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”).
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”).
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, 2020Agreement and Plan of Merger and Reorganization • 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.”
INDEMNITY AGREEMENTIndemnity 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”).
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”).
ContractPeninsula Acquisition Corp • February 14th, 2020 • 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.
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).
ContractPeninsula Acquisition Corp • February 14th, 2020 • 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, 2020Peninsula Acquisition Corp • February 14th, 2020 • 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”)
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.
ContractPeninsula Acquisition Corp • February 14th, 2020 • 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”).
Transphorm Inc. 115 Castilian Drive, Goleta, CA 93117 805-456-1300Peninsula Acquisition Corp • February 14th, 2020 • 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 805-456-1300Peninsula Acquisition Corp • February 14th, 2020 • Blank checks
EXCLUSIVE LICENSE AGREEMENT betweenLicense 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").
ContractEnglish Warrant Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE 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.
ContractPeninsula Acquisition Corp • February 14th, 2020 • Blank checks • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FIRST AMENDMENT TOPeninsula Acquisition Corp • February 14th, 2020 • Blank checks
THIS FIRST AMENDMENT TO STANDARD INDUSTRIAL COMMERCIAL MULT - TENANT LEASE - NET (the "Amendment"), is made and entered into, effective as of March 17, 2009 the "Effective Date"), by and between FRIESLANDER HOLDINGS, LLC and NEDERLANDER HOLDINGS, LLC (together, "Lessor") and TRANSPHORM. INC. ("Lessee"), with reference to the following facts:
Intracompany License AgreementIntracompany License Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • California
This Intracompany License Agreement (“Agreement”) is made as of Oct 14, 2019 (the “Effective Date”) by and between Transphorm Japan Epi, a Japanese company with an address at 2-5-15 Shinyokohama, Kohoku-ku, Yokohama City, Japan and company registration no.0200-01-132392 (“Subsidiary” or “TJE”); and Transphorm, Inc., with an office at 115 Castilian Drive, Goleta, CA, (“Transphorm”) (Transphorm and Subsidiary are each denoted a “Party” and collectively the “Parties”).
Peninsula Acquisition Corporation (to be renamed “Transphorm, Inc.”) Lock-Up AgreementLock-Up Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”) is executed by and between Peninsula Acquisition Corporation (“Parent”), and the undersigned signatory in connection with the Subscription Agreement to be entered into by and among Parent (to be renamed “Transphorm, Inc.” following the consummation of the Merger (as defined below)) and the purchasers set forth on the signature pages thereto (the “Purchasers”, and such agreement, the “Subscription Agreement”) pursuant to which the Purchasers will purchase 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”).
Transphorm Inc. 115 Castilian Drive, Goleta, CA 93117 805-456-1300Peninsula Acquisition Corp • February 14th, 2020 • Blank checks
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • Delaware
This INDEMNIFICATION AGREEMENT, dated as of February 12, 2020 (the “Agreement”), is between Transphorm, Inc. (f/k/a Peninsula Acquisition Corporation), a Delaware Corporation (the “Company”) and KKR Phorm Investors L.P. (the “Investor”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
LOAN AND SECURITY AGREEMENT dated as of April 4, 2018 by and betweenLoan and Security Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 4, 2018 (the “Effective Date”), 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, INC., a Delaware corporation (the “Borrower”), provides the terms on which the Lender shall lend to the Borrower and the Borrower shall repay the Lender.
STOCKHOLDERS AGREEMENTStockholders Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • Delaware
This Stockholders Agreement is entered into as of February 12, 2020 by and among Transphorm, Inc. (f/k/a Peninsula Acquisition Corporation), a Delaware corporation (the “Company”), and KKR Phorm Investors L.P. (“KKR Phorm”).
AUTHORIZED FOR LOCAL REPRODUCTIONPrevious edition is NOT usable STANDARD FORM 26 (REV. 5/2011)Prescribed by GSA [ FAR (48 CFR) 53.214(a)Peninsula Acquisition Corp • February 14th, 2020 • Blank checks
This project comprises three base tasks and two optional tasks. The three base tasks develop n-polar epitaxy technology on both silicon and SiC substrates, provides for some initial device feedback and establishes initial pilot production. At the end of Base Task 3, N-polar GaN on 100mm SiC HEMTs will meet Stage 5 Material Specifications and be ready for pilot production (see Table 2. The two optional tasks are detailed in Section 9 and establish Transphorm’s epitaxial foundry capability and manufacturing readiness for n-polar HEMTs on both silicon and SiC substrates. As part of the optional tasks, epitaxy process controls will be established along with full manufacturing documentation. A reliability profile will also be created for n-polar HEMTs.
AMENDMENT NO. 1 TO SUPPLY AGREEMENTSupply Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks
This Amendment No. 1 to Supply Agreement, dated as of February 7, 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”) and Transphorm, Inc., a Delaware corporation (“Transphorm”), and amends that certain Supply Agreement, dated as of April 4, 2018, by and between Nexperia and Transphorm (the “Agreement”). Capitalized terms used herein but not defined herein are used as defined in the Agreement.
AMENDMENT NO. 1 TO DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks
This Amendment No. 1 to Development and License Agreement, dated as of March 21st, 2019 (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”) and Transphorm, Inc., a Delaware corporation (“Transphorm”), and amends that certain Development and License Agreement, dated as of April 4, 2018, by and between Nexperia and Transphorm (the “Agreement”). Capitalized terms used herein but not defined herein are used as defined in the Development and License Agreement.
11100 Santa Monica Blvd., Suite 800Los Angeles, CA 90025Tel: (310) 966-1444 www.brileyfbr.comPeninsula Acquisition Corp • February 14th, 2020 • Blank checks
February 5, 2020Peninsula Acquisition Corp • February 14th, 2020 • Blank checks
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks
This Amendment No. 1 to Loan and Security Agreement, dated as of March 21, 2019 (this “Amendment”), to that certain Loan and Security Agreement, dated as of April 4, 2018 (the “Loan and Security Agreement”), 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, Inc., a Delaware corporation (the “Borrower”), is entered into by and between the Lender and the Borrower. Capitalized terms used herein but not defined herein are used as defined in the Loan and Security Agreement.
AMENDMENT NO. 2 TO DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks
This Amendment No. 2 to Development and License Agreement, dated as of February 7, 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”) and Transphorm, Inc., a Delaware corporation (“Transphorm”), and amends that certain Development and License Agreement, dated as of April 4, 2018, by and between Nexperia and Transphorm, as previously amended by Amendment No. 1 dated March 21, 2019 (such Development and License Agreement and Amendment No. 1, collectively, the “Agreement”). Capitalized terms used herein but not defined herein are used as defined in the Agreement.
TRANSPHORM, INC.Stock Plan • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • California
Unless otherwise defined herein, the terms defined in the 2007 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
ContractDevelopment and License Agreement • February 14th, 2020 • Peninsula Acquisition Corp • Blank checks • 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.
