First Amendment to the Joint Venture Agreement, dated as of September 1, 2018, by and between Aizu Fujitsu Semiconductor Limited, Fujitsu Semiconductor Limited, Transphorm Technology and Transphorm Aizu, Inc

This AMENDMENT TO THE JOINT VENTURE AGREEMENT (“Amendment”), effective September 1, 2018 (“Effective Date”), is by and between Aizu Fujitsu Semiconductor Limited having its principal place of business at No.4 Kogyo Danchi, Monden-Machi, Aizu Wakamatsu, Fukushima, Japan (“AFSL”), Fujitsu Semiconductor Limited, having its principal place of business at 2-100-45 Shin-Yokohama, Kohoku-Ku, Yokohama, Kanagawa, Japan (“FSL”), Transphorm, Inc., having its principal place of business at 75 Castilian Drive, Goleta, CA 93117, USA (“TPH”) and Transphorm Aizu, Inc., having its principal place of business at 2-5-15 Shin-Yokohama, Kohoku-Ku, Yokohama, Kanagawa, Japan (“TPH-A”). AFSL, FSL, TPH and TPH-A are collectively referred to as the “Parties” and individually, a “Party”.

“From and after the Effective Date of this Agreement, as soon as it becomes practicable after the end of each quarter, but not later than thirty (30) days thereafter, the Parties shall review the actual revenue of the Company versus the Business Plan based on the wafer loading by each of FSL/AFSL and TPH/TPH-A for the previous quarter, and if there are any shortfalls in revenue from the Business Plan in such quarter, the compensation for such shortfalls (“On-going Compensation”) shall be made by a Party who caused such shortfalls to the Company within sixty (60) days after the end of such quarter.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.