Private Placement	9 Months Ended
Aug. 31, 2020
Private Placement
Private Placement	2. Private Placement On August 24, 2020, pursuant to the Securities Purchase Agreement, Griffin: (i) sold 504,590 shares of its Common Stock; and (ii) issued a warrant ( the “Warrant”) to Cambiar to acquire 504,590 additional shares of Common Stock (subject to adjustment as set forth therein) at an exercise price of $60.00 per share (the “Exercise Price”). Cambiar paid $50.00 per share of Common Stock and $4.00 per Warrant Share for the Warrant for total proceeds of $27,248, before expenses of $449. Pursuant to the Securities Purchase Agreement, for so long as Cambiar owns shares of Common Stock constituting more than 4.9% of Griffin’s Common Stock issued and outstanding, Cambiar will have the right to designate one member (the “Purchaser Nominee”) to Griffin’s Board of Directors (subject to certain terms and conditions set forth therein) and such Purchaser Nominee shall be nominated by the Board for re-election as a director at each subsequent meeting of the Company’s stockholders. Until the one-year anniversary of the date of the Securities Purchase Agreement, Cambiar may not transfer any of the shares of Common Stock without Griffin’s prior written consent. Subject to certain customary exceptions set forth in the Securities Purchase Agreement, Cambiar and its affiliates are prohibited from, among other things: (i) acquiring securities or assets of Griffin; (ii) effecting a tender offer, merger, acquisition, business combination, exchange offer, recapitalization, restructuring, liquidation, dissolution or similar transaction of Griffin; (iii) making or participating in any proxy solicitation relating to the election of directors that has not been approved by the independent directors of Griffin; and (iv) seeking to control or influence the management or policies of Griffin, in each case, until the later of (x) twenty-four months following the date of the Securities Purchase Agreement and (y) such time as Cambiar is no longer entitled to nominate a Purchaser Nominee to Griffin’s Board of Directors. On August 24, 2020, Griffin and Cambiar also entered into a Contingent Value Rights Agreement (the “Contingent Value Rights Agreement”), pursuant to which Cambiar is entitled to a one-time cash payment in the event that Griffin’s volume weighted average share price per share of Common Stock for the thirty trading day period ending on the date of the one-year anniversary of the date of the Securities Purchase Agreement (the “30-Day VWAP”) is less than the purchase price paid by Cambiar in respect of each common share (the “Common Shares Purchase Price”), subject to adjustment as described therein. If the 30-Day VWAP is less than the Common Shares Purchase Price, Cambiar is entitled to a one-time cash payment per contingent value right (“CVR”) calculated on a linear basis relative to the difference between the 30-Day VWAP and the Common Shares Purchase Price. Such payment will in no event exceed $2,523, which is 10% of the total paid by Cambiar to purchase the Common Stock. The Warrant is exercisable from the date of issuance and has a term of three years. The Exercise Price and the number of shares of Common Stock issuable upon exercise of the Warrant is subject to appropriate adjustments in the event of certain stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. Upon a Fundamental Transaction (as defined in the Warrant) in which the consideration consists solely of cash, solely of marketable securities or a combination thereof, the remaining unexercised portion of the Warrant will automatically be deemed to be exercised or the Warrant will be terminated, depending on whether the purchase price per share of one share of Common Stock in such fundamental transaction is greater or less than the Exercise Price. In addition, if such Fundamental Transaction occurs prior to the one-year anniversary of the date of the Warrant, and the price per share of one share of Common Stock in such Fundamental Transaction is less than the Exercise Price, or if it is greater than the Exercise Price but less than the purchase price paid by the holder per Warrant Share, then the holder will be entitled to receive up to an amount equal to the purchase price paid by the holder per Warrant Share in respect of any unexercised portion of the Warrant. The holder will not be entitled to exercise any portion of the Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder of the Warrant (together with its affiliates) to exceed 9.90% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrant. However, the holder may increase or decrease such percentage to any other percentage not in excess of 19.90% upon at least 61 days’ prior notice from the holder to Griffin, subject to the terms of the Warrant. Both the Warrant and the CVRs are derivative financial instruments and reported as liabilities at their fair values on Griffin’s consolidated balance sheet as of August 31, 2020 (see Notes 3 and 9). Although the fair value of the Warrant was $5,410 as of August 31, 2020, the maximum amount that Griffin would be required to pay if the Warrant were to be settled in cash is $2,018.

Private Placement

9 Months Ended

Aug. 31, 2020

2. Private Placement

On August 24, 2020, pursuant to the Securities Purchase Agreement, Griffin: (i) sold 504,590 shares of its Common Stock; and (ii) issued a warrant ( the “Warrant”) to Cambiar to acquire 504,590 additional shares of Common Stock (subject to adjustment as set forth therein) at an exercise price of $60.00 per share (the “Exercise Price”). Cambiar paid $50.00 per share of Common Stock and $4.00 per Warrant Share for the Warrant for total proceeds of $27,248, before expenses of $449. Pursuant to the Securities Purchase Agreement, for so long as Cambiar owns shares of Common Stock constituting more than 4.9% of Griffin’s Common Stock issued and outstanding, Cambiar will have the right to designate one member (the “Purchaser Nominee”) to Griffin’s Board of Directors (subject to certain terms and conditions set forth therein) and such Purchaser Nominee shall be nominated by the Board for re-election as a director at each subsequent meeting of the Company’s stockholders. Until the one-year anniversary of the date of the Securities Purchase Agreement, Cambiar may not transfer any of the shares of Common Stock without Griffin’s prior written consent.

Subject to certain customary exceptions set forth in the Securities Purchase Agreement, Cambiar and its affiliates are prohibited from, among other things: (i) acquiring securities or assets of Griffin; (ii) effecting a tender offer, merger, acquisition, business combination, exchange offer, recapitalization, restructuring, liquidation, dissolution or similar transaction of Griffin; (iii) making or participating in any proxy solicitation relating to the election of directors that has not been approved by the independent directors of Griffin; and (iv) seeking to control or influence the management or policies of Griffin, in each case, until the later of (x) twenty-four months following the date of the Securities Purchase Agreement and (y) such time as Cambiar is no longer entitled to nominate a Purchaser Nominee to Griffin’s Board of Directors.

On August 24, 2020, Griffin and Cambiar also entered into a Contingent Value Rights Agreement (the “Contingent Value Rights Agreement”), pursuant to which Cambiar is entitled to a one-time cash payment in the event that Griffin’s volume weighted average share price per share of Common Stock for the thirty trading day period ending on the date of the one-year anniversary of the date of the Securities Purchase Agreement (the “30-Day VWAP”) is less than the purchase price paid by Cambiar in respect of each common share (the “Common Shares Purchase Price”), subject to adjustment as described therein. If the 30-Day VWAP is less than the Common Shares Purchase Price, Cambiar is entitled to a one-time cash payment per contingent value right (“CVR”) calculated on a linear basis relative to the difference between the 30-Day VWAP and the Common Shares Purchase Price. Such payment will in no event exceed $2,523, which is 10% of the total paid by Cambiar to purchase the Common Stock.

The Warrant is exercisable from the date of issuance and has a term of three years. The Exercise Price and the number of shares of Common Stock issuable upon exercise of the Warrant is subject to appropriate adjustments in the event of certain stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. Upon a Fundamental Transaction (as defined in the Warrant) in which the consideration consists solely of cash, solely of marketable securities or a combination thereof, the remaining unexercised portion of the Warrant will automatically be deemed to be exercised or the Warrant will be terminated, depending on whether the purchase price per share of one share of Common Stock in such fundamental transaction is greater or less than the Exercise Price. In addition, if such Fundamental Transaction occurs prior to the one-year anniversary of the date of the Warrant, and the price per share of one share of Common Stock in such Fundamental Transaction is less than the Exercise Price, or if it is greater than the Exercise Price but less than the purchase price paid by the holder per Warrant Share, then the holder will be entitled to receive up to an amount equal to the purchase price paid by the holder per Warrant Share in respect of any unexercised portion of the Warrant.

The holder will not be entitled to exercise any portion of the Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder of the Warrant (together with its affiliates) to exceed 9.90% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrant. However, the holder may increase or decrease such percentage to any other percentage not in excess of 19.90% upon at least 61 days’ prior notice from the holder to Griffin, subject to the terms of the Warrant.

Both the Warrant and the CVRs are derivative financial instruments and reported as liabilities at their fair values on Griffin’s consolidated balance sheet as of August 31, 2020 (see Notes 3 and 9). Although the fair value of the

Warrant was $5,410 as of August 31, 2020, the maximum amount that Griffin would be required to pay if the Warrant were to be settled in cash is $2,018.