Exhibit



Exhibit 10.20.1



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.




WARRANT TO PURCHASE STOCK
	
		
	Company:
	TRANSPHORM, INC., a Delaware corporation

	Number of Shares:
	36,471  (Subject to Section 1.7)

	Class of Stock:
	Series C Preferred (Subject to Section 1.7)

	Warrant Price:
	$ 2.879 per share (Subject to Section 1.7)

	Issue Date:
	November 3, 2010

	Expiration Date:
	The 10th anniversary after the Issue Date

	Credit Facility:
	This Warrant is issued in connection with the Facility B Equipment Advances referenced in the Loan and Security Agreement between Company and Silicon Valley Bank dated as January 25,2008 as amended by the certain First Amendment to Loan and Security Agreement dated as of October 1, 2008, that certain Second Amendment to Loan and Security Agreement dated as of April  15, 2009 and that certain Third Amendment to Loan and Security Agreement dated as of November 3, 2010.






THIS  WARRANT CERTIFIES  THAT,  for  good  and valuable  consideration, SILICON VALLEY BANK (Silicon Valley Bank, together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued  upon exercise of this Warrant, "Holder") is  entitled  to  purchase lhe  number of fully  paid and nonassessable shares of the class  of securities (the "Shares") of the Company at the Warrant Price, all as sel forth above and as adjusted pursuant to Article 2 of this Warrant,  subject to the provisions and upon the terms and conditions set forth in this Warrant.



		
	ARTICLE1.
	EXERCISE.




1.1    Method of  Exercise.    Holder  may exercise this  Warrant by delivering  a duly  executed  Notice of Exercise in  substantially the form  attached  as Appendix 1 to  the principal office of the Company.   Unless Holder is exercising  the conversion right set forth in Article  1.2,  Holder shall also deliver to the  Company a check,  wire transfer (to an account designated  by the  Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.


1.2    Conversion Right.   In lieu of exercising this Warrant as specified in Article 1.1,  Holder may from time  to time convert !his  Warran!,  in whole or in  part,  into  a number of Shares  detenmined  by dividing  (a)  the  aggregate  fair  market value  of the Shares or other securities otherwise issuable  upon  exercise of this Warrant minus the aggregate Warrant Price of such  Shares  by (b) the fair market value of one Share.   The fair market value of the Shares shall be determined pursuant to Article 1.3.


1.3    Fair Market Value.  If the Company's common stock is  traded  in  a public market and the Shares  are common stock, the fair market value of  each  Share shall  be the closing  


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price of a Share reported for the  business day immediately  before  Holder delivers its Notice  of  Exercise   to  the  Company  (or  in  the  instance  where  lhe   Warrant  is  exercised immediately  prior lo  the effectiveness  of the Company's  initial  public offering,  the  "price  to public" per  share  price  specified ln  the  final  prospectus  relating  to  such  offering).    If  the Company's  common stock is traded in  a public market and the Shares are  preferred stock, the fair market value of a  Share shall  be the closing price of a share of the  Company's common stock reported for the business day immediately before  Holder delivers its  Notice of Exercise  to the  Company (or,  in  the instance  where  the  Warrant  is  exercised  immediately  prior  to  the effectiveness  of the Company's initial  public offering, the initial "price  to public' per share price specified  in  the  final  prospectus relating  to such offering),  in  both  cases,  multiplied   by the number  of shares of the Company's common stock into  which a Share  is  convertible.   If  the Company's common stock is  not traded  in  a   public  market,  the  Board  of  Directors of the Company shall determine fair market value in  its reasonable good faith judgment.


1.4    Delivery of Certificate and New Warrant.  Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant  Price, the Company shall deliver to Holder certificates for the Shares acquired  and,  if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.


1.5    Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the Joss, theft,  destruction or mutilation  of this Warrant and,  in  the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.


1.6    Treatment of Warrant Upon Acquisition of Company.


1.6.1    "Acquisition".     For  the  purpose  of  this  Warrant,  "Acquisition" means any sale,  license,  or other disposition  of all or substantially all of the  assets of the Company, or any reorganization, consolidation, or merger of the Company where  Holders of the Company's securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.


1.6.2    Treatment of Warrant at Acquisition.


A)    Upon the written request of lhe Company,  Holder agrees that,  in the event of an Acquisition that  is  not an asset sale and in  which the sole consideration is cash, either (a) Holder shall exercise  its  conversion or purchase right under this Warrant and such exercise will be deemed effective  immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation  of such Acquisition.   The Company shall provide Holder with written  notice of its  request relating to the foregoing (together with such reasonable information as Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.


B)    Upon the  written request of the Company,  Holder agrees that,  in  the event of an Acquisition that is an "arms  length" sale of all or substantially all of the Company's assets (and only its assets) to a third  party that is not an Affiliate (as defined below) of the Company (a "True Asset Sale"), either (a) Holder shall exercise  Its conversion or purchase  right under this Warrant and such  exercise will be deemed effective immediately prior to the consummation of such True Asset Sale or (b) if Holder elects not to exercise lhe Warrant, this Warrant will continue until lhe Expiration  Date if the Company continues  as a going concern following the closing of any such True Asset Sale.  The Company shall provide  Holder with written notice of its request relating  lo the foregoing  (together 


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with such reasonable  information  as Holder may  request  in  connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less  than ten (10)  days prior to the closing of the proposed Acquisition.


C)    Upon the written request  of  the  Company,  Holder agrees  that,  in  the event of a stock for stock Acquisition of the Company  by a publicly traded acquirer If,  on the record date for the Acquisition,  the fair market value of the Shares (or other securities  issuable upon exercise of this Warrant) is equal lo or greater than four (4) times the Warrant  Price, Company may require the  Warrant  to  be  deemed  automatically   exercised  and  the  Holder  shall  participate  in  the Acquisition as a holder of the Shares (or other securities issuable upon exercise  of the Warrant) on the same terms as other holders of the same class of securities of the Company.


D)    Upon the  closing  of any  Acquisition  other  than  those  particularly described  in subsections (A),  (B) and (C) above,  the successor  entity  shall assume  the obligations  of this warrant,  and this Warrant  shall be exercisable  for the same securities,  cash,  and property as would  be  payable  for  the  Shares  issuable  upon  exercise  of the  unexercised  portion  of this warrant  as  if  such  Shares  were  outstanding   on  the  record  date  for  the  Acquisition   and subsequent  closing.  The Warrant Price and/or number of Shares shall be adjusted accordingly.


As  used  herein  "Affiliate"  shall  mean  any  person  or entity that  owns  or  controls  directly  or indirectly ten (10) percent or more of the stock of Company,  any person or entity that controls or is controlled  by or is under  common  control with  such  persons  or entities,  and each of such person's or entity's officers, directors, joint venturers or partners, as applicable.


1.7    Adjustment  in Underlying Preferred Stock Price and Exercise Price.   If the company sells and issues to investors preferred stock in the Next Equity Financing (as defined below).  at Bank's  sole option,  this Warrant  may, concurrent  with the closing  of the Next Equity Financing,  be adjusted to instead  be exercisable for shares  of the same series and class and bearing  the same rights, preferences,  and privileges  of such shares  of stock,  with the Warrant Price hereunder adjusted to equal the per share purchase price of such stock issued in the Next Equity Financing  and the number of such shares subject to this Warrant adjusted to equal One Hundred  Five Thousand  Dollars  ($105,000) divided by such modified per share  Warrant  Price. For purposes of this Warrant, "Next Equity Financing" means the next bona fide sale (or series of related sales) to  investors by the Company of its preferred stock following the Issue Date resulting in aggregate cash proceeds to the Company of not less than $1,000,000.



ARTICLE 2.    ADJUSTMENTS TO THE SHARES.


2.1    Stock Dividends, Splits, Etc.   If the Company declares or pays a dividend on the Shares payable in common stock, or other securities, then upon exercise of this Warrant, tor each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend  occurred.   If the Company subdivides the Shares by reclassification or otherwise  into a greater number of shares or takes any other action  which increase  the amount of  stock into  which  the Shares are convertible,  the  number of shares  purchasable hereunder shall  be proportionately increased  and the Warrant Price shall  be proportionately decreased.   If the outstanding shares  are combined or consolidated,  by  reclassification or otherwise, into a  lesser number of shares,  the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.


2.2    Reclassification,  Exchange,  Combinations  or  Substitution.     Upon  any reclassification,  exchange,  substitution,  or other event that results in  a change of the number and/or class of the securities  issuable  upon exercise or conversion of this Warrant,  Holder shall be entitled to receive, upon  exercise  or conversion of this Warrant,  the  number and kind of securities 


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and property that Holder would have received for the Shares if this Warrant had been exercised  immediately  before  such  reclassification,  exchange,  substitution,  or other  event. Such an event shall include any automatic conversion of the outstanding  or issuable securities of the  Company of the same class or series as the Shares to common stock pursuant to the terms of lhe  Company's  Certificate of Incorporation  upon the closing  of  a  registered public offering of the Company's common stock.  The Company or its  successor shall promptly issue to  Holder  an amendment to  this Warrant  setting  forth  the  number and  kind of such  new securities  or other property issuable  upon exercise  or conversion of this Warrant as a result of such reclassification,  exchange,  substitution  or other event that  results  in  a  change of  the number and/or class of securities issuable  upon exercise or conversion of this Warrant.   The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided  for in  this Article 2 including,  without limitation, adjustments to  the Warrant Price and to the number of securities  or property issuable  upon exercise  of  the  new  Warrant.     The  provisions  of  this  Article  2.2  shall  similarly  apply  to successive reclassifications, exchanges, substitutions, or other events.


2.3    Adjustments for Diluting Issuances.  The Warrant Price and the number of Shares issuable upon exercise of this Warrant or,  if the Shares are preferred  stock, the number of  shares  of  common stock  issuable  upon  conversion  of  the  Shares,  shall  be  subject  to adjustment,  from  time  to  time  in  the  manner  set  forth  in  the  Company's  Certificate  of Incorporation  as if the Shares were issued and outstanding on and as of the  date of any such required adjustment.   The provisions  set forth for the  Shares in the Company's Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series  and class as the Shares granted to Holder.


2.4    No Impairment.   The Company shall not, by amendment of its  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 the Company, but shall at all times in good faith assist in  carrying out of all the provisions of this Article 2  and  in  taking  all  such action  as may be necessary or appropriate  to  protect Holder's rights under this Article against impairment.


2.5    Fractional Shares.  No fractional  Shares shall be issuable  upon exercise or conversion of this Warrant and the number of Shares to be issued  shall be rounded down to the nearest whole Share.   If a fractional share interest arises upon any exercise or conversion of the Warrant. the Company shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share.


2.6    Certificate  as  to Adjustments.    Upon each adjustment  of the Warrant Price,  the Company shall  promptly notify Holder in writing,  and, at the Company's expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer or other duly authorized officer setting forth such adjustment and the facts upon which such adjustment is based.  The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon lhe date thereof and the series of adjustments leading to such Warrant Price.



ARTICLE 3.    REPRESENTATIONS AND COVENANTS OF THE COMPANY.


3.1    Representations and Warranties.   The Company represents and warrants to Holder as of the date hereof as follows:




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(a)    The  initial  Warrant  Price  referenced  on  the  first  page  of  this Warrant is not greater than (i)  the price per share  at which the Shares were last  issued  in  an arms-length  transaction  in  which at least  $500,000  of  the Shares were sold and (ii) the  fair market value of the Shares as of the date of this Warrant.


(b)    All  Shares  which  may  be  Issued  upon  the  exercise  of  the purchase  right represented  by this Warrant,  and all securities,  if any,  issuable  upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens  and encumbrances except for restrictions  on transfer provided for herein or under applicable federal and state securities laws.


(c)    The Company's capitalization table attached hereto as Schedule 1 is true and complete as of the Issue Date.


3.2    Notice  of Certain Events.    If  the  Company proposes  at any time  (a)  to declare  any  dividend or distribution  upon any of its  stock,  whether in  cash, property,  stock,  or other securities  and whether or not a regular cash dividend; (b) to offer for sale any shares of the Company's capital stock to  holders  of its  Series  B  Preferred  Stock (or other securities convertible  into  such capital stock), other than (i)  pursuant  to the  Company's  stock  option or other compensatory plans, (ii) in  connection with commercial credit arrangements or equipment financings,  or (iii)  in  connection with strategic transactions  for  purposes other than  capital raising; (c) to effect any reclassification or recapitalization of any of its stock; or (d) offer holders of  registration  rights  the  opportunity to  participate  in  an underwritten public  offering  of  the Company's securities  for cash,  then, in  connection with each such event,  the Company shall give Holder:  (1) at least  10 days prior written  notice of the date on which a record will be taken for such dividend, distribution,  or subscription  rights (and  specifying the date on which Holders of common stock will  be entitled thereto) or for determining  rights to vote, if any,  in  respect of the matters referred to in  (a) and (b)  above;  (2)  in  the case of the  matters referred  to in  (c) above at least  10  days prior  written  notice  of the  date  when the same  will take place (and specifying  the  date on  which  Holders  of  common stock  will  be entitled  to  exchange their common stock for securities  or other property deliverable upon the  occurrence of such event); and (3) in the case of the matter referred to in (d)  above, the same notice as is given to Holders of  such  registration  rights.  Company will  also  provide  information   requested   by  Holder reasonably   necessary  to  enable  Holder  to  comply  with  Holder's   accounting   or  reporting requirements.


3.3    Registration Under Securities  Act of 1933.  as amended.  The Company agrees  that the Shares or,  if the Shares  are convertible  into  common stock  of the Company, such common stock, shall have the rights and obligations set forth in Section 2.2, Sections 2.4 through  2.11,  Section  2.13 and Section 5 (the "Holder Sections") of the Company's Second Amended and Restated  Investors' Rights Agreement dated as of April 26, 2010, as may be amended from time to lime  (the "Rights Agreement") and shall be considered a  "Holder" for purposes of the Holder Sections only.  The Holder Sections may not be amended, modified or waived without the prior written consent  of Holder unless such amendment,  modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification,  or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder.


3.4    No Shareholder  Rights.  Except as provided  in  this Warrant,  Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.



ARTICLE 4.    REPRESENTATIONS.  WARRANTIES  OF  HOLDER.    Holder  represents  and warrants to the Company as follows:


4.1    Purchase for  Own  Account.    This  Warrant  and  the  securities  to  be acquired upon exercise of this Warrant by Holder will be acquired for investment for Holder's account,  


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not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act.  Holder also represents that Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares.


4.2    Disclosure of Information.   Holder has  received or has had full  access to all  the  information  ii  considers necessary  or  appropriate  to  make  an  informed  investment decision  with  respect to the acquisition  of this Warrant  and its  underlying securities.   Holder further  has  had  an  opportunity to  ask questions  and  receive  answers from the  Company regarding  the terms and conditions of the  offering of this Warrant and its  underlying securities and to obtain additional information  (to the extent the Company possessed such information or could acquire  it without unreasonable effort or expense) necessary to  verify any information furnished to Holder or to which Holder has access.


4.3    Investment  Experience.    Holder understands  that the purchase of this Warrant and its underlying securities involves substantial risk.   Holder has experience  as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder's investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is  capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature  and duration  that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.


4.4    Accredited Investor Status.   Holder is an "accredited investor" within the meaning of Regulation D promulgated under the Act.


4.5    The Act.   Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom,  which exemption depends upon,  among other things,  the bona fide nature of Holder's  investment intent as  expressed herein.    Holder understands that this Warrant  and  the  Shares  issued  upon   any  exercise  or  conversion  hereof  must  be   held indefinitely  unless  subsequently  registered under the Act and qualified under  applicable state securities  laws,  or unless exemption  from such registration  and  qualification  are otherwise available.



ARTICLE 5.    MISCELLANEOUS.


5.1    This Warrant is exercisable  in  whole or in part at any time and from time to time on or before the Expiration Date.


5.2    Legends.         This Warrant and the Shares (and the securities issuable, directly or indirectly,  upon conversion  of the Shares,  if any) shall be imprinted with  a legend  in substantially the following form:




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	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 HYPOTHECATJON IS EXEMPT FROM REGISTRATION.






5.3    Compliance with  Securities  Laws on Transfer.    This Warrant and the Shares issuable  upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee  (including,  without limitaUon,  the delivery of  investment  representation letters  and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Silicon Valley Bank ("Bank") to provide an opinion of counsel if  the  transfer  is  to Bank's parent  company,  SVB Financial  Group (formerly  Silicon Valley Bancshares),  or  any other affiliate  (as  "affiliate"  is  defined  under the Act)  of Bank. Additionally, the Company shall also not require an  opinion of counsel if there is no material question  as to  the  availability  of current information  as  referenced  in  Rule  144(c),  Holder represents that it has complied with Rule 144(d) and (e) in  reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale.


5.4    Transfer Procedure.  After receipt by Bank of the executed Warrant, Bank will  transfer  all  of  this  Warrant  to  SVB  Financial   Group  by  execution  of  an  Assignment substantially  in  the form  of Appendix 2.   Subject to  the  provisions  of Article  5.3 and upon providing  the  Company with  written  notice,  SVB Financial  Group  and any subsequent Holder may transfer all or part of this Warrant or the  Shares issuable upon exercise of this Warrant (or the  Shares  issuable  directly  or  indirectly,  upon  conversion of  the  Shares,  if  any) to  any transferee,  provided,  however,  in  connection with any such transfer,  SVB Financial  Group or any  subsequent  Holder  will  give the  Company  notice of the  portion of the  Warrant being transferred with  the name, address and taxpayer identification number of the transferee and Holder will surrender  this  Warrant  to the  Company for  reissuance  to the  transferee(s)  (and Holder if applicable).   The Company may refuse to transfer this Warrant or the Shares to any person or entity who directly  competes with  the Company,  unless,  in  either case, the stock of the Company is publicly traded.


5.5    Notices.    All  notices and other communications  from the Company to Holder,  or vice versa, shall be deemed delivered and effective when given  personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished  to the  Company or  Holder,  as  the  case may (or on the first  business day after transmission by facsimile) be, in writing by the Company or such Holder from time to time. Effective  upon receipt of the fully executed Warrant and the initial  transfer described in  Article 5.4 above, all notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:


SVB Financial Group
Attn: Treasury Department
3003 Tasman Drive, HA 200
Santa Clara, CA 95054
Telephone: 408-654-7400


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Facsimile: 408-496-2405


Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:


TRANSPHORM, INC.
115 Castilian Drive
Goleta, CA 93117
Attn:  Primit Parikh
Telephone: (805)-456-1300
Facsimile:  (805) 967-5793


5.6    Waiver.   This Warrant and any term hereof may be changed, waived, discharged  or terminated  only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.


5.7    Attorneys'  Fees.     In  the  event  of  any  dispute  between  the  parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect  from the other party all  costs incurred in such dispute, including reasonable attorneys' fees.


5.8    Automatic  Conversion upon  Expiration.    In  the  event  that,  upon  the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section  1.3 above is greater than the Warrant Price in effect on such date,  then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it  shall  not previously  have  been exercised  or converted, and the Company shall  promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to Holder.


5.9    Counterparts.  This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.


5.10    Governing  Law.    This Warrant shall be governed  by  and  construed in accordance  with  the  laws  of  the  State  of  California,  without  giving  effect  to  its  principles regarding  conflicts of law.






[Signature page follows.]




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	"COMPANY"
	 
	Date:
	November 03, 2010

	 
	 
	 
	 
	 

	TRANSPHORM, INC.
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ Umesh Mishra
	 
	By:
	/s/ Primit Parikh

	 
	 
	 
	 
	 

	Name:
	Umesh Mishra, Chairman & CEO
	 
	Name:
	Primit Parikh, President & COO

	 
	(Print)
	 
	 
	(Print)

	Title:
	Chairman of the Board, President or Vice President
	 
	Title:
	Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary

	 
	 
	 
	 
	 

	"HOLDER"
	 
	 
	 

	 
	 
	 
	 
	 

	SILICON VALLEY BANK
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ Jack Garza
	 
	 
	 

	 
	 
	 
	 
	 

	Name:
	Jack Garza
	 
	 
	 

	 
	(Print)
	 
	 
	 

	Title:
	Relationship Manager
	 
	 
	 




















SCHEDULE 1


CAPITALIZATION  TABLE


[See attached.]












APPENDIX 1


NOTICE  OF EXERCISE




1.    Holder elects to purchase ____________ shares  of the Common/Series ____ Preferred  [strike  one] Stock  of TRANSPHORM,  INC.  pursuant to the  terms  of the attached Warrant, and tenders payment of the purchase price of the shares in full.


[or]


1.    Holder elects to convert the attached Warrant inlo Shares/cash [strike one] in the manner specified in the Warrant.   This conversion is exercised for __________________ of the Shares covered by the Warrant.


[Strike paragraph that does not apply.]


2.    Please  issue  a  certificate or certificates  representing the  shares  in the  name specified below:




	
	
	 

	Holders Name

	 

	 

	 

	 

	(Address)








3.         By  its  execution  below  and  for  the  benefit  of the  Company,  Holder  hereby restates each of the representations and warranties  in Article 4  of the Warrant as  the date hereof.


	
			
	HOLDER:
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	By:
	 
	 

	Name:
	 
	 

	Title:
	 
	 

	(Date):
	 
	 


















APPENDIX 2


ASSIGNMENT






For value received, Silicon Valley Bank hereby sells,  assigns and transfers unto


	
		
	Name:
	SVB Financial Group

	Address:
	3003 Tasman Drive (HA-200)
Santa  Clara, CA 95054

	 
	 

	Tax ID:
	[***]






that certain Warrant to Purchase Stock issued  by TRANSPHORM,  INC.  (the "Company'), on


November__,  2010 (the 'Warrant") together with all rights, title and interest therein.






	
			
	SILICON VALLEY BANK
	 

	 
	 
	 

	By:
	 

	Name:
	 

	Title:
	 






	
			
	Date:
	 










By its execution  below,  and for the benefit of the Company,  SVB Financial Group makes each of the representations  and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof.
	
			
	SVB FINANCIAL GROUP
	 

	 
	 
	 

	By:
	 
	 

	Name:
	 
	 

	Title: