Exhibit



Exhibit 10.17.4




Third    AMENDMENT TO LEASE 
	
						
	THIS AMENDMENT TO LEASE is made and entered into as of
	November 24, 2015
	, by and between

	Frieslander Holdings, LLC and Nederlander Holdings, LLC
	(“Lessor”)

	and
	Transphorm Inc., a Delaware Corporation
	(“Lessee”).

	 

	WHEREAS, on or about
	October 14, 2008
	a Lease was entered into by and between Lessor

	and Lessee relating to certain real property commonly known as:
	111 Castilian Drive, Suite B, Goleta, CA

	(the “Premises”), and




WHEREAS, Lessor and Lessee  ☑  have  ☐  have not previously amended said Lease (First Amendment dated March 17, 2009 and Second Amendment dated August 1, 2011), and 
WHEREAS, the Lessor and Lessee now desire to amend said Lease,
NOW, THEREFORE, for payment of ZERO TEN DOLLARS and other good and valuable consideration to Lessor, the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree to make the following additions and modifications to the Lease:
Paragraph 1.3. Term. The Lease expiration date shall be extended to June 30, 2021.
Paragraph 1.5. Base Rent. Commencing July 1, 2016 the Base monthly rent outlined in Paragraph 1.5 shall be $19,262 per month (11,800 square feet x $1.45 per square foot plus $2,152 for the yard area (approx. $0.35/SF)).
Paragraph 50. Rent Adjustments. Paragraph 50 is hereby deleted and replaced with the attached Paragraph 53.
Paragraph 51. Options to Extend. Paragraph 51 is hereby deleted and replaced with the attached Paragraph 54.
Paragraph 52. Letter of Credit. Paragraph 52 is hereby deleted and any remaining Letter of Credit held by the Lessor shall be removed subject to the Lessee providing financial statements for Lessor’s sole approval, including (a) current Balance Sheet and (b) 2013 and 2014 P&Ls. Lessee also to provide Lessor the Lessee’s current ownership breakdown and current articles of incorporation for Lessor’s sole approval. 
New Paragraph 56. Brokerage. Lessor and Lessee hereby acknowledge that Radius Group (Gene Deering) represents the Lessee and Radius Group (Bob Tuler) represents the Lessor (Radius Group is a dual agent). Upon the full execution of this Amendment the Lessor shall pay a brokerage fee equal to three percent of the minimum Base Rent payable by Lessee from 7/10/2016 through 6/30/2021. Said brokerage fee shall be split 50/50 between Lessee’s agent and Lessor’s agent.


	
				
	/s/ MW
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	/s/ P.A.P

	 
	 
	 

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	©2006 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
	FORM ATL-0-7/06E









New Paragraph 57. Third Amendment Only Binding Upon Execution and Delivery. Preparation of this Third Amendment to Lease by either party or their agent and submission of same to the other Party shall not be deemed a binding document until such time that document is fully executed and delivered by all Parties hereto.
	
				
	☐             TERM: The Expiration Date is hereby ☐ advanced ☐ extended to
	 

	 

	 

	☐             AGREED USE: The Agreed Use is hereby modified to:
	 

	 

	 

	 

	 

	☐             BASE RENT ADJUSTMENT: Monthly Base Rent shall be as follows:
	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	☐             OTHER:
	 

	 

	 

	 

	 

	 

	 

	 

	 

	 




The Agreement shall not be construed against the party preparing it, but shall be construed as if all parties jointly prepared this Agreement and any uncertainty and ambiguity shall not be interpreted against any one party.
All other terms and conditions of this Lease shall remain unchanged and shall continue in full force and effect except as specifically amended herein.
EXECUTED as of the day and year first above written.
	
							
	By Lessor:
	 
	By Lessee:
	/s/ P. A. Parikh

	 
	 
	 
	 
	 
	 
	 

	Frieslander Holdings, LLC and Nederlander
	 
	Transphorm Inc., a Delaware Corporation

	Holdings, LLC
	 
	 

	 
	 
	 
	 
	 
	 
	 

	By:
	/s/ Marc Winnikoff
	 
	By:
	/s/ P. A. Parikh (Primit Parikh).

	Name Printed:
	Marc Winnikoff
	 
	Name Printed:
	Primit Parikh

	Title:
	Managing Member
	 
	Title:
	Co-Founder and COO

	 
	 
	 
	 
	 
	 
	 

	By:
	 
	 
	By:
	 

	Name Printed:
	 
	 
	Name Printed:
	 

	Title:
	 
	 
	Title:
	 




NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association,
500 N Brand Blvd, Suite 900, Glendale, CA 91203.
Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.


	
				
	/s/ MW
	PAGE 2 OF 2
	/s/ P.A.P

	 
	 
	 

	INITIALS
	 
	INITIALS

	 
	 
	 

	©2006 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
	FORM ATL-0-7/06E











RENT ADJUSTMENT(S)
STANDARD LEASE ADDENDUM
	
						
	Dated
	November 24, 2015

	 

	By and Between (Lessor)
	Frieslander Holdings, LLC and Nederlander

	 
	Holdings, LLC

	 

	(Lessee)
	Transphorm Inc., a Delaware Corporation

	 
	 

	 

	Address of Premises:
	111 Castilian Drive, Suite B

	 
	Goleta, CA




	
		
	Paragraph
	53




	
			
	A.             RENT ADJUSTMENTS:

	 

	The monthly rent for each month of the adjustment period(s) specified below shall be increased using the method(s) indicated below:

	 

	(Check Method(s) to be Used and Fill in Appropriately)

	 

	☐     I.      Cost of Living Adjustment(s) (COLA)

	                a.      On (Fill in COLA Dates):
	 

	 

	 

	 

	the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S Department of Labor for (selected one): ☐  CPI W (Urban Wage Earners and Clerical Workers) or ☐  CPI U (All Urban Consumers) for (Fill in Urban Area):

	 

	 

	 
	. All items

	 

	(1982 - 1984 = 100), herein referred to as “CPI”,

	 

	                b.      The monthly rent payable in accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) specified in paragraph A.I.a. above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one):  the ☐ first month of the term of this Lease as set forth in paragraph 1.3 (“Base Month”) or ☐ (Fill in Other “Base Month”): 

	 
	. The sum 

	 

	so calculated shall constitute the new monthly rent hereunder, but in no event, shall any such new monthly rent be less than the rent payable for the month immediately preceding the rent adjustment.

	 

	                c.      In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the mater shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties. 






	
				
	/s/ MW
	PAGE 1 OF 2
	/s/ P.A.P

	 
	 
	 

	INITIALS
	 
	INITIALS

	 
	 
	 

	©2000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
	FORM RA-3-8/00E









	
			
	☐     II.      Market Rental Value Adjustment(s) (MRV)

	                 a.      On (Fill in MRV Adjustment Date(s):
	 

	 

	 

	 

	the Base Rent shall be adjusted to the “Market Rental Value” of the property as follows:

	 

	                           1)  Four months prior to each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached within thirty days, then:

	 

	                                 (a)  Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days. Any associated costs will be split equally between the Parties, or 

	 

	                                 (b)  Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit such determination, in writing, to arbitration in accordance with the following provisions:

	 

	                                         (i)  Within 15 days thereafter, Lessor and Lessee shall each select an ☐ appraiser or ☐ broker (“Consultant” - check one) of their choice to act as an arbitrator. The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator.

	 

	                                         (ii)  The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV for the Premises is, and whether Lessor’s or Lessee’s submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be used by the Parties. 

	 

	                                         (iii)  If either of the Parties fails to appoint an arbitrator within the specified 15 days, the arbitrator timely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Parties. 

	 

	                                         (iv)  The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, i.e., the one that is NOT the closest to the actual MRV.

	 

	                           2)  Notwithstanding the foregoing, the new MRV shall not be less than the rent payable for the month immediately preceding the rent adjustment.

	 

	                    b.  Upon the establishment of each New Market Rental Value:

	                           1)  the new MRV will become the new “Base Rent” for the purpose of calculating any further Adjustments, and

	                           2)  the first month of each Market Rental Value term shall become the new ‘Base Month’ for the purpose of calculating any further Adjustments.




	
					
	☑     III.      Fixed Rental Adjustment(s) (FRA)

	 

	The Base Rent shall be increased to the following amounts on the dates set forth below:

	 
	 
	 
	 
	 

	 
	On (Fill in FRA Adjustment Date(s)):
	 
	The New Base Rent shall be:
	 

	 
	July 1, 2017
	 
	$19,840.00
	 

	 
	July 1, 2018
	 
	$20,435.00
	 

	 
	July 1, 2019
	 
	$21,048.00
	 

	 
	July 1, 2020
	 
	$21,680.00
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	B.             NOTICE:

	Unless specified otherwise herein, notice of any such adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease.

	 

	C.             BROKER’S FEE:

	The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease or if applicable, paragraph 9 of the Sublease.

	 

	NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR commercial Real Estate Association,
500 N Brand Blvd, Suite 900, Glendale, CA, 91203.
Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.






	
				
	/s/ MW
	PAGE 2 OF 2
	/s/ P.A.P

	 
	 
	 

	INITIALS
	 
	INITIALS

	 
	 
	 

	©2000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
	FORM RA-3-8/00E











OPTION(S) TO EXTEND
STANDARD LEASE ADDENDUM
	
						
	Dated
	November 24, 2015

	 

	By and Between (Lessor)
	Frieslander Holdings, LLC and Nederlander

	 
	Holdings, LLC

	 

	By and Between (Lessee)
	Transphorm Inc., a Delaware Corporation

	 
	 

	 

	Address of Premises:
	111 Castilian Drive, Suite B

	 
	Goleta, CA




	
		
	Paragraph
	54




	
							
	A.             OPTION(S) TO EXTEND:
	 
	 
	 
	 

	 

	Lessor hereby grants to Lessee the option to extend the term of this Lease for 
	two (2)
	additional
	thirty-six (36)

	month period(s) commencing when the prior term expires upon each and all of the following terms and conditions:

	 

	                 (i)  In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must 

	receive the same at least
	6
	but not more than
	12
	months prior to the date that the option period would 

	commence, time being of the essence. If proper notification of the exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are more than one) may only be exercised consecutively. 

	 

	                 (ii)  The provisions of paragraph 39, including those relating to Lessee’s Default set forth in paragraph 39.4 of this Lease, are conditions of this Option. 

	 

	                 (iii)  Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease except where specifically modified by this option shall apply

	 

	                 (iv)  This Option is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting.

	 

	                 (v)  The monthly rent for each month of the option period shall be calculated as follows, using the method(s) indicated below:
(Check Method(s) to be Used and Fill in Appropriately)






	
				
	/s/ MW
	PAGE 1 OF 3
	/s/ P.A.P

	 
	 
	 

	INITIALS
	 
	INITIALS

	 
	 
	 

	©2000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
	FORM OE-3-8/00E









	
		
	☐     I.      Cost of Living Adjustment(s) (COLA)

	        a.     On (Fill in COLA Dates:)
	 

	 

	 

	 

	the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (select one): ☐ CPI W (Urban Wage Earners and Clerical Workers) or ☐ CPI U (All Urban Consumers), for (Fill in Urban Area):

	 

	 

	All items (1982-1984 = 100), herein referred to as “CPI”,

	 

	        b.     The monthly rent payable in accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) specified in paragraph A.I.a above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior (select one): ☐ the first month of the term of this Lease as set forth in paragraph 1.3 (“Base Month” or ☐

	 

	Fill in Other “Base Month”):

	 

	 

	The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall any such new monthly rent be less than the rent payable for the month immediately preceding the rent adjustment. 

	 

	        c.     In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties.




	
		
	☑     II.      Market Rental Value Adjustment(s) (MRV)

	        a.     On (Fill in MVR Adjustment Date(s))
	July 1, 2021 and July 1, 2024

	 

	the Base Rent shall be adjusted to the “Market Rental Value” of the property as follows:

	 

	                           1) Four Six months prior to each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree upon what the new MVR will be on the adjustment date. If agreement cannot be reached, within thirty days, then:

	 

	                                 (a)  Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days. Any associated costs will be split equally between the Parties, or 

	 

	                                 (b)  Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit such determination, in writing, to arbitration in accordance with the following provisions:

	 

	                                         (i)  Within 15 days thereafter, Lessor and Lessee shall each select an ☐ appraiser or ☑ broker (“Consultant” - check one) of their choice to act as an arbitrator. The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator.

	 

	                                         (ii)  The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV for the Premises is, and whether Lessor’s or Lessee’s submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be used by the Parties. 

	 

	                                         (iii)  If either of the Parties fails to appoint an arbitrator within the specified 15 days, the arbitrator timely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Parties. 

	 

	                                         (iv)  The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, i.e., the one that is NOT the closest to the actual MRV.

	 

	                           2) Notwithstanding the foregoing, the new MRV shall not be less than the rent payable for the month immediately preceding the rent adjustment.

	 

	        b.     Upon the establishment of each New Market Rental Value:

	 

	                 1)  the new MRV will become the new “Base Rent” for the purpose of calculating any further Adjustments, and

	                 2)  the first month of each Market Rental Value term shall become the new “Base Month” for the purpose of calculating any further Adjustments.






	
				
	/s/ MW
	PAGE 2 OF 3
	/s/ P.A.P

	 
	 
	 

	INITIALS
	 
	INITIALS

	 
	 
	 

	©2000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
	FORM OE-3-8/00E









	
					
	☑     III.      Fixed Rental Adjustment(s) (FRA)

	 

	The Base Rent shall be increased to the following amounts on the dates set forth below:

	 
	 
	 
	 
	 

	 
	On (Fill in FRA Adjustment Date(s)):
	 
	The New Base Rent shall be:
	 

	 
	July 1, 2021
	 
	MRV Adjustment as per Paragraph
	 

	 
	 
	 
	54.A.II above
	 

	 
	July 1, 2022
	 
	3% increase from July 2021 Base Rent
	 

	 
	July 1, 2023
	 
	3% increase from July 2022 Base Rent
	 

	 
	 
	 
	 
	 

	 
	July 1, 2024
	 
	MRV Adjustment as per Paragraph
	 

	 
	 
	 
	54.A.II above
	 

	 
	July 1, 2025
	 
	3% increase from July 2024 Base Rent
	 

	 
	July 1, 2026
	 
	3% increase from July 2025 Base Rent
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	B.             NOTICE:

	Unless Specified otherwise herein, notice of any such adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease.

	 

	C.             BROKER’S FEE:

	The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease or if applicable, paragraph 9 of the Sublease.

	 

	NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR commercial Real Estate Association,
500 N Brand Blvd, Suite 900, Glendale, CA, 91203.
Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.






	
				
	/s/ MW
	PAGE 3 OF 3
	/s/ P.A.P

	 
	 
	 

	INITIALS
	 
	INITIALS

	 
	 
	 

	©2000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
	FORM OE-3-8/00E