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.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 11th, 2024 • Transphorm, Inc. • Semiconductors & related devices • Delaware
This VOTING AND SUPPORT AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of January 10, 2024, is entered into by and between KKR Phorm Investors L.P. (the “Stockholder”), in such Person’s capacity as a stockholder of Transphorm, Inc., a Delaware corporation (the “Company”), and Renesas Electronics America Inc., a California corporation (“Parent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
