Exhibit



Exhibit 10.22.1




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.
PLAIN ENGLISH WARRANT AGREEMENT
This  is a  PLAIN ENGLISH  WARRANT AGREEMENT  dated  November 3,  2010  by  and  between  TRANSPHORM. INC., a Delaware corporation, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company.
The words  "We",  "Us",  or "Our"  refer  to the warrant  holder,  which  is  TRIPLEPOINT CAPITAL LLC.   The words  "You" or "Your"  refers to the issuer. which  is TRANSPHORM. INC.,  and not to any individual.   The words  "the  Parties"  refers to both  TRIPLEPOINT CAPITAL LLC  and TRANSPHORM, INC.   This Plain  English  Warrant  Agreement may be referred to as the "Warrant Agreement".
The  Parties   have  entered into  (i)  a Plain  English  Master Lease  Agreement  dated  as of November 3.  2010,  and  related Software  or Hardware  Facility  Schedules   and  Summary  Schedules  which  are  collectively  referred   to  in  this  Warrant Agreement as the "Lease  Agreement" and (ii) an Equipment Loan and Security  Agreement dated  as of November 3.  2010, the "Loan Agreement".
In consideration of such Lease Agreement  and Loan Agreement. the Parties agree to the following mutual agreements and conditions set forth below:
	
						
	WARRANT INFORMATION

	

Effective Date


November 3, 2010
	

Warrant Number


0653-W-01
	

Lease Facility Schedules and Loan
Facility Number


0653-LE-01H/0653-LE-01S and
0653-LO-01H/0653-LO-01S

	

Warrant Coverage


$210,000 (6% of $3,500,000)
	

Number of Shares


72,942, subject to adjustment per the terms of this Warrant Agreement
	

Price Per Share


$2.879, subject to adjustment per the terms of this Warrant Agreement
	

Type of Stock


Series C Preferred Stock, subject to adjustment per the terms of this Warrant Agreement




	
			
	OUR CONTACT INFORMATION

	

Name


TriplePoint Capital LLC
	

Address For Notices


2755 Sand Hill Road, Ste. 150
Menlo Park, CA  94025
Tel: (650) 854-2090
Fax: (650) 854-1850
	

Contact Person


Sajal Srivastava, COO 
Tel: [***]
Fax: (650) 854-1850
email: legal@triplepointcapital.com

	YOUR CONTACT INFORMATION

	

Customer Name


Transphorm, Inc.
	

Address For Notices


115 Castilian Drive
Goleta, CA 93117
	

Contact Person


Primit Parikh, COO 
Tel: [***]
Fax: (805) 961-9528
Email: pparikh@transphormusa.com






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	1.
	WHAT YOU AGREE TO GRANT US




You  grant to Us and We are entitled, upon  the terms  and subject to the conditions  set forth  in this  Warrant  Agreement, to purchase  from You,  at a price per share  equal  to the Exercise  Price,  that number  of fully paid  and non-assessable  shares  of Your Warrant  Stock equal to Two  Hundred Ten Thousand Dollars  ($210,000), divided  by the Exercise  Price.
The number  of shares  of Warrant Stock and the Exercise  Price of such Warrant Stock are subject to adjustment as provided in Section 4 hereof.
For purposes  of this Warrant  Agreement, the following capitalized terms have the meanings given below:
"Exercise Price" means  the lower of(a) $2.879  if we exercise  this Warrant Agreement for Your Series C Preferred Stock  and (b) the lowest per  share  price  for which  Your  preferred  stock  is  sold  in the Next  Round  if we exercise this Warrant  Agreement for the class and series of Your preferred stock issued in the Next Round.
"Next  Round"  means the  next  bona  fide  round  of equity  financing   in which  You  issue and  sell  shares  of your preferred  stock  for  aggregate gross  cash  proceeds of at  least  $1,000,000  ( excluding  any  amounts  received  upon conversion or cancellation of indebtedness) subsequent to the Effective Date.
"Warrant Stock"  means (a) the class and series  of Your preferred stock  issued  in the Next  Round,  if the lowest per share price for which  such preferred  stock  is sold  in  the Next Round  is  less  than  $2.879,  or (b) in  all other  cases, Your  Series  C Preferred  Stock.   For avoidance of doubt,  if this Warrant Agreement is  exercised prior  to the Next Round then this Warrant Agreement shall be exercisable for Your Series C Preferred Stock.
The Parties  agree  that this Warrant  Agreement to purchase the Warrant  Stock has a fair market  value  equal  to $100 and that $100  of the issue  price  is  included  as part  of the  leased  value  and  will  be  allocable  to  the  Warrant Agreement  and  the original  issue discount  on the Lease Agreement shall be considered to be zero.
	
		
	2.
	WHEN ARE  WE  ENTITLED TO  PURCHASE YOUR WARRANT STOCK.




The term of this Warrant  Agreement and our right to purchase  Warrant Stock will begin  on the Effective Date, and shall be available  for the greater of (i) 7 years  from the Effective  Date or (ii) 5  years  from the effective  date  of Your  initial  public offering.


Notwithstanding  the foregoing,  in  the event  of a Merger Event  (as defined  in Section  4) where  the consideration received by  holders  of Warrant   Stock  in such  Merger Event  is  all  cash,  then  this  Warrant Agreement  (i)  to  the  extent  the  cash consideration per share of Warrant   Stock exceeds the  Exercise  Price,  shall  be deemed   exercised in accordance with the provisions of Section  3 (net issuance method)  immediately prior to the closing  of the Merger  Event,  or (ii)  to the extent the cash consideration per share  of Warrant Stock does not exceed  the Exercise Price,  shall terminate,  unless  exercised prior  to such Merger  Event.
	
		
	3.
	 HOW WE  MAY  PURCHASE YOUR WARRANT  STOCK.




We may  exercise  Our purchase rights,  in  whole  or in part,  at any time,  or from  time  to time,  prior  to the expiration  of the term  of this  Warrant  Agreement, by  giving  You  a  completed and  executed  Notice of Exercise  in  the  form attached as Exhibit  I.   Promptly upon  receipt  of the Notice  of Exercise  and  in any event  no later  than twenty-one (21)  days after you have received  Our Notice  of Exercise and payment of the aggregate Exercise Price for the shares  purchased, You will issue to  Us a  certificate  for  the  number   of  shares   of  Warrant  Stock  that  We  have   purchased  and  You  will  execute   the Acknowledgment of Exercise in the  form  attached hereto  as  Exhibit  II  indicating the  number  of shares  which  will  be available to Us for future purchases. if any.
We may pay for the  Warrant Stock by either  (i) cash or check,  or (ii) by the net issuance  method  as determined below.   If We elect the net issuance method,  You will issue Warrant  Stock using the following formula:
	
		
	X =
	Y(A-B)

	 
	A






2





	
		
	Where: X =
	the number  of shares of Warrant  Stock to be issued to Us.

	Y =
	the number of shares of Warrant  Stock We request  to be exercised under this Warrant Agreement.

	A = 
	the fair market value of one share of Warrant  Stock.

	B =
	the Exercise Price.




For purposes  of the above  calculation, current  fair market  value  of Warrant  Stock shall  mean  with respect to each  share  of Warrant Stock:
If the  exercise  is  in  connection  with  the  initial  public  offering  of Your  Common  Stock,  and  if Your  registration statement relating to such public  offering has been  declared effective by the SEC. then the fair market value per share  shall be  the product  of (x)  the  initial  "Price  to  Public"  specified  in the  final  prospectus of the  offering  and  (y) the number  of shares  of Common Stock into which  each share of Warrant  Stock is convertible at the time of such exercise;
If this Warrant Agreement is exercised  after,  and not in connection with Your initial public  offering,  and:
		
	ð
	if traded  on a securities  exchange, the fair  market  value  shall  be the product of (x) the average  of the closing  prices over  a five (5) day period  ending  three  (3) days before  the day  the  current  fair market  value  of the securities is being determined and (y)  the number  of shares  of Common Stock  into  which  each  share  of Warrant  Stock  is  convertible at the time of such exercise:  or


		
	ð
	if actively traded  over-the-counter, the  fair  market  value  shall  be the product  of (x) the average  of the closing  bid and asked  prices  quoted  on  the NASDAQ system  (or  similar  system)  over  the five  (5) day  period  ending  three  (3)  days before  the day the current  fair market  value of the securities   is being  determined and  (y)  the  number of shares of Common Stock into which  each  share of Warrant  Stock is convertible at the time of such exercise.


If this Warrant Agreement is exercised prior to or after Your initial public  offering, and:
		
	ð
	Your  Common Stock  is  not  listed  on  any  securities  exchange or  quoted  in  the  NASDAQ  System  or the  over-the• counter  market,  the current  fair  market  value  of Warrant  Stock  shall  be the product of (x) the fair market value  of a share of Your Common Stock  (the highest  price  per share which  You  could obtain  from a willing  buyer  (not a current employee or director) for shares  of Common Stock sold.  from authorized  but unissued  shares).  as determined in good faith  by Your  Board  of Directors and  (y)  the number  of shares of Common Stock  into  which  each  share  of Warrant Stock is convertible at the time  of such  exercise. unless  You  shall  become  subject to a merger,  acquisition or other consolidation pursuant  to which  You are not the surviving  party,  in which  case the fair market  value of Warrant  Stock shall  be  deemed   to  be  the  value  received   by  the  holders   of Your  Warrant   Stock  on  a  common   equivalent basis pursuant to such merger  or acquisition or other consolidation.


During the term of this  Warrant  Agreement, You  will  at all  times from and  after  the Effective Date  have  authorized and reserved  a sufficient  number  of shares of (a) Warrant Stock  to provide  for the exercise  of our  rights  to purchase  Warrant Stock, and (b) Common Stock to provide for the conversion of the Warrant Stock.
If We elect to exercise part of the Warrant  Agreement,  You  will promptly  issue  to Us an amended  Warrant  Agreement stating  the  remaining  number  of shares  that  are  available.    All  other  terms  and  conditions  of that  amended  Warrant Agreement shall be identical to those contained in this Warrant Agreement.
If at the end of the term of this Warrant  Agreement, the fair market value of one share of Warrant  Stock (or other security issuable  upon the exercise hereof) as determined in accordance herewith is greater than the Exercise Price in effect on such date. then this Warrant Agreement  shall  automatically be deemed on and as of such date to be converted pursuant to the net issuance  method  described  herein  as  to  al1  shares  of Warrant  Stock  (or  such  other  securities)  for which  it  shall  not previously  have  been  exercised  or  converted,  and  You  shall  promptly  deliver  a  certificate  representing  the  shares  of Warrant Stock (or such other securities)  issued upon such conversion to Us.
	
		
	4.
	WHEN  WILL THE  NUMBER OF SHARES AND EXERCISE PRICE  CHANGE.




		
	ð
	If  You  are  Acquired.    If  at any  time:  (i)  there  is  a reorganization  of  Your  stock  (other  than  a reclassification, exchange  or  subdivision  of  Your  stock  otherwise  provided  for  in  this  Warrant  Agreement);  (ii)  You  merge  or consolidate  with or into  another entity,  whether or not You are the surviving entity:  (iii) You sel1  or convey, or grant an exclusive license with respect to,  all or substantially all of Your assets to any other person;  or (iv)  there occurs any transaction or series of related transactions  that result in  the transfer of fifty percent (50%)  or more of the outstanding voting power of the capital stock of You ( each of the foregoing events are referred to as a "Merger  Event"), then, as a part of such Merger Event,  lawful  provision  shall be made  so  that We shall  thereafter  be entitled  to receive, upon exercise of Our rights under this Warrant Agreement, the number of shares of preferred stock or other securities of the successor  or  surviving person  resulting  from  such  Merger  Event,  equal  in  value  to  that  which  would have been issuable if We 




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had exercised Our rights under this Warrant Agreement  immediately prior to the Merger Event.   In any such case, appropriate adjustment  (as determined  in good  faith by Your  Board  of Directors)  shall be made in the application of the provisions of this Warrant Agreement  with respect to Our rights and interest after the Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Warrant Stock purchasable) shall be applicable to the greatest extent possible.
		
	ð
	If You  Reclassify  Your  Stock.   If at any time You combine,  reclassify,  exchange  or subdivide  Your securities  or otherwise,  change any of the securities as to which purchase rights  under this Warrant Agreement  exist into  the same or a different  number of securities  of any other class or classes, this Warrant Agreement  will thereafter represent the right to acquire  such number  and kind of securities  as would have been issuable  as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement  immediately prior to such combination. reclassification,  exchange, subdivision or other change.


		
	ð
	If You  Subdivide  or  Combine Your  Shares.   If at any time  You  combine  or subdivide  Your  Series  C Preferred Stock, the Exercise Price will be proportionately  decreased in the case of a subdivision, or proportionately  increased in the case of a combination,


		
	ð
	If You  Pay  Stock  Dividends.  If at  any time You pay a dividend payable in, or make any other distribution  (except any distribution specifically provided for in the above paragraphs) of Your Series C Preferred  Stock, then the Exercise Price shall be adjusted, from and after the record  date of such dividend  or distribution, to that price determined by multiplying  the Exercise Price in effect  immediately prior to such record date by a fraction  (i) the numerator of which shall be  the  total number  of all  shares  of Your  Series  C  Preferred  Stock outstanding  immediately prior  to  such dividend or distribution, and (ii) the denominator  of which shall be the total number of all shares of Your Series C Preferred  Stock  outstanding  immediately  after  such  dividend  or  distribution.    We  will  thereafter  be  entitled  to purchase, at the Exercise Price resulting from such adjustment,  the number of shares  of Warrant  Stock  (calculated  to the nearest whole  share) obtained by multiplying the Exercise Price  in effect  immediately prior to such adjustment by the number of shares of Warrant  Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment


		
	ð
	If You Change the Antidilution  Rights of the Warrant Stock or Issue New Preferred  or Convertible  Stock.   All antidilution rights applicable  to the Warrant Stock purchasable  under this Warrant Agreement are as set forth in Your Certificate  of Incorporation,  as  amended  through  the  Effective  Date.    You  will  promptly  provide  Us  with  any restatement,  amendment,  modification  of or waiver of any right under Your Certificate  of Incorporation  to the extent that You provide the  same to all other holders of the Warrant Stock.   You will provide Us with copies of any notices that You send to Your stockholders  with respect to any issuance of Your stock or other equity security to occur after the Effective Date (other than issuances of stock or equity securities pursuant to customary stock plans).


	
		
	5.
	 WE CAN TRANSFER THIS  PLAIN  ENGLISH  WARRANT AGREEMENT.




Subject  to the  terms  and conditions  contained  in Section  7, We (or any successor  transferee)  may transfer  in  whole or in part this Warrant Agreement and all its rights.  You will record the transfer on Your books when You receive Our Notice of Transfer  in  the  form  attached hereto as Exhibit  IIL  and Our payment of all transfer  taxes  and other governmental  charges involved in such transfer.
	
		
	6.
	REPRESENTATIONS, WARRANTIES, AND COVENANTS FROM  YOU.




		
	ð
	Reservation  of  Warrant  Stock.    The  Warrant  Stock  issuable  upon  exercise  of  Our  rights  under  this  Warrant Agreement  will be  duly and  validly  reserved  and when  issued  in accordance  with the provisions of this  Warrant Agreement  will  be  validly  issued,  fully  paid  and non-assessable,  and  will be free  of  any taxes,  liens.  charges  or encumbrances  of any nature whatsoever; provided, however, that the Warrant Stock issuable pursuant to this Warrant Agreement may be subject to restrictions  on transfer under state and/or Federal securities  laws.   Upon Our exercise, You will issue  to Us certificates  for  shares of Warrant Stock without  charging Us any tax, or other cost incurred by You in connection with such exercise and the related issuance of shares of Warrant Stock.   You will not be required to pay any tax, which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than TriplePoint Capital LLC.


		
	ð
	Due Authority.   Your execution  and delivery  of this  Warrant  Agreement  and the  performance  of Your obligations hereunder. including the issuance to Us of the right to acquire the  shares  of Warrant Stock,  have been duly authorized by all necessary corporate action on Your part and this Warrant Agreement is not inconsistent with Your Certificate of Incorporation or Bylaws, does not contravene any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision  of  or constitute  a default under,  any material indenture,  mortgage,  contract or other instrument to which You are a party or by which You are bound. and this Warrant Agreement constitutes a legal, valid  and  binding  agreement,   enforceable  in  accordance   with  its  respective  terms,  subject  to  laws  of general application relating  to bankruptcy,  insolvency and the relief of debtors  and the rules of law or principles at equity governing specific performance,  injunctive relief and other equitable remedies.




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	ð
	Consents  and  Approvals.   No consent  or approval  of,  giving  of notice to, registration  with. or taking  of any other action in respect of any state, Federal or other governmental  authority or agency is required with respect to execution, delivery  and  Your  performance  of Your  obligations  under  this  Warrant  Agreement,  except  for the  filing  of any required  notices pursuant  to  Federal  and state securities laws, which  filings will be effective by the times required thereby.


		
	ð
	Issued  Securities.    All  of  Your  issued  and  outstanding  shares  of  Common  Stock,  Warrant  Stock  or  any  other securities  have been duly authorized  and validly  issued  and are fully paid and nonassessable.   All outstanding  shares of Common  Stock and Warrant  Stock were issued  in full  compliance  with all Federal and state securities  laws.   In addition as of the Effective Date:


Your authorized  capital consists of (A)  30,00,000  shares of Common Stock, of which 2,696,821  shares of Common Stock are issued and outstanding,  (B) 5,256,250 shares of Series A Preferred Stock, of which 5,208,334 shares are issued and outstanding,  (C)  7,870,965  shares of Series  B Preferred  Stock,  of which 7,741,933  shares are issued  and outstanding,  and (D) 7,250,000 shares of Series C Preferred  Stock, of which 7,016,325  shares are issued and outstanding.
You have reserved  (A)  3,770,908  shares of Common  Stock  for  issuance  under Your  Stock  Incentive  Plan,  under  which 2,466,087 options are outstanding,  (B) 47,916  shares of Series  A Preferred  Stock for issuance upon exercise of warrants to purchase Series A Preferred  Stock, (C)  129,032  shares of Series B Preferred  Stock for issuance upon exercise of warrants to purchase  Series B Preferred  Stock  and  (D)  145,884  shares  of Series  C Preferred  Stock for issuance upon  exercise  of warrants  (including  this  Warrant)  to  purchase  Series  C Preferred  Stock.  Except  as otherwise  provided  in this Warrant Agreement  and  as  noted  above,  there  are  no  other  options,  warrants,  conversion  privileges  or  other  rights  presently outstanding  to purchase  or otherwise  acquire  any authorized  but unissued shares of Your capital  stock or other of Your securities.
Except as set forth  in  Your Investors'  Rights Agreement, a true, correct and complete  copy of which  has been delivered to Us prior  to the  issuance  of this  Warrant,  Your stockholders  do not have preemptive  rights to purchase  new issuances  of Your capital stock.
		
	ð
	Other  Commitments to  Register  Securities.    Except  as set  forth  in  this  Warrant  Agreement  and the  Investors' Rights  Agreement,  You  are  not,  pursuant  to  the terms  of any other  agreement  currently  in  existence,  under  any obligation to register under the 1933  Act any of Your presently outstanding  securities or any of Your securities  which may hereafter be issued.


		
	ð
	Exempt Transaction.   Subject to the accuracy of Our representations  in  Section 7 hereof,  the issuance of the Warrant Stock  upon  exercise  of  this  Warrant  Agreement  will  constitute  a  transaction   exempt  from  (i)  the  registration requirements   of  Section  5    of  the   1933  Act,  in  reliance  upon   Section  4(2)  thereof;  and  (ii) the  qualification requirements of the applicable  state securities  laws.


		
	ð
	Compliance with  Rule  144.    We  may  sell  the  Warrant  Stock  issuable  hereunder   in  compliance  with  Rule  144 promulgated by the Securities and Exchange Commission.   Within ten  (I 0) days of Our request, You agree to furnish Us, a written statement  confirming  Your  compliance  with  the filing  requirements  of the  Securities and  Exchange Commission  as set forth  in  such Rule  144,  as may be amended.  The foregoing  does not mean that You covenant  in any way to report under the Securities Exchange  Act of 1934 or to maintain  such reporting  if You commence  such reporting.


		
	ð
	No  Impairment.  You agree not to. by amendment of Your Certificate  of Incorporation  or through a reorganization, transfer of assets, consolidation,  merger, dissolution,  issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance  or performance  of any of the terms  to be observed or performed under this Warrant by You, but shall at all times in good faith assist in carrying out of all the provisions of this Warrant and in taking all such action  as may  be necessary  or  appropriate to  protect  Our  rights under  this  Warrant  against  impairment.   For the avoidance of doubt, You shall not be deemed to have impaired Our rights if You amend, restate, modify or waive any provisions of Your Certificate of Incorporation, or the holders of Your capital stock waive their rights thereunder,  in a manner that does not (individually or when considered  in the  context of any other actions being taken  in  connection with  such amendments,  restatements,  modifications  or waivers) affect  the  rights,  privileges,  preferences,  restrictions and limitations of the securities then issuable upon exercise of this Warrant (the  "Shares")  in  a manner different  from the effect that such amendments,  restatements,  modifications  or waivers have on the rights, privileges, preferences, restrictions and limitations of the then outstanding securities of You that are of the same series and class as the Shares.


	
		
	7.
	OUR REPRESENTATIONS AND COVENANTS TO YOU.




		
	ð
	Investment Purpose.   The right to acquire Warrant  Stock  or the Warrant Stock  issuable upon exercise of Our rights contained herein and the Common  Stock  issuable  upon conversion  will  be acquired  for  investment  purposes  and not with a view  to the sale or distribution  of any part thereof,  and We have no present intention of selling or engaging in any public distribution of the same in violation of the  1933  Act.


		
	ð
	Private  Issue.    We  understand  (i)  that this Warrant  Agreement,  the Warrant  Stock  issuable  upon exercise  of this Warrant Agreement  and the Common  Stock  issuable  upon conversion  of the  Warrant  Stock  are not registered  under the 1933 Act or qualified under applicable  state securities laws on the ground that the issuance contemplated  by this Warrant Agreement  will be exempt  from the 




5





registration  and qualifications  requirements  thereof, and (ii) that Your reliance on such exemption is predicated on the representations  set forth in this Section 7.
		
	ð
	Disposition  of Our Rights.   In no event will We make a disposition of any of Our rights to acquire Warrant Stock or Warrant  Stock  issuable  upon exercise of such rights or the Common  Stock  issuable  upon conversion  of the  Warrant Stock  unless and until (i) We shall have notified  You in  writing  of the  proposed  disposition,  and (ii)  the transferee agrees to be bound  in  writing  to  the applicable  terms  and  conditions  of this  Warrant  Agreement,  and (iii) if You request, We shall have furnished  You with an opinion of counsel satisfactory to You and Your counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption  from the registration  requirements  of the  1933  Act is  available.   Notwithstanding  the  foregoing,  the  restrictions  imposed  upon the transferability  of any of Our rights  to acquire Warrant  Stock  or Warrant  Stock  issuable  on the  exercise  of such rights  or  the  Common   Stock  issuable  upon  conversion  of the  Warrant  Stock  do not  apply  to  transfers  from  the beneficial owner of any of the  aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to  any particular share of Warrant  Stock when (I) such  security shall  have been effectively registered under the 1933  Act and sold by the holder thereof in accordance  with  such registration or (2) such security shall have been sold without registration  in compliance  with Rule  144  under the  1933  Act, or (3) a letter  shall have been issued to You at Our request by the staff of the  Securities and Exchange Commission  or a ruling shall have been issued  to the  You at Our request  by such Commission  stating that no action shall be recommended  by such staff or taken by such Commission,  as the case may be, if such  security  is  transferred  without registration  under the 1933  Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required.   Whenever  the restrictions  imposed hereunder  shall terminate, as hereinabove provided, the holder of a share of Warrant  Stock  then outstanding  as to which such restrictions  have terminated  shall be entitled to receive from  You, without  expense to  such holder,  one or more new certificates  for the Warrant or for such shares of Warrant Stock not bearing any restrictive legend referring to 1933  Act registration or exemption.


		
	ð
	Financial Risk.   We have such knowledge  and experience  in  financial and business matters and knowledge of Your business affairs and financial condition as to be capable of evaluating the merits and risks of Our investment, and have the ability to bear the economic risks of Our investment.


		
	ð
	Risk  of No Registration.  We understand  that if You do not register with the Securities  and Exchange Commission pursuant to Section  12  of the  1934 Act (the "1934 Act"), or file reports pursuant to Section  l5(d),  of the  1934  Act, or if a registration  statement  covering  the securities  under the  1933  Act is  not in effect  when We desire to sell (i) the rights to purchase Warrant Stock pursuant to this Warrant Agreement, or (ii) the Warrant Stock issuable upon exercise of the right to  purchase,  or  (iii)  the Common  Stock issuable upon  conversion  of the Warrant  Stock,  We may be required to hold such securities for an indefinite period.   We also understand  that any sale of Our right to purchase Warrant Stock  or Warrant  Stock  or Common  Stock  issuable  upon conversion  of the  Warrant  Stock,  which might be made  by  it in reliance  upon  Rule  144 under  the  1933  Act  may be  made  only  in  accordance  with  the  terms and conditions of that Rule.


		
	ð
	Accredited Investor.  We are an "accredited investor"  within the meaning of the Securities and Exchange Rule 501  of Regulation D of the 1933  Act, as presently in effect.


	
		
	8.
	NOTICES YOU AGREE TO PROVIDE US.




You agree to give Us at least ten (10) days prior written notice of the following events:
		
	ð
	If You Pay a dividend or distribution declaration upon the Warrant Stock.


		
	ð
	If You offer  for  subscription  pro-rata  to the existing  shareholders  additional  stock or other rights  to purchase  Your capital  stock.


		
	ð
	If You consummate or sign definitive documents providing for a Merger Event


		
	ð
	If You have an initial public offering.


		
	ð
	If You dissolve or liquidate.


All notices in this Section  must set  forth  details of the event, how the event adjusts  either Our number of shares or Our Exercise Price and the method used for such adjustment.
Timely  Notice.    Your  failure  to  timely  provide  such notice  required  above  shall entitle  Us to  retain the benefit  of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Us.
	
		
	9.
	DOCUMENTS YOU WILL PROVIDE US.




Upon signing this  Warrant Agreement You will provide  Us with:


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	ð
	Executed originals of this Warrant Agreement.


		
	ð
	Secretary's certificate of incumbency and authority


		
	ð
	Certified copy of resolutions of Your board of directors approving this Warrant Agreement


		
	ð
	Certified copy of Certificate of lncorporation and By-Laws as amended through the Effective Date


		
	ð
	Current Investors'  Rights Agreement


So long as this  Warrant Agreement is in effect,  You shall provide  Us with the following:
		
	ð
	Within five (5) Business Days after the closing of  any equity  financing,  or extension  of an existing round of equity financing,  occurring  after the Effective  Date, in  which You issue preferred  stock or other securities  You will provide Us  with  copies  of the  fully  executed  equity  financing  documents,  including  without  limitation  the  related  stock purchase   agreement,   investors  rights   agreement,  voting  agreement,  amended   or  restated   articles/certificates  of incorporation, current capitalization table and other related documents.


		
	ð
	Within  thirty  (30)  days  after  completion  You  shall  provide Us  with  any  409A  Valuation Reports   or  other  similar reports prepared for You.


		
	ð
	You  shall submit  to  Us any other documents and other information that We  may reasonably request  from  time  to time and are necessary to implement the provisions and purposes  of this Warrant Agreement, provided that You  may redact such  information to  the extent  required by Your confidentiality or non-disclosure obligations.


	
		
	10.
	REGISTRATION RIGHTS UNDER THE 1933 ACT.




The  shares of Your  common stock  into which  the  Warrant Stock  is convertible shall  have  registration  rights as set forth  in the Second  Amended  and  Restated  Investors'  Rights  Agreement, dated  as of April  26. 2010,  (as amended.  the "Investors' Rights  Agreement"). The provisions set forth  in  Your  Investors  Rights  Agreement relating to such  registration  rights  in effect  as of the date of this Warrant Agreement may not be amended,  modified or waived  without  Our prior written consent unless  such  amendment, modification or waiver  affects  the  rights  associated with  the shares  of common stock  into  which the  Warrant  Stock  is  convertible  in  the  same   manner   as  such  amendment,  modification,  or  waiver   affects  the  rights associated with all other shares of the  same  series  and class  of stock  as the Warrant Stock.
	
		
	11.
	OTHER LEGAL PROVISIONS THE  PARTIES WILL ABIDE BY.




Restrictive Legend.   The  shares of Warrant  Stock (unless  registered under  the  1933 Act) shall  be  stamped  or otherwise imprinted with a legend substantially similar  to  the  following  (in addition to any  legend required under  applicable state securities laws):
THE   SECURITIES  REPRESENTED  BY  THIS   CERTIFICATE  HAVE   NOT   BEEN   REGISTERED UNDER  THE  SECURITIES  ACT  OF  1933, AS  AMENDED, OR  THE  SECURITIES  LAWS  OF  ANY STATE,  AND MAY NOT  BE SOLD, TRASNFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS    AND    UNTIL    REGISTERED   UNDER    SUCH    ACT    AND/OR   APPLICABLE   STATE SECURITIES  LAWS,  OR  UNLESS   THE  COMPANY HAS  RECEIVED AN  OPINION OF  COUNSEL OR    OTHER    EVIDENCE,   REASONABLY   SATISFACTORY   TO   THE    COMPANY   AND    ITS COUNSEL, THAT  SUCH  REGISTRATION IS NOT REQUIRED.
THE SHARES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY  AND  RESALE,  INCLUDING  A  LOCK-UP  PERIOD   IN  THE   EVENT   OF  A PUBLIC    OFFERING,   AS   SET   FORTH    IN   THE   PLAIN    ENGLISH   WARRANT   AGREEMENT PURSUANT  TO  WHICH   THE   SHARES   REPRESENTED  HEREBY  WERE   ISSUED,   A  COPY   OF WHICH  MAY  BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.
Market Stand-Off Agreement.   We shall not, to the extent  requested by You  or an underwriter of securities of You, sell or otherwise  transfer,  make  any  short  sale  of,  grant  any  option  for  the  purchase   of,  or  enter  into  any  hedging   or  similar transaction with  the same  economic  effect  as a sale,  of any  Common Stock (or other  securities)  of You  held  by Us (other than  those  included  in the  registration)  for up  to one  hundred  and  eighty  (180) days  following the  effective date  of the registration statement for Your  initial public offering filed under  the 1933  Act,  ( or such other period  as may be requested by You  or an underwriter to accommodate regulatory  restrictions  on (i) the publication or other distribution  of research  reports and  (ii) analyst   recommendations   and   opinions,  including,   but   not   limited   to,   the  restrictions   contained    in   FINRA Rule 2711 (f)(4) or NYSE  Rule 472(1)( 4 ), or any successor provisions or amendments thereto); provided that all officers  and directors  of You  and all holders  of at least  one percent  (I%)  of Your  voting securities  are bound  by and 


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have  entered into similar  agreements.  We agree  to  execute  a market standoff agreement with  said  underwriters in customary form  consistent with  the provisions of this  section.
Effective  Date.   This  Warrant Agreement shall  be  construed   and  shall  be  given  effect in all  respects as  if it had  been executed   and  delivered by  the  Parties  on  the  date  hereof.    This  Warrant   Agreement  shall  be  binding   upon  any  of the successors  or assigns of the  Parties.
Attorney's  Fees.    In  any litigation.  arbitration or court proceeding between the Parties  relating  to this  Warrant Agreement, the prevailing party shall be entitled  to  attorneys'  fees  and expenses and all costs  of proceedings incurred  in  enforcing  this Warrant Agreement.
Governing Law.    This Warrant  Agreement shall be governed by and construed for  all purposes  under and in  accordance with the laws of the State of California without giving  effect to that body of law pertaining to conflicts of laws.
Consent  to Jurisdiction  and  Venue.    All judicial  proceedings  arising  in or under or related  to this  Warrant Agreement may be brought in  any state or federal  court of competent jurisdiction located in  the State of California.   By execution  and delivery of this Warrant  Agreement, each party hereto generally and unconditionally:  (a) consents to personal jurisdiction in San Mateo County, State of California;  (b)  waives  any objection  as to jurisdiction  or venue in San Mateo County,  State of California;   ( c) agrees  not  to   assert   any  defense  based  on  lack  of jurisdiction   or  venue  in  the  aforesaid   courts;   and (d)  irrevocably agrees to be bound by any judgment rendered thereby  in connection  with this Warrant Agreement.   Service of process  on  any party hereto  in  any  action  arising  out of or relating  to  this  agreement  sha11  be  effective  if given  in accordance with the requirements  for notice set forth in this Section, and shall be deemed  effective and received as set forth therein.   Nothing herein shall  affect  the right  to serve  process  in  any other  manner permitted by law or shall  limit the right of either party to bring proceedings  in the courts of any other jurisdiction.
Mutual  Waiver  of Jury  Trial;   Judicial   Reference.    Because  disputes  arising  in  connection  with  complex  financial transactions  are  most  quickly  and economically  resolved  by  an  experienced  and expert  person  and the  Parties  wish applicable state and federal  laws to apply (rather than arbitration rules),  The Parties  desire that their disputes  be resolved  by a judge applying  such  applicable laws.  EACH  OF THE PARTIES SPECIFICALLY WAIVES  ANY  RIGHT  THEY  MAY HAVE  TO  TRIAL   BY JURY  OF  ANY  CAUSE   OF  ACTION,   CLAIM,   CROSS-CLAIM,  COUNTERCLAIM,  THIRD PARTY  CLAIM  OR  ANY  OTHER CLAIM  (COLLECTIVELY,  "CLAIMS") ASSERTED BY YOU  AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU, IN THE  EVENT  THAT  THE  FOREGOING JURY TRIAL  W AIVER  IS NOT  ENFORCEABLE, ALL CLAIMS, INCLUDING  ANY  AND ALL  QUESTIONS OF  LAW  OR FACT  RELATING  THERETO,  SHALL,   AT  THE  WRITTEN  REQUEST OF  ANY  PARTY,   BE  DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE  OF CIVIL  PROCEDURE ("REFERENCE''). THE PARTIES  SHALL  SELECT  A SINGLE  NEUTRAL REFEREE, WHO  SHALL  BE A RETIRED STATE  OR FEDERAL JUDGE.   IN THE  EVENT  THAT  THE  PARTIES CANNOT AGREE  UPON  A REFEREE, THE  REFEREE SHALL  BE APPOINTED BY THE  COURT.   THE REFEREE SHALL  REPORT  A STATEMENT OF DECISION TO THE  COURT. NOTHING  IN  THIS   SECTION  SHALL   LIMIT   THE   RIGHT   OF   ANY   PARTY   AT  ANY   TIME   TO  EXERCISE LAWFUL   SELF-HELP    REMEDIES,   FORECLOSE   AGAINST   COLLATERAL   OR    OBTAIN     PROVISIONAL REMEDIES.   THE  PARTIES SHALL  BEAR  THE  FEES  AND  EXPENSES OF  THE  REFEREE EQUALLY UNLESS THE  REFEREE ORDERS  OTHERWISE.  THE  REFEREE SHALL  ALSO  DETERMINE ALL  ISSUES  RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT  THE CLAIMS  WILL  NOT  BE ADJUDICATED BY A JURY.   This waiver  extends to all such Claims, including Claims that involve  Persons other than You and Us; Claims  that arise out of or are in any way connected to the relationship between  You  and Us;  and any Claims  for damages,  breach of contract, specific  performance,  or any equitable or legal relief of any kind, arising  out of this Warrant  Agreement.
Counterparts.   This Warrant Agreement  may be executed  in two or more  counterparts, each of which  shall be deemed an
original,  but all of which  together shall constitute one and the same instrument.
Notices.   Any  notice required  or permitted under  this  Warrant  Agreement shall be  given  in writing  and  shall  be  deemed effectively given  upon  the earlier of (1) actual receipt  or 3 days after mailing  if mailed  postage  prepaid  by regular  or airmail to  Us or You or (2) one day after  it  is  sent by overnight mail via nationally  recognized  courier or (3) on the  same day as sent via confirmed  facsimile  transmission,  provided  that  the  original is  sent by personal delivery  or mail  by the sending party.
Remedies.   In the event  of any  default  hereunder, the non-defaulting  party may  proceed  to protect and  enforce  its  rights either by suit in equity  and/or  by action  at law,  including  but not limited  to an action  for  damages  as a result of any  such default,  and/or an action  for specific performance  for any default where such party  will not have an adequate  remedy at law and where  damages   will  not  be  readily  ascertainable.  Each party expressly  acknowledges   and agrees  that  there  is  no adequate  remedy at law  for any breach  of this  Warrant  Agreement and that  in the event  of any breach  of this  Agreement, the injured  party  shall  be entitled  to specific  performance  of any  or all provisions hereof or an injunction  prohibiting  the other party from continuing to  commit  any such breach of this Agreement.


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Survival.    The representations,  warranties, covenants,  and conditions  of the Parties contained herein or made pursuant to this Warrant Agreement shall survive  the execution and delivery  of this Warrant  Agreement.
Severability.    In  the  event  any one or more of the provisions  of  this Warrant  Agreement  shall for  any reason  be held invalid,  illegal or unenforceable,  the remaining provisions  of this Warrant Agreement  shall be unimpaired,  and the invalid, illegal  or unenforceable provision shall be replaced by a mutually acceptable valid, legal  and enforceable provision,  which comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.
Entire Agreement.  This Warrant Agreement constitutes  the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes  all prior and contemporaneous  agreements,  representations and undertakings of the Parties, whether oral or written, with respect to such subject matter.
Amendments.    Any provision  of this Warrant  Agreement  may only be amended  by a written  instrument  signed by the Parties.
Lost Warrants or Stock Certificates.   You covenant to Us that, upon receipt of evidence reasonably satisfactory to Us of the loss, theft,  destruction or mutilation of this Warrant Agreement or any stock certificate  and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably  satisfactory to You,  or in the case of any such mutilation upon surrender and cancellation  of such Warrant  Agreement  or stock certificate,  You  will make  and deliver  a new  Warrant Agreement or stock certificate,  of like  tenor,  in  lieu of the  lost,  stolen, destroyed or mutilated Warrant Agreement or stock certificate.
Rights as Stockholders.  We shall not, as a party to this Warrant Agreement, be entitled to vote or receive dividends or be deemed the  holder of Series  C Preferred  Stock or any of Your other securities which may at any time be issuable  upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon Us any of the rights of one of Your stockholders or any right to vote for the  election  of directors or upon any matter submitted to stockholders  at any meeting thereof,  or to receive dividends  or subscription  rights  or otherwise until this  Warrant Agreement  is  exercised  and the shares purchasable  upon the exercise hereof shall have become deliverable, as provided herein.
Facsimile  Signatures.   This Warrant Agreement  may be executed and delivered by facsimile and upon such delivery  the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.
(Signature Page to Follow)


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IN WITNESS WHEREOF, each of the Parties have caused this Warrant Agreement to be executed by its officers who are duly authorized as of the Effective Date.
	
		
	You:
	TRANSPHORM, INC.

	Signature:
	/s/ Primit Parikh

	Print Name:
	Primit Parikh

	Title:
	President & COO

	 
	 

	 
	 

	Us:
	TRIPLEPOINT CAPITAL LLC

	 
	 

	Signature:
	/s/ Sajal Srivastava

	Print Name:
	Sajal Srivastava

	Title:
	Chief Operating Officer






[SIGNATURE PAGE TO WARRANT AGREEMENT 0653-W-01]


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EXHIBIT I


NOTICE  OF EXERCISE


To:    [_______________________]


		
	1.
	We hereby elect to purchase  [_____]  shares of the Series [_____] Preferred Stock of Transphorm,  Inc., pursuant  to the terms of the Plain  English  Warrant  Agreement  dated  the [_____] day of [_____], 2010  (the "Plain  English  Warrant Agreement")   between You  and  Us,  We  hereby  tender  here  payment  of the purchase price  for  such  shares  in  full, together with all applicable  transfer taxes, if any.




		
	2.
	Method of Exercise (Please initial the applicable blank)




		
	a.
	_______The  undersigned  elects  to  exercise  the  Plain  English  Warrant  Agreement  by  means  of a cash payment,  and gives You full payment  for the purchase  price of the shares being purchased.  together with all applicable transfer taxes, if any.




		
	b.
	_______The  undersigned  elects  to exercise  the Plain  English  Warrant  Agreement  by means  of the Net Issuance Exercise method of Section 3 of the Plain English Warrant  Agreement.




		
	3.
	In  exercising   Our  rights  to purchase  the  Series  C  Preferred  Stock  of Transphorm,  Inc.,  We  hereby  confirm  and acknowledge the investment representations, warranties and covenants  made in Section 7 of the Plain English  Warrant Agreement  and the Market Stand-off provision in Section 11  of the Plain English Warrant Agreement.




Please issue a certificate or certificates representing  these purchased shares of Series C Preferred   Stock in  Our name  or in such other name as is specified  below.




	
		
	 
	 

	(Name)
	 

	 
	 

	 
	 

	(Address)
	 

	 
	 

	US:
	TRIPLEPOINT CAPITAL LLC

	 
	 

	By:
	 

	Title:
	 

	Date:
	 






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EXHIBIT II
ACKNOWLEDGMENT OF EXERCISE
Transphorm,  Inc.,  hereby  acknowledges  receipt  of  the  "Notice  of Exercise"  from  TRIPLEPOINT   CAPITAL  LLC.  to purchase [_____] shares of  the  Series  C Preferred  Stock  of [_______________], pursuant  to the  terms  of the  Plain English Warrant Agreement, and further acknowledges  that [_____] shares remain subject to purchase under the terms of the Plain English Warrant Agreement.
	
			
	YOU:
	 
	 

	 
	 
	 

	 
	By:
	 

	 
	Title:
	 

	 
	Date:
	 






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EXHIBIT III
TRANSFER NOTICE
FOR VALUE RECEIVED,  the  foregoing  Plain  English  Warrant  Agreement  and  all  rights  evidenced  thereby  are  hereby
transferred and assigned to
	
			
	 
	 
	 

	(Please Print)
	 
	 

	 
	 
	 

	Whose address is
	 
	 

	 
	 
	 

	 
	 
	 

	Dated:
	 
	 

	Holder's Signature:
	 
	 

	Holder's Address:
	 
	 

	Transferee's Signature:
	 
	 

	Transferee's Address:
	 
	 

	Signature Guaranteed:
	 
	 




NOTE:   The  signature to this Transfer Notice  must correspond with the name  as it appears  on the face  of the Plain English Warrant Agreement. without alteration or enlargement or any change  whatever.  Officers of corporations and those acting  in a fiduciary or other representative capacity should  file proper  evidence  of authority  to assign the foregoing  Plain  English Warrant Agreement.


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