TRANSPHORM, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Transphorm, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2020 • Transphorm, Inc. • Semiconductors & related devices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of December 23, 2020, among Transphorm, Inc., a Delaware corporation (the “Company”) and the persons who have purchased the Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”) and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (as defined below) (collectively, the “Brokers”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreements (as defined below).
TRANSPHORM, INC.Stock Option Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • California
Unless otherwise defined herein, the terms defined in the 2015 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • February 11th, 2022 • Transphorm, Inc. • Semiconductors & related devices
Unless otherwise defined herein, the terms defined in the Transphorm, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
TRANSPHORM, INC. STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTStock Option Agreement • May 14th, 2020 • Transphorm, Inc. • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Transphorm, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 30th, 2020 • Transphorm, Inc. • Semiconductors & related devices • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) and Transphorm, Inc., a Delaware corporation (the “Company” or “Transphorm”) in connection with the private placement offering (the “Offering”) by the Company of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a purchase price of $3.00 per share (the “Purchase Price”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among PENINSULA ACQUISITION CORPORATION, a Delaware corporation, PENINSULA ACQUISITION SUB, INC., a Delaware corporation, and TRANSPHORM, INC., a Delaware corporation February 12, 2020Merger Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of February 12, 2020, by and among PENINSULA ACQUISITION CORPORATION, a Delaware corporation (the “Parent”), PENINSULA ACQUISITION SUB, INC., a Delaware corporation (the “Acquisition Subsidiary”), and TRANSPHORM, INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TRANSPHORM, INC.Warrant Agreement • December 28th, 2023 • Transphorm, Inc. • Semiconductors & related devices • New York
This Warrant is issued to [●], or its registered assigns (including any successors or assigns, the “Warrantholder”), in connection with that certain letter agreement, dated as of December 20, 2023, by and among Transphorm, Inc., a Delaware corporation (the “Company”), and the Warrantholder (the “Letter Agreement”).
PLACEMENT AGENT AGREEMENT December 22, 2020Placement Agent Agreement • December 30th, 2020 • Transphorm, Inc. • Semiconductors & related devices • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of February 12, 2020, among Peninsula Acquisition Corporation (to be renamed “Transphorm, Inc.” upon consummation of the Merger, as defined in the Subscription Agreement (as defined below), a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Merger Shares (as defined below), and the persons or entities identified on Schedule 2 hereto holding Registrable Pre-Merger Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Peninsula Acquisition Corporation (to be renamed “Transphorm, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”).
Registration Rights AgreementRegistration Rights Agreement • April 3rd, 2023 • Transphorm, Inc. • Semiconductors & related devices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of April 3, 2023, by and between Transphorm, Inc., a Delaware corporation (the “Company”) and each “Purchaser” named in the Purchase Agreements (as defined below) (collectively, the “Purchasers”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Purchase Agreements (as defined below).
INDEMNITY AGREEMENTIndemnification Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of ___, 2020, is entered into by and among Peninsula Acquisition Corporation, a Delaware corporation (the “Parent”), Transphorm, Inc., a Delaware corporation (“Transphorm” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2020 • Transphorm, Inc. • Semiconductors & related devices
This Amendment No. 3 to Loan and Security Agreement, dated as of April 8th, 2020 (this “Amendment”), is entered into by and between Nexperia B.V., a private limited liability company incorporated under the laws of the Netherlands, with its registered office at Jonkerbosplein 52, 6534 AB Nijmegen, the Netherlands (“Nexperia” or the “Lender”), and Transphorm Technology, Inc. (f/k/a Transphorm, Inc.), a Delaware corporation (“Transphorm” or the “Borrower”), and amends that certain Loan and Security Agreement, dated as of April 4, 2018, as previously amended by Amendment No. 1 to Loan and Security Agreement dated March 21, 2019, and by Amendment No. 2 to Loan and Security Agreement dated as of February 7th, 2020 (such Loan and Security Agreement as amended by Amendment No. 1 and Amendment No. 2, collectively, the “Loan and Security Agreement”). Capitalized terms used herein but not defined herein are used as defined in the Loan and Security Agreement.
ContractWarrant Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
Transphorm, Inc. Lock-Up Agreement July 9th, 2020Lock-Up Agreement • August 11th, 2020 • Transphorm, Inc. • Semiconductors & related devices • Delaware
This Lock-Up Agreement (this “Agreement”) is executed by and between Transphorm, Inc. (“Parent”), and the undersigned signatory in connection with the Subscription Agreement entered into by and among Parent and the purchasers set forth on the signature pages thereto (the “Purchasers”, and such agreement, the “Subscription Agreement”) pursuant to which the Purchasers purchased shares of common stock, par value $0.0001, of Parent (the “Parent Common Stock”) in a private placement offering in accordance with the terms and conditions of the Subscription Agreement (the “Offering”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2023 • Transphorm, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”), dated as of April 3, 2023, is by and between [●] (the “Purchaser”) and Transphorm, Inc., a Delaware corporation (the “Company” or “Transphorm”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 29th, 2017 • Peninsula Acquisition Corp • Delaware
AGREEMENT (this “Agreement”) entered into as of the 14th day of June, 2017, by and between Peninsula Acquisition Corporation, a Delaware corporation (the “Company”), and Mark Tompkins, an individual (the “Purchaser”).
ContractWarrant Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
February 10, 2020Warrant Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks
Re: Plain English Warrant Agreement, dated as of December 2, 2011, by and between Transphorm, Inc. and TriplePoint Capital LLC, as amended by that certain letter amendment, dated as of May 20, 2015, by and between Transphorm, Inc. and TriplePoint Capital LLC (the “Warrant”)
AGREEMENT AND PLAN OF MERGER among RENESAS ELECTRONICS AMERICA INC., TRAVIS MERGER SUB, INC., and, solely for the purposes set forth in Section 9.17, RENESAS ELECTRONICS CORPORATION and TRANSPHORM, INC. Dated January 10, 2024Merger Agreement • January 11th, 2024 • Transphorm, Inc. • Semiconductors & related devices • Delaware
This agreement and plan of merger (this “Agreement”) is dated January 10, 2024, and is by and among Renesas Electronics America Inc., a California corporation (“Parent”), Travis Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Renesas Electronics Corporation, a Japanese corporation (solely for the purposes set forth in Section 9.17) (“Guarantor”), and Transphorm, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 29th, 2017 • Peninsula Acquisition Corp • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 14th day of June, 2017, by and between Peninsula Acquisition Corporation, a Delaware corporation (the “Company”) and Ian Jacobs, an individual (the “Purchaser”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2020 • Transphorm, Inc. • Semiconductors & related devices • Delaware
This Amendment (the “Amendment”) to the Agreement (as defined below) is effective as of May 6, 2020 and is by and among Transphorm, Inc., a Delaware corporation (the “Company”) and the Majority Holders. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement.
JOINT VENTURE AGREEMENT by and among Aizu Fujitsu Semiconductor Limited Fujitsu Semiconductor Limited andJoint Venture Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks
THIS JOINT VENTURE AGREEMENT (“Agreement”) is made as of this 23rd day of May, 2017 by and among Aizu Fujitsu Semiconductor Limited (“AFSL”), a kabushiki kaisha incorporated in Japan, with an address at No.4 Kogyo Danchi, Monden-Machi, Aizu Wakamatsu, Fukushima, Japan, Fujitsu Semiconductor Limited (“FSL”), a kabushiki kaisha incorporated in Japan, with an address at Shin-Yokohama Chuo Building, 2-100-45, Shin-Yokohama, Kohoku-Ku, Yokohama, Kanagawa, Japan, as a one hundred percent (100%) shareholder of AFSL, and Transphorm, Inc. (“TPH”), a corporation incorporated in Delaware, with an address at 75 Castilian Drive, Goleta, California 93117, U.S.A. (collectively referred to as the “Parties” and individually, a “Party”).
ELEVENTH AMENDMENT TO LICENSE AGREEMENTLicense Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks
This eleventh amendment (“Eleventh Amendment”) to that certain license Agreement dated September 1, 2007 and bearing UC Agreement No. 2008-03-0189 (the “Agreement”) by and between The Regents of the University of California (“The Regents”) and Transphorm, Inc. (“Licensee”) is made effective this 29th day of October, 2019.
ContractDevelopment and License Agreement • June 24th, 2021 • Transphorm, Inc. • Semiconductors & related devices • California
[***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
ContractWarrant Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the "1933 ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD. OFFERED FOR SALE. PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
CONSENT, GUARANTY AND AMENDMENT AGREEMENTConsent, Guaranty and Amendment Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • Delaware
THIS CONSENT, GUARANTY and AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2020, by and among Peninsula Acquisition Corporation, a Delaware corporation (“Parent”), Transphorm, Inc., a Delaware corporation (the “Company”), and Yaskawa Electric Corporation (the “Noteholder”). Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in that certain subordinated convertible promissory note issued on October 4, 2017 by the Company to the Noteholder, due September 30, 2022, as amended by that certain Waiver, Consent and Amendment Agreement, dated March 16, 2018 (as amended, restated, supplemented or otherwise modified from time to time through the date hereof, the “Note”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2022 • Transphorm, Inc. • Semiconductors & related devices
This First Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of May 16, 2022, by and between [●] (the “Purchaser”) and Transphorm, Inc., a Delaware corporation (the “Company” or “Transphorm”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TRANSPHORM, INC.Warrant Agreement • April 3rd, 2023 • Transphorm, Inc. • Semiconductors & related devices • New York
This Warrant is issued to [●], or its registered assigns (including any successors or assigns, the “Warrantholder”), in connection with that certain letter agreement, dated as of March 31, 2023, by and among Transphorm, Inc., a Delaware corporation (the “Company”), and the Warrantholder (the “Letter Agreement”).
Transphorm Inc. 115 Castilian Drive, Goleta, CA 93117 805-456-1300Warrant Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks
WAIVER, CONSENT AND AMENDMENT AGREEMENTWaiver, Consent and Amendment Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks
THIS WAIVER, CONSENT AND AMENDMENT AGREEMENT (this “Agreement”), is made as of March 16, 2018, by and between Transphorm, Inc., a Delaware corporation (the “Company”), and Yaskawa Electric Corporation (the “Holder”). Capitalized terms used but not defined herein shall have the meanings given to such terms in that certain Subordinated Convertible Promissory Note due September 30, 2022, issued by the Company to the Holder on October 4, 2017 (as amended, restated, supplemented or otherwise modified from time to time through the date hereof, the “Note”).
Transphorm, Inc. 115 Castilian Drive, Goleta, CA 93117 805-456-1300Warrant Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks
EXCLUSIVE LICENSE AGREEMENT betweenExclusive License Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • California
This license agreement ("Agreement") is effective as of September l, 2007 ("Effective Date"), by and between The Regents of the University of California, a Califomia corporation, acting through its Santa Barbara campus having an Office of Technology & Industry Alliances located at 552 University Avenue, Trailer #342, Santa Barbara, CA 93106-2055 ("The Regents"), and Transphonn, Inc., a Delaware corporation, having a principal place of business at 107 S. La Patera Lane ("Licensee").
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • June 24th, 2021 • Transphorm, Inc. • Semiconductors & related devices • California
This Supply Agreement (“Agreement”) is made and entered into as of May 18, 2021 (“Effective Date”) by and between Nexperia B.V., having its principal offices located at Jonkerbosplein 52, 6534AB Nijmegen, The Netherlands (“Nexperia”), and Transphorm, Inc. with its principal offices located at 115 Castilian Drive, Goleta, CA 93117 (“Transphorm”) and amends and restates in its entirety that certain Supply Agreement between Nexperia and Transphorm dated April 4, 2018. Nexperia and Transphorm also are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
