IMPINJ, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 5, 2021 1.125% Convertible Senior Notes due 2027Indenture • November 5th, 2021 • Impinj Inc • Electronic components, nec • New York
INDENTURE dated as of November 5, 2021 between IMPINJ, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Shares IMPINJ, INC. COMMON STOCK, $0.001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2016 • Impinj Inc • Electronic components, nec • New York
IMPINJ, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 11th, 2016 • Impinj Inc • Electronic components, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date] and is between Impinj, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
Shares IMPINJ, INC. COMMON STOCK, $0.001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • November 28th, 2016 • Impinj Inc • Electronic components, nec • New York
ContractImpinj Inc • June 2nd, 2016 • Electronic components, nec • California
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.
ContractImpinj Inc • April 21st, 2011 • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 21st, 2011 • Impinj Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 25, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and IMPINJ, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shaft repay Bank. The parties agree as follows:
IMPINJ, INC.Equity Incentive Plan • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Delaware
Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement – Early Exercise (the “Option Agreement”).
IMPINJ, INC.Equity Incentive Plan • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Delaware
Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
LICENSE AGREEMENTLicense Agreement • October 28th, 2020 • Impinj Inc • Electronic components, nec • Delaware
This License Agreement (“Agreement”) is entered into as of July 3, 2008 (“Effective Date”) by and between Impinj Inc., a Delaware corporation (“Purchaser”), and Intel Corporation, a Delaware corporation (“Seller”). Seller and Purchaser are sometimes referred to as the “Parties” and each individually as a “Party.”
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 26th, 2017 • Impinj Inc • Electronic components, nec • Delaware
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 24, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and IMPINJ, INC., a Delaware corporation (“Borrower”), amends and restates in its entirety that certain Second Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of March 26, 2014 (as subsequently amended prior to the date hereof, the “Original Agreement”) and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
IMPINJ, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 11th, 2016 • Impinj Inc • Electronic components, nec • Delaware
Unless otherwise defined herein, the terms defined in the Impinj, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement including the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, and the exhibits attached thereto (all together, the “Award Agreement”).
IMPINJ, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 12th, 2024 • Impinj Inc • Electronic components, nec • Washington
This Executive Employment Agreement (the “Agreement”) is entered into as of November 13, 2018 (the “Effective Date”) by and between Hussein Mecklai (“Executive”) and Impinj, Inc., a Delaware corporation (the “Company”), and sets forth the terms and conditions with respect to Executive’s employment with the Company during the Employment Term (as defined below).
AMENDMENT NO. 2 TO PURCHASE AGREEMENT – SERVICES PHASE 2 # CW1882970 BETWEEN INTEL CORPORATION AND IMPINJ, INC.Purchase Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec
For valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge Intel Corporation (“Intel”) and Impinj, Inc. (“Impinj”) hereby amend the above referenced Purchase Agreement – Services Phase 2 dated on or about December 23, 2009 # CW1882970 (the “Agreement”) as set forth hereafter.
PURCHASE AGREEMENT – SERVICES PHASE 2Purchase Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Delaware
Buyer may purchase and Supplier shall provide the Services as described in Addendum A at the prices specified, and in accordance with the Terms and Conditions of this Agreement. For avoidance of doubt, this Agreement applies solely to Phase 2 of the *** project currently being contemplated by the parties as described in the Statement of Work (“Phase 2”). All Purchase Orders issued to Supplier by Buyer during the term of this Agreement with respect to Phase 2 shall be governed only by the Terms and Conditions of this Agreement notwithstanding any preprinted terms and conditions on Supplier’s acknowledgment or Buyer’s Purchase Order. Any additional or different terms in Supplier’s documents are hereby deemed to be material alterations and notice of objection to and rejection of them is hereby given. When Buyer is a subsidiary or affiliate of Intel, the obligations of the parties run between such subsidiary and affiliate and the Supplier, and not between Intel Corporation and the Supplier
IMPINJ, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 14th, 2017 • Impinj Inc • Electronic components, nec • Washington
Unless otherwise defined herein, the terms defined in the Impinj, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all appendices and exhibits attached thereto (the “Award Agreement”).
IMPINJ, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Washington
This Executive Employment Agreement (the “Agreement”) is entered into as of April 1, 2014 (the “Effective Date”) by and between Eric Q. Brodersen (“Executive”) and Impinj, Inc., a Delaware corporation (the “Company”), and sets forth the terms and conditions with respect to Executive’s employment with the Company during the Employment Term (as defined below).
AMENDMENT NO. 1 TO PURCHASE AGREEMENT – SERVICES PHASE 2 # CW1882970 BETWEEN INTEL CORPORATION AND IMPINJ, INC.Purchase Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec
For valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge Intel Corporation (“Intel”) and Impinj, Inc. (“Impinj”) hereby amend the above referenced Purchase Agreement – Services Phase 2 dated on or about December 23, 2009 # CW1882970 (the “Agreement”) as set forth hereafter.
IMPINJ, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 13, 2012Investors’ Rights Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Washington
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of July 13, 2012 by and among Impinj, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series 1 and Series 2 Preferred Stock set forth on Exhibit A attached hereto (the “Preferred Holders”), the holders of Common Stock set forth on Exhibit B attached hereto (the “Common Holders” and together with the Preferred Holders, the “Investors”) and Carver Mead, Christopher Diorio and Todd Humes (the “Founders”).
OFFICE LEASEOffice Lease • June 2nd, 2016 • Impinj Inc • Electronic components, nec
Plans or finish specifications for the Tenant Improvements. In the event Landlord fails to deliver the Leased Premises on the Estimated Delivery Date due to any Tenant Delay, this Lease shall be deemed to have commenced and the obligations of Tenant under the Lease, including without limitation the obligation to pay all rent due thereunder, shall have been deemed commence on the date the Lease would otherwise have commenced had it not been for Tenant Delay. Any and all reasonable costs and expenses incurred by Landlord following notice thereof to Tenant as a result of any Tenant Delay, including without limitation, architectural, engineering and space planning fees, permit resubmittal fees, increased Tenant Improvement Costs, and the like shall be the sole responsibility and obligation of Tenant and shall be reimbursed by Tenant to Landlord within twenty (20) days following demand therefore.
AMENDED AND RESTATED WARRANT TO PURCHASE PREFERRED STOCK of IMPINJ, INC. Dated as of July 13, 2012 Void after the date specified in Section 8Purchase Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Washington
THIS CERTIFIES THAT, for value received, , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Impinj, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the amendment on July 13, 2012 of the subordinated, secured, convertible, promissory note (the “Related Note”), which such Related Note was originally issued to Holder pursuant to that certain Note and Warrant Purchase Agreement, dated as of June 30, 2010, by and among the Company and the Investors described therein (the “Purchase Agreement”) in the original principal amount of $ (“Original Principal Amount”). This Warrant is one of a series of warrants
LEASE TERMINATION AGREEMENTLease Termination Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Washington
This Lease Termination Agreement (this “Agreement”) is entered into as of the 9th day of December, 2014, by and between FREMONT LAKE UNION CENTER LLC, a Delaware limited liability company (“Landlord”), and IMPINJ, INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO LEASELease • June 2nd, 2016 • Impinj Inc • Electronic components, nec
THIS THIRD AMENDMENT TO LEASE (the “Amendment”) is entered into as of March 28, 2016 (the “Effective Date”), between IMPINJ, INC., a Delaware corporation (“Tenant”) and T-C/SK 400 FAIRVIEW OWNER LLC, a Delaware limited liability company (“Landlord”). If the blank for the Effective Date is not completed, the Effective Date shall be the date on which Landlord’s signature is notarized.
FIRST AMENDMENT TO COLLERAN EMPLOYMENT AGREEMENTColleran Employment Agreement • October 1st, 2015 • Impinj Inc • Electronic components, nec
This First Amendment to Employment Agreement (the “Amendment”) is made by and between William T. Colleran (the “Executive”) and Impinj, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on February 19, 2009.
FIRST AMENDMENT TO LEASELease • June 2nd, 2016 • Impinj Inc • Electronic components, nec
THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is entered into as of July 31, 2015 (the “Effective Date”), between IMPINJ, INC., a Delaware corporation (“Tenant”) and 400 FAIRVIEW LLC, a Delaware limited liability company (“Landlord”). If the blank for the Effective Date is not completed, the Effective Date shall be the date on which Landlord’s signature is notarized.
SECOND AMENDMENT TO LEASELease • June 2nd, 2016 • Impinj Inc • Electronic components, nec
THIS SECOND AMENDMENT TO LEASE (the “Amendment”) is entered into as of March 4, 2016 (the “Effective Date”), between IMPINJ, INC., a Delaware corporation (“Tenant”) and T-C/SK 400 FAIRVIEW OWNER LLC, a Delaware limited liability company (“Landlord”). If the blank for the Effective Date is not completed, the Effective Date shall be the date on which Landlord’s signature is notarized.
OFFICE LEASE dated as of December 10, 2014 between 400 FAIRVIEW LLC, as Landlord and IMPINJ, INC., as TenantOffice Lease • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Washington
IMPINJ, INC. EXECUTIVE EMPLOYMENT AND ARBITRATION AGREEMENTEmployment and Arbitration Agreement • February 12th, 2024 • Impinj Inc • Electronic components, nec • California
This Executive Employment Agreement (the “Agreement”) is entered into as of December 29, 2022 (the “Effective Date”) by and between Cathal Phelan (“Executive”) and Impinj, Inc., a Delaware corporation (the “Company”), and sets forth the terms and conditions with respect to
AMENDMENT NO. 3 TO PURCHASE AGREEMENT — SERVICES PHASE 3 # CW1882970 BETWEEN INTEL CORPORATION AND IMPINJ, INC.Purchase Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec
For valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge Intel Corporation (“Intel”) and Impinj, Inc. (“Impinj”) hereby amend the above referenced Purchase Agreement — Services Phase 2 dated on or about December 23, 2009 # CW1882970 (the “Agreement”) as set forth hereafter.
IMPINJ, INC. AMENDED & RESTATED DIORIO EMPLOYMENT AGREEMENTDiorio Employment Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Washington
This Amended & Restated Agreement (the “Agreement”) is entered into as of December 19, 2008 (the “Effective Date”) by and between Impinj, Inc. (the “Company”) and Chris Diorio, Ph.D. (“Executive”) and sets forth the terms and conditions with respect to Executive’s employment with the Company during the Employment Term.
LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY)Borrower Agreement • May 25th, 2011 • Impinj Inc • Electronic components, nec • Delaware
THIS BORROWER AGREEMENT (this “Agreement”) is made and entered into by the entity identified as Borrower on the signature page hereof (“Borrower”) in favor of the Export-Import Bank of the United States (“Ex-Im Bank”) and the institution identified as Lender on the signature page hereof (“Lender”).
FIRST AMENDMENT TO DIORIO EMPLOYMENT AGREEMENTDiorio Employment Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec
This First Amendment to Employment Agreement (the “Amendment”) is made by and between Chris Diorio, Ph.D. (the “Executive”) and Impinj, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on February 20, 2009.
IMPINJ, INC. FEIN EMPLOYMENT AGREEMENTFein Employment Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Washington
This Agreement is entered into as of December 23, 2009 (the “Effective Date”) by and between Impinj, Inc. (the “Company”) and Evan Fein (“Executive”) and sets forth the terms and conditions with respect to Executive’s employment with the Company during the Employment Term (as defined below).
IMPINJ, INC. AMENDED & RESTATED COLLERAN EMPLOYMENT AGREEMENTColleran Employment Agreement • October 1st, 2015 • Impinj Inc • Electronic components, nec • Washington
This Amended & Restated Agreement (the “Agreement”) is entered into as of December 19, 2008 (the “Effective Date”) by and between Impinj, Inc. (the “Company”) and William T. Colleran, Ph.D. (“Executive”) and sets forth the terms and conditions with respect to Executive’s employment with the Company during the Employment Term.
AMENDMENT NO. 4 TO PURCHASE AGREEMENT — SERVICES PHASE 4 # CW1882970 BETWEEN INTEL CORPORATION AND IMPINJ, INC.Purchase Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec
For valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge Intel Corporation (“Intel”) and Impinj, Inc. (“Impinj”) hereby amend the above referenced Purchase Agreement — Services Phase 2 dated on or about December 23, 2009 # CW1882970 (the “Agreement”) as set forth hereafter.
