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.
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.”
AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 24th, 2021 • Transphorm, Inc. • Semiconductors & related devices
This Amendment No. 5 to Loan and Security Agreement, dated as of March 1, 2021 (this “Amendment”), is entered into by and among 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., a Delaware corporation (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 as of March 21, 2019, Amendment No. 2 to Loan and Security Agreement dated as of February 7, 2020, Amendment No. 3 to Loan and Security Agreement dated as of April 8, 2020, and Amendment No. 4 to Loan and Security Agreement dated as of April 28, 2020 (such Loan and Security Agreement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, collectively, the “Loan and Security Agreement”). Capitaliz
AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 24th, 2021 • Transphorm, Inc. • Semiconductors & related devices
This Amendment No. 6 to Loan and Security Agreement, dated as of May 18, 2021 (this “Amendment”), is entered into by and among Nexperia B.V., a private limited liability company incorporated under the laws of the Netherlands (“Nexperia” or the “Lender”), Transphorm Technology, Inc., a Delaware corporation (“OpCo” or the “Borrower”), and Transphorm, Inc., a Delaware corporation and the parent company of OpCo (“TopCo” or the “Guarantor”), 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 as of March 21, 2019, Amendment No. 2 to Loan and Security Agreement dated as of February 7, 2020, Amendment No. 3 to Loan and Security Agreement dated as of April 8, 2020, Amendment No. 4 to Loan and Security Agreement dated as of April 28, 2020, and Amendment No. 5 to Loan And Security Agreement, dated as of March 1, 2021 (such Loan and Security Agreement as amended by Amendment No. 1, Amendment
STRATEGIC COOPERATION AGREEMENTStrategic Cooperation Agreement • June 24th, 2021 • Transphorm, Inc. • Semiconductors & related devices • London
This Strategic Cooperation Agreement (“Agreement”) is made and entered into as of May 18, 2021 by and among Nexperia B.V., a private limited liability company incorporated under the laws of the Netherlands with its principal office located at Jonkerbosplein 52, 6534AB Nijmegen, the Netherlands (“Nexperia”), Transphorm, Inc., a Delaware corporation with its principal office located at 75 Castilian Drive, Goleta, California 93117, U.S.A. (“TopCo”), Transphorm Technology, Inc., a Delaware corporation and wholly-owned subsidiary of TopCo (“OpCo”), Transphorm Japan, Inc., a Japanese company and wholly-owned subsidiary of OpCo (“TPJ”), and Transphorm Japan Epi, Inc., a Japanese company and wholly-owned subsidiary of TPJ (“TJE,” and collectively with TopCo, OpCo and TPJ, “Transphorm”). Nexperia and Transphorm also are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
Amended and Restated License AgreementLicense Agreement • June 24th, 2021 • Transphorm, Inc. • Semiconductors & related devices • California
This License Agreement (“Agreement”) is made as of May 18, 2021 (the “Effective Date”) byand 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 ( “TJE”); Nexperia B.V., having its principal offices located at Jonkerbosplein 52, 6534AB Nijmegen, The Netherlands (“Nexperia”); and Transphorm, Inc., with an office at 115 Castilian Drive, Goleta, CA, (“Transphorm”) and amends and restates in its entirety that certain Intracompany License Agreement between the Transphorm, Nexperia and TJE dated October 14, 2019. (Transphorm, Nexperia and TJE are each denoted a “Party” and collectively the “Parties”).
OPTION AGREEMENTOption Agreement • June 24th, 2021 • Transphorm, Inc. • Semiconductors & related devices • New York
This Option Agreement (“Agreement”) is made and entered into as of May 18, 2021 by and among Nexperia B.V., a private limited liability company incorporated under the laws of the Netherlands with its principal office located at Jonkerbosplein 52, 6534AB Nijmegen, the Netherlands (“Nexperia”), Transphorm, Inc., a Delaware corporation with its principal office located at 75 Castilian Drive, Goleta, California 93117, U.S.A. (“TopCo”), Transphorm Technology Inc., a Delaware corporation and a wholly owned subsidiary of TopCo (“OpCo”), Transphorm Japan, Inc., a Japanese kabushiki kaisha and a wholly owned subsidiary of OpCo (“TPJ”), and Transphorm Japan Epi, Inc., a Japanese kabushiki kaisha and a wholly owned subsidiary of TPJ (“TJE,” collectively with TopCo, OpCo, and TPJ, “Transphorm”, and each, a “Transphorm Entity”). Nexperia and Transphorm also are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
