FORM OF CONTINGENT VALUE RIGHTS AGREEMENT
This CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of August 24, 2020, is by and among Griffin Industrial Realty, Inc., a Delaware corporation (the “Company”), and CM Change Industrial LP, a Delaware limited partnership (the “Investor”).
WHEREAS, in connection with the issuance by the Company of 504,590 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) on the date hereof to the Investor pursuant to that certain Securities Purchase Agreement, dated as of August 24, 2020 (the “Securities Purchase Agreement”), by and among the Company and the Investor, the Company is obligated to issue to the Investor the Contingent Value Rights (as defined below) for each Common Share.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.Definitions. Capitalized terms used but not defined in this Agreement shall have the respective meanings assigned thereto in the Securities Purchase Agreement. In addition to the terms defined in the Securities Purchase Agreement or elsewhere in this Agreement, the following terms have the meanings indicated:
(a)“Common Equity Purchase Price” shall equal $50.00 (as may be adjusted in accordance with Section 2(c)).
(b)“Contingent Value Rights” means 504,590 contingent value rights issued to the Investor subject to the terms and conditions contained herein (as may be adjusted in accordance with Section 2(c)).
(c)“Test Date” means the last Trading Day during the Lock-Up Period.
(d)“Trading Market” means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.
(e)“VWAP” means the dollar volume-weighted average price for the Common Stock on the Trading Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Trading Market publicly announces is the official close of trading), as reported by Bloomberg, L.P. through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York City Time (or such other time as the Trading Market publicly announces is the official close of trading), as