IMPINJ, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 21st, 2011 • Impinj Inc • 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”).
ContractImpinj Inc • April 21st, 2011 • 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 • April 21st, 2011 • Impinj Inc • 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 • April 21st, 2011 • Impinj Inc • 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”).
IMPINJ, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 3, 2008Investors’ Rights Agreement • April 21st, 2011 • Impinj Inc • Washington
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of July 3, 2008 by and among Impinj, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock set forth on Exhibit A attached hereto (the “Series A Holders”), Intel Corporation, a Delaware Corporation (“Intel”), the holders of Series B Preferred Stock listed on Exhibit B attached hereto (the “Series B Holders”), the holders of Series C Preferred Stock listed on Exhibit C attached hereto (the “Series C Holders”), the holders of Series D Preferred Stock listed on Exhibit D attached hereto (the “Series D Holders”) and the holders of Series E Preferred Stock listed on Exhibit E attached hereto (including Intel), the “Series E Holders,” and together with the Series A Holders, Series B Holders, Series C Holders and Series D Holders, the “Investors”) and Carver Mead, Christopher Diorio and Todd Humes (the “Founders”).
OFFICE LEASEOffice Lease • April 21st, 2011 • Impinj Inc
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.
FIRST AMENDMENT TO COLLERAN EMPLOYMENT AGREEMENTColleran Employment Agreement • April 21st, 2011 • Impinj Inc
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.
IMPINJ, INC. AMENDED & RESTATED DIORIO EMPLOYMENT AGREEMENTDiorio Employment Agreement • April 21st, 2011 • Impinj Inc • 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 • April 21st, 2011 • Impinj Inc • 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 • April 21st, 2011 • Impinj Inc
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 • April 21st, 2011 • Impinj Inc • 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 • April 21st, 2011 • Impinj Inc • 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.
IMPINJ, INC. AMENDMENT TO JOHN QUIST EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2011 • Impinj Inc • Washington
This amendment (the “Amendment”) is made by and between John Quist (“Executive”) and Impinj, Inc. (the “Company”, and together with Executive, the “Parties”) on March 31, 2011.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 21st, 2011 • Impinj Inc
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 2nd day of February, 2011 by and between Silicon Valley Bank (“Bank”) and IMPINJ, INC., a Delaware corporation (“Borrower”) whose address is 701 N. 34th Street, Suite 300, Seattle, WA 98103.
FIRST AMENDMENT TO LEASELease • April 21st, 2011 • Impinj Inc
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is executed as of the 21 day of July, 2006, between FREMONT LAKE UNION CENTER LLC, a Delaware limited liability company (“Landlord”) and IMPINJ, INC., a Washington corporation (“Tenant”).
SECOND AMENDMENT TO LEASELease • April 21st, 2011 • Impinj Inc
This Second Amendment is dated for reference purposes as of December 11, 2009 and is by and between FREMONT LAKE UNION CENTER LLC, a Delaware limited liability company (“Landlord”) and IMPINJ, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO VOIT EMPLOYMENT AGREEMENTVoit Employment Agreement • April 21st, 2011 • Impinj Inc
The First Amendment to Employment Agreement (“the Amendment”) is made by and between Steve Voit (the “Executive”) and Impinj, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on February 19, 2009.
WARRANT TO PURCHASE PREFERRED STOCK of IMPINJ, INC. Dated as of Void after the date specified in Section 8Impinj Inc • April 21st, 2011 • 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 transactions described in the Note and Warrant Purchase Agreement, dated as of June 30, 2010, by and among the Company and the investors described therein (the “Purchase Agreement”), and is issued in conjunction with the issuance on of the subordinated, secured, convertible, promissory note to Holder (the “Related Note”) pursuant to the Purchase Agreement in the original principal amount of $ (“Original Principal Amount”). This Warrant is one of a seri
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE...Security Agreement • April 21st, 2011 • Impinj Inc • Washington
THIS NOTE AND THE RIGHTS OF INVESTOR HEREUNDER ARE SUBJECT TO A SUBORDINATION AGREEMENT, DATED AS OF JUNE 30, 2010, AMONG SILICON VALLEY BANK, THE COMPANY AND THE INVESTORS (THE “SUBORDINATION AGREEMENT”).
IMPINJ, INC. AMENDED & RESTATED VOIT EMPLOYMENT AGREEMENTVoit Employment Agreement • April 21st, 2011 • Impinj Inc • 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 Steve Voit (“Executive”) and sets forth the terms and conditions with respect to Executive’s employment with the Company during the Employment Term.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY)Loan and Security Agreement • April 21st, 2011 • Impinj Inc
THIS FIRST AMENDMENT to Loan and Security Agreement (EX-IM Loan Facility) (this “Amendment”) is entered into this 2nd day of February, 2011 by and between Silicon Valley Bank (“Bank”) and IMPINJ, INC., a Delaware corporation (“Borrower”) whose address is 701 N. 34th Street, Suite 300, Seattle, WA 98103.
AMENDMENT No. 3 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 21st, 2011 • Impinj Inc • Washington
This Amendment No. 3 (the “Amendment”) to the Amended and Restated Investors’ Rights Agreement is dated as of March 25, 2011 and amends the Amended and Restated Investors’ Rights dated as of July 3, 2008, as amended on May 7, 2010 and February 8, 2011 (the “Rights Agreement”) by and among Impinj, Inc., a Delaware corporation (the “Company”), the investors named in Exhibit A attached thereto, the investors named in Exhibit B attached thereto, the investors named in Exhibit C attached thereto, the investors named in Exhibit D attached thereto, the investors named in Exhibit E attached thereto (the “Investors”), Carver Mead, Christopher Diorio and Todd Humes (collectively, the “Parties”). All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Rights Agreement.
SECOND AMENDMENT TO VOIT EMPLOYMENT AGREEMENTVoit Employment Agreement • April 21st, 2011 • Impinj Inc
The Second Amendment to Employment Agreement (“the Amendment”) is made by and between Steve Voit (the “Executive”) and Impinj, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on January 5, 2010.
EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2011 • Impinj Inc • Washington
This Employment Agreement (the “Agreement”) is dated as of March 10th, 2006 by and between John Quist (“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 as of and after the date of this Agreement.
AMENDMENT No. 4 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 21st, 2011 • Impinj Inc • Washington
This Amendment No. 4 (the “Amendment”) to the Amended and Restated Investors’ Rights Agreement is dated as of April 20, 2011 and amends the Amended and Restated Investors’ Rights dated as of July 3, 2008, as amended on February 2, 2011 and March 25, 2011 (the “Rights Agreement”) by and among Impinj, Inc., a Delaware corporation (the “Company”), the investors named in Exhibit A attached thereto, the investors named in Exhibit B attached thereto, the investors named in Exhibit C attached thereto, the investors named in Exhibit D attached thereto, the investors named in Exhibit E attached thereto (the “Investors”), Carver Mead, Christopher Diorio and Todd Humes (collectively, the “Parties”). All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Rights Agreement.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 21st, 2011 • Impinj Inc
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 25th day of March, 2011 by and between Silicon Valley Bank (“Bank”) and IMPINJ, INC., a Delaware corporation (“Borrower”) whose address is 701 N. 34th Street, Suite 300, Seattle, WA 98103.
THIRD AMENDMENT TO VOIT EMPLOYMENT AGREEMENTVoit Employment Agreement • April 21st, 2011 • Impinj Inc
This Third Amendment to Employment Agreement (the “Amendment”) is made by and between Steve Voit (the “Executive”) and Impinj, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on April 16 , 2011.
AMENDMENT No. 2 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 21st, 2011 • Impinj Inc • Washington
This Amendment No. 2 (the “Amendment”) to the Amended and Restated Investors’ Rights Agreement is dated as of February 8, 2011 and amends the Amended and Restated Investors’ Rights dated as of July 3, 2008, as amended on May 7, 2010 (the “Rights Agreement”) by and among Impinj, Inc., a Delaware corporation (the “Company”), the investors named in Exhibit A attached thereto, the investors named in Exhibit B attached thereto, the investors named in Exhibit C attached thereto, the investors named in Exhibit D attached thereto, the investors named in Exhibit E attached thereto (the “Investors”), Carver Mead, Christopher Diorio and Todd Humes (collectively, the “Parties”). All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Rights Agreement.
