under
this Agreement. 
  
 d. Ineligibility for Form
S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to
the holders of at least a majority of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration
Statement then in effect until such time as the Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. 
  

e. Sufficient Number of Shares Registered. In the event the number of shares available under the Registration Statement filed
pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(b), the Company
shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least 100% of the number of such Registrable Securities as of the trading day
immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the Company becomes aware of the necessity therefor. The
Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available
under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under such Registration Statement is less than the number of
Registrable Securities. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Additional Investment Rights and such calculation shall assume that the Additional Investment Rights
are then exercisable into shares of Common Stock. 
  

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 f. Effect of Failure to File and Obtain and Maintain Effectiveness of Registration
Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline
for any reason other than the failure of Legal Counsel to complete its review of the Registration Statement no later than two (2) Business Days prior to its filing (a “Filing Failure”) or (B) not declared effective by the SEC on or
before the Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than
during an Allowable Grace Period (as defined in Section 3(r) below)) pursuant to such Registration Statement (including, without limitation, because of a failure: (A) to keep such Registration Statement effective, (B) to disclose such information as
is necessary for sales to be made pursuant to such Registration Statement, or (C) to register sufficient shares of Common Stock or to have the Common Stock listed or quoted, or not suspended, on the Principal Market (as defined in the Securities
Purchase Agreement))(a “Maintenance Failure”), or (iii) the exercise rights of the holders pursuant to the Additional Investment Rights are suspended or not honored for any reason (the foregoing, an “AIR Exercisability
Failure”), then, as partial relief for the damages to any Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available
at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement: (1) on each of the day of a Filing Failure, an Effectiveness Failure, a Maintenance Failure or an AIR Exercisability
Failure, as the case may be, an amount in cash equal to the product of: (i) the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration
Statement multiplied by (ii) 0.005, and (2) on the earlier of the last day of each 30-day period after a Filing Failure, an Effectiveness Failure, a Maintenance Failure or a AIR Exercisability Failure, as the case may be, or on the third Business
Day after any such Filing Failure, Effectiveness Failure, Maintenance Failure or AIR Exercisability Failure is cured, an amount in cash equal to the product of (i) the aggregate Purchase Price of such Investor’s Registrable Securities included
in such Registration Statement included in such Registration Statement multiplied by (ii) 0.010 (prorated for partial months). If the Company fails to make any payments pursuant to this Section 2(f) in a timely manner, such payments shall bear
interest at the rate of 1.5% per month (prorated for partial months) until paid in full. 
  
 3. Related Obligations. 
  
 At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(d) or 2(e), the Company will use its reasonable best efforts to effect the registration of the Registrable Securities in
accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations: 
  
 a. The Company shall submit to the SEC, within five (5) Business Days after the Company learns that no review of a particular Registration
Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on a particular Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and
date not later than 48 hours after the submission of such request. The Company shall keep each Registration Statement effective pursuant to Rule 415 at 
  

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 all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable
Securities covered by such Registration Statement without restriction pursuant to Rule 144(k) (or successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold all the Registrable Securities covered by
such Registration Statement (the “Registration Period”). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading.

  
 b. The Company shall prepare and file with
the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under
the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by a Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the
Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report by reference into such
Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.

  
 c. The Company shall: (i) permit Legal
Counsel to review and comment upon: (A) a Registration Statement at least five (5) Business Days prior to its filing with the SEC, and (B) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (ii) not file any Registration Statement or any amendment or supplement
thereto in a form to which Legal Counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel,
which consent shall not be unreasonably withheld and which shall be given or withheld within two (2) Business Days of receipt thereof from the Company. The Company shall furnish to Legal Counsel, without charge: (1) copies of any correspondence from
the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement, (2) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor and not otherwise available on the EDGAR system, and all exhibits, and (3) upon the effectiveness of any Registration
Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this Section
3. 
  

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 d. The Company shall furnish to each Investor whose Registrable Securities are included
in any Registration Statement, without charge: (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference, if requested by an Investor and not otherwise available on the EDGAR system, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the
prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request), and (iii) such other documents, including copies of any preliminary or final
prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor. 
  
 e. The Company shall use its reasonable best efforts to: (i) register and qualify, unless an exemption from
registration and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of all applicable jurisdictions in the United States, (ii)
prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii)
take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to: (A) qualify to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(e), (B) subject itself to general taxation in any such jurisdiction, or (C) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who
holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any
jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose. 
  
 f. The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and, subject to Section 3(r), promptly
prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of the prospectus contained in such supplement or amendment to Legal Counsel and each Investor (or such other
number of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel, and each Investor in writing: (i) when a prospectus or any prospectus supplement or post-effective amendment has been
filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor, by facsimile on the same day of such effectiveness and by
overnight mail) (ii) of 
  

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 any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or
related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. 
  

g. The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such
purpose. 
  
 h. If any Investor is required under
applicable securities law to be described in a Registration Statement as an underwriter, at the reasonable request of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and
thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and
substance as is customarily given in an underwritten public offering, addressed to the Investors. 
  
 i. If any Investor, based upon consultation with Legal Counsel, may be deemed to be an underwriter, upon the written request of any such
Investor in connection with any such Investor’s due diligence requirements, if any, the Company shall make available for inspection by: (i) any Investor, (ii) Legal Counsel, and (iii) one firm of accountants or other agents retained by the
Investors (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed
necessary by each Inspector to satisfy such Investor’s due diligence requirements, and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request to satisfy such
Investor’s due diligence requirements; provided, however, that each Inspector shall agree in writing to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information which the
Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless: (A) the disclosure of such Records is necessary based upon consultation with Legal Counsel to avoid or correct a misstatement or
omission in any Registration Statement or is otherwise required under the 1933 Act, (B) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (C)
the information in such Records has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement of which the Inspector has knowledge. Each Investor agrees that it shall, upon learning
that disclosure of such Records is required or is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall 
  

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 be deemed to limit the Investors’ ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations. 
  
 j. The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company
agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow
such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. 
  

k. The Company shall use its reasonable best efforts either to (i) cause all the Registrable Securities covered by a Registration
Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or
(ii) secure designation and quotation of all the Registrable Securities covered by a Registration Statement on the American Stock Exchange or the Nasdaq National Market, or (iii) if, despite the Company’s reasonable best efforts to satisfy the
preceding subclause (i) or (ii), the Company is unsuccessful in satisfying the preceding subclause (i) or (ii), to secure the inclusion for quotation on The Nasdaq SmallCap Market for such Registrable Securities and, without limiting the generality
of the foregoing, to use its reasonable best efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. as such with respect to such Registrable Securities. The Company shall pay all fees
and expenses in connection with satisfying its obligation under this Section 3(k). 
  
 l. The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts,
as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request. 
  
 m. If reasonably requested by an Investor, the Company shall: (i) as soon as practicable incorporate in a prospectus supplement or
post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable
Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, (ii) as soon as practicable make all required filings of such prospectus
supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) as soon as practicable, supplement or make amendments 
  

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 to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.

  
 n. The Company shall use its reasonable best
efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

  
 o. The Company shall make generally available
to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933
Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of a Registration Statement. 
  
 p. The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC in connection with any registration hereunder. 
  
 q. Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver,
to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the
form attached hereto as Exhibit B. 
  
 r.
Notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared effective by the SEC, the Company may delay the disclosure of material, non-public information concerning the Company, the disclosure of
which at the time is not, in the good faith opinion of the board of directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”);
provided, that the Company shall promptly (i) notify the Investors in writing of the existence of a Grace Period in conformity with the provisions of this Section 3(r)(provided that in each notice the Company will not disclose the content of such
material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed
forty-five (45) consecutive days and, during any three hundred sixty five (365) day period, such Grace Periods shall not exceed an aggregate of ninety (90) days and the first day of any Grace Period must be at least two (2) trading days after the
last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred
to in subclause (i) and shall end on and include the later of: (A) the date the Investors receive the notice referred to in subclause (ii), or (B) the date referred to in such notice. The provisions of Section 2(f) hereof shall not be applicable
during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public
information is no longer 
  

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 applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to
deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a
contract for sale, and delivered a copy of the prospectus included as part of the applicable Registration Statement, prior to the Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled. 
  
 4. Obligations of the Investors. 
  
 a. At least seven (7) Business Days prior to the first
anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable Securities
included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such
Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the filing and
effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. 
  
 b. Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with
the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of
such Investor’s Registrable Securities from such Registration Statement. 
  
 c. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first
sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in
accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the
Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled. 
  
 d. Each Investor covenants and agrees that it will comply with any applicable prospectus delivery requirements of the 1933 Act as
applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement. 
  

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 5. Expenses of Registration. 
  
 All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with any Registration
Statement and the filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company shall be
paid by the Company. The Company also shall reimburse the Investors for fees and disbursements of Legal Counsel in connection with such matters, provided that the Company shall only be required to reimburse the Investors for an amount up to or equal
to $10,000, subject to the maximum expense reimbursement as set forth in the Securities Purchase Agreement. 
  
 6. Indemnification. 
  
 In the event any Registrable Securities are included in a Registration Statement under this Agreement: 
  
 a. To the fullest extent permitted by law, the Company will,
and hereby does, indemnify, hold harmless and defend each Investor, the directors, officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the 1933 Act or the 1934
Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several
(collectively, “Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or
other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective
date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any material violation of this Agreement (the
matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for
any reasonable attorneys’ fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained 
  

 -11- 








 herein, the indemnification agreement contained in this Section 6(a) (i) shall not apply to a Claim by an
Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of such
Registration Statement and the prospectus included therein or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d), (ii) with respect to any preliminary prospectus,
shall not inure to the benefit of any such Person from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any Person controlling such Person) if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 3(d), and the Indemnified Person was
promptly advised in writing not to use the prospectus prior to the use giving rise to a Violation and such Indemnified Person, notwithstanding such advice, used it or failed to deliver the supplemented or amended prospectus as required by the 1933
Act and such supplemented or amended prospectus was timely made available pursuant to Section 3(d), (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus
made available by the Company, including a supplemented or amended prospectus, if such prospectus or supplemented or amended prospectus was timely made available by the Company pursuant to Section 3(d), and (iv) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9. 
  
 b. In connection with any Registration Statement in which an Investor is participating, each such Investor
agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and
each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim for Indemnified Damages to which any of them may become subject, under the 1933 Act,
the 1934 Act or otherwise, insofar as such Claim for Indemnified Damages arises out of or is based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written
information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c), such Investor shall reimburse each Indemnified Party, promptly as such expenses are incurred and
are due and payable, for any reasonable attorney’s fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b)
and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be
unreasonably withheld or delayed; provided, further, however, that an Investor shall be liable under this Section 6(b) for only that amount of a Claim for Indemnified Damages as does not exceed the net proceeds received by such Investor as a result
of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect 
  

 -12- 








 regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the
transfer of the Registrable Securities by the Investors pursuant to Section 9. 
  
 c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to
assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have
the right to retain its own counsel at its expense; provided, however, the reasonable fees and expenses of not more than one such counsel for such Indemnified Person or Indemnified Party shall be paid by the indemnifying party, if, in the reasonable
opinion of such counsel, the representation by a single counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or
Indemnified Party and the indemnifying party. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable
Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with the defense of any such action or Claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or
Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its
prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person,
which consent shall not be unreasonably withheld, delayed or conditioned, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to
defend such action. 
  
 d. The indemnification
required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred. 
  

 -13- 








 e. The indemnity agreements contained herein shall be in addition to (i) any cause of
action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law. 
  
 7. Contribution. 
  
 To the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no Person involved
in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale
of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such
Registrable Securities pursuant to such Registration Statement. 
  
 8. Reports Under the 1934 Act. 
  
 With a view to
making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without
registration (“Rule 144”), the Company agrees for a period of two (2) years from the date hereof to: 
  
 a. make and keep public information available, as those terms are understood and defined in Rule 144; 
  
 b. file with the SEC in a timely manner all reports and
other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

  
 c. furnish to each Investor so long as such
Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

  
 9. Assignment of Registration Rights. 
  
 Until the Effective Time, the rights under this Agreement shall be
automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities (provided such portion constitutes at least 20% of the Registrable Securities issued to the Investor at the Closing
under the Securities Purchase Agreement or, if less, the remaining Registrable Securities held by such Investor) if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished
to the 
  

 -14- 








 Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer
or assignment, furnished with written notice of: (A) the name and address of such transferee or assignee, and (B) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such
transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by
subclause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the
Securities Purchase Agreement. 
  
 10. Amendment of
Registration Rights. 
  
 Provisions of this Agreement may be
amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors who then hold at least a majority of the
Registrable Securities. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective unless it applies to all of the holders of the Registrable
Securities. 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 this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

  
 11. Miscellaneous. 
  
 a. A Person is deemed to be a holder of Registrable
Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the
Company shall act upon the basis of instructions, notice or election received from the record owner of such Registrable Securities. 
  
 b. 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 a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same, assuming written confirmation from such overnight delivery service has
been received. 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 
  

 -15- 








 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 
 Telephone:     (213) 229-7595 
 Facsimile:
       (213) 229-6595 
 Attention:       Peter F. Ziegler, Esq. 

 
 If to Legal Counsel: 
  
 Schulte Roth & Zabel LLP 
 919 Third Avenue 
 New York, New York 10022

 Telephone:     (212) 756-2000 
 Facsimile:        (212) 593-5955 
 Attention:
      Eleazer Klein, Esq. 
  
 If to an Investor, to
its address and facsimile number set forth on the Schedule of Buyers attached hereto or as otherwise provided to the Company upon any transfer pursuant to Section 9 of this Agreement, with copies to such Investor’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 a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with subclause (i), (ii) or (iii) above, respectively. 
  
 c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof. 
  
 d. 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 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 
  

 -16- 








 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. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity 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. 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
  
 e. This Agreement, the Securities Purchase Agreement and the instruments referenced herein and therein constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the Securities Purchase
Agreement and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. 
  
 f. Subject to the requirements of Section 9, this Agreement
shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto. 
  
 g. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

  
 h. This Agreement may be executed in
identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this Agreement. 
  
 i. 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.

  
 j. All consents and other determinations
required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by Investors holding at least a majority of the Registrable Securities, determined as if all of the Additional Investment
Rights held by Investors then outstanding have been exercised 
  

 -17- 








 for Registrable Securities without regard to any limitations on exercise of the Additional Investment
Rights. 
  
 k. 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. 
  
 l. 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. 
  
 m. With the exception of the relevant provisions of Section 3 and Sections 6, 7 and 11, the terms of this Agreement shall expire at the
end of the Registration Period. 
  
 * * * * * * 
  

 -18- 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights 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 Registration Rights Agreement] 







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

					
	BUYER:
	
	SMITHFIELD FIDUCIARY LLC
		
	By:	 	  


	 	 	Name:	 	Adam J. Chill
	 	 	Title:	 	Authorized Signatory


  
 [Signature Page
to Registration Rights Agreement] 







 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights 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 Registration Rights Agreement] 







 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights 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 Registration Rights Agreement] 







 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights 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 Registration Rights Agreement] 







 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights 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 Registration Rights Agreement] 







 EXHIBIT A 
  
 SCHEDULE OF BUYERS 
  

					
	 Buyer

	  	 Buyer Address and
 Facsimile Number

	  	 Buyer’s 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
 Facsimile:     (212) 287-4720
 Telephone:    (212) 751-0755
	  	 Schulte Roth & Zabel LLP
 919 Third Avenue
 New York, New York 10022
 Attn: Eleazer Klein, Esq.
 Facsimile:     (212) 593-5955
 Telephone:    (212) 756-2000

			
	 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
	  	 Schulte Roth & Zabel LLP
 919 Third Avenue
 New York, New York 10022
 Attn: Eleazer Klein, Esq.
 Facsimile:     (212) 593-5955
 Telephone:    (212) 756-2000

			
	 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
	  	 Schulte Roth & Zabel LLP
 919 Third Avenue
 New York, New York 10022
 Attn: Eleazer Klein, Esq.
 Facsimile:     (212) 593-5955
 Telephone:    (212) 756-2000

			
	 Third Avenue Fund 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
	  	 General Counsel (W. James Hall III)
 622 Third Avenue
 32nd Floor
 New York New York 10017
 Telephone:    (212) 888-5222
 Facsimile:     (212) 735-0003

			
	 Third Avenue Fund 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
	  	 General Counsel (W. James Hall III)
 622 Third Avenue
 32nd Floor
 New York New York 10017
 Telephone:    (212) 888-5222
 Facsimile:     (212) 735-0003


  







 EXHIBIT B 
  
 FORM OF NOTICE OF EFFECTIVENESS 
 OF
REGISTRATION STATEMENT 
  
 Mellon Investor
Services LLC 
 400 South Hope Street, 4th Floor 
 Los Angeles, CA 90071 
 Attention: Ronald Lug 
  
 Re:
Tejon Ranch Co. 
  
 Ladies and Gentlemen:

  
 We are counsel to Tejon Ranch Co., a Delaware corporation
(the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of May 5, 2004 (the “Securities Purchase Agreement”), entered into by and among the Company
and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders its shares of the Company’s Common Stock, par value $0.50 per share (the “Common Stock”) and
additional investment rights exercisable for shares of Common Stock (the “Additional Investment Rights”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the
Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of
Common Stock issuable upon exercise of the Additional Investment Rights under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on
                             , 2004, the Company filed a Registration Statement on Form S-3
(File No. 333-            ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable
Securities which names each of the Holders as a selling stockholder thereunder. 
  
 In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at
[ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. 
  
 This letter shall serve as our standing notice to you that the Common Stock are, as of this date, freely transferable by the
Holders pursuant to the Registration Statement. Unless you receive separate notice or instructions from us following the date hereof and preceding a request by a Holder for a legend-free certificate or reissue thereof, you need not require further
letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated May 5, 2004. This letter shall serve as our standing
opinion with regard to this matter. 








			
	 Very truly yours,
  
 GIBSON, DUNN & CRUTCHER LLP

		
	By:	 	 
	 	 	

	 	 	 


  
  

	CC:	[LIST NAMES OF HOLDERS] 








 Annex I 
  
 SELLING SECURITYHOLDERS 
  
 The shares of common stock being offered by the selling securityholders were issued pursuant to a Securities Purchase Agreement, dated as of May 5, 2004,
and are issuable upon exercise of additional investment rights, which were also issued pursuant to the Securities Purchase Agreement. For additional information regarding the issuance of these shares of common stock and the additional investment
rights, see “Private Placement of Common Shares and Additional Investment Rights” above. We are registering the shares of common stock in order to permit the selling securityholders to offer the shares for resale from time to time. Except
for the ownership of these shares of common stock and the additional investment rights, the selling securityholders have not had any material relationship with us within the past three years. 
  
 The table below lists the selling securityholders and other information
regarding the beneficial ownership of the common stock by each of the selling securityholders. The second column lists the number of shares of common stock beneficially owned by each selling securityholder, based on its ownership of the shares of
common stock and the additional investment rights issued pursuant to the May 2004 private placement, as of                 
[        ], 2004, assuming exercise of all of the additional investment rights held by the selling securityholders on that date, without regard to any limitations on exercise. 
  
 The third column lists the shares of common stock being offered by this
prospectus by the selling securityholders. 
  
 The fourth column
assumes the sale of all of the shares of Common Stock offered by the selling securityholders pursuant to this prospectus. 
  
 Under the terms of the additional investment rights, a selling securityholder may not exercise the additional investment rights, to the extent such
exercise would cause such selling securityholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of
such determination shares of common stock issuable upon exercise of the additional investment rights that have not been exercised. The number of shares in the second column does not reflect this limitation. The selling securityholders may sell all,
some or none of their shares in this offering. See “Plan of Distribution.” 








							
	 Name of Selling Securityholder

	 	 Number of Shares
 Owned Prior to Offering)

	 	 Maximum Number of
 Shares to be Sold
 Pursuant to this Prospectus

	 	 Number of Shares
 Owned After Offering


	Smithfield Fiduciary LLC (1)	 	 	 	 	 	 
				
	Highbridge/Zwirn Special Opportunities Fund, L.P. (2)	 	 	 	 	 	 
				
	Highbridge/Zwirn Special Opportunities Fund, Ltd. (2)	 	 	 	 	 	 
				
	Third Avenue Fund on behalf of the Third Avenue Real Estate Value Fund Series	 	304,980	 	 	 	 
				
	Third Avenue Fund on behalf of the Third Avenue Small Cap Value Fund Series	 	274,600	 	 	 	 

  
 (1) Highbridge Capital
Management, LLC is the trading manager of Smithfield Fiduciary LLC and consequently has voting control and investment discretion over the shares of common stock held by Smithfield. Glenn Dubin and Henry Swieca control Highbridge. Each of Highbridge
and Messrs. Dubin and Swieca disclaims beneficial ownership of the shares held by Smithfield. 
  
 (2) D. B. Zwirn & Co., L.P. is the trading manager of each of Highbridge/Zwirn Special Opportunities Fund, Ltd. and Highbridge/Zwirn Special Opportunities Fund, L.P. and consequently has voting control and
investment discretion over the securities held by each of Highbridge/Zwirn Special Opportunities Fund, Ltd. and Highbridge/Zwirn Special Opportunities Fund, L.P. Daniel B. Zwirn controls Zwirn Holdings, LLC, which in turn is the managing member of
and thereby controls DBZ GP, LLC, which in turn is the general partner of and thereby controls D.B. Zwirn & Co., L.P. Each of Daniel B. Zwirn, Zwirn Holdings, LLC, DBZ GP, LLC and D.B. Zwirn & Co., L.P. disclaims beneficial ownership of the
securities held by each of Highbridge/Zwirn Special Opportunities Fund, Ltd. and Highbridge/Zwirn Special Opportunities Fund, L.P. 







 PLAN OF DISTRIBUTION 
  
 The selling securityholders may, from time to time, sell any or all of their shares of common stock issued pursuant to the
May 2004 private placement or upon exercise of the additional investment rights on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The
selling securityholders may use any one or more of the following methods when selling shares: 
  

	•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; 

  

	•	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;


  

	•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account; 

  

	•	an exchange distribution in accordance with the rules of the applicable exchange; 

  

	•	privately negotiated transactions; 

  

	•	short sales; 

  

	•	broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share; 

  

	•	a combination of any such methods of sale; and 

  

	•	any other method permitted pursuant to applicable law. 

  
 The selling securityholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. 
  
 The selling securityholders may also engage in short sales against the box,
puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades. 
  
 Broker-dealers engaged by the selling securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling securityholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling securityholders do not expect these commissions and discounts
to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act.
Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling securityholder. The selling securityholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. 







 The selling securityholders may from time to time pledge or grant a security interest in some or all of
the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed
an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling
securityholders under this prospectus. 
  
 The selling
securityholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the
shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling securityholders to
include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus. 
  
 The selling securityholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them
may be deemed to be underwriting commissions or discounts under the Securities Act. The selling securityholders have advised us that they have acquired their securities in the ordinary course of business and they have not entered into any
agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common
stock by any selling securityholder. If we are notified by any selling securityholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this
prospectus. If the selling securityholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. 
  
 We are required to pay all fees and expenses incident to the registration of
the shares of common stock. We have agreed to indemnify the selling securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. 
  
 The anti-manipulation rules of Regulation M under the Securities Exchange Act
of 1934 may apply to sales of our common stock and activities of the selling securityholders.