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).
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”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF TRANSPHORM, INC.Warrant Agreement • December 30th, 2020 • Transphorm, Inc. • Semiconductors & related devices • California
This Warrant is issued to [●], or its registered assigns (including any successors or assigns, the “Warrantholder”), in connection with that certain Placement Agent Agreement, dated as of December 22, 2020, by and among Transphorm, Inc. (f/k/a Peninsula Acquisition Corporation), a Delaware corporation (the “Company”), and Loop Capital Markets LLC, as representative of the placement agents set forth therein (the “Placement Agent Agreement”). The Warrant Shares (as defined below) are entitled to the benefits, and subject to the obligations, set forth in that certain Registration Rights Agreement, dated as of December 23, 2020, among the Company, the Warrantholder and the other parties thereto (the “Registration Rights Agreement”).
PLACEMENT AGENT AGREEMENT December 22, 2020Placement Agent Agreement • December 30th, 2020 • Transphorm, Inc. • Semiconductors & related devices • New York
