ContractWarrant Agreement • June 2nd, 2016 • Impinj Inc • 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.
IMPINJ, INC.Stock Option Agreement • 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”).
IMPINJ, INC.Stock Option Agreement • 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”).
ContractWarrant Agreement • June 2nd, 2016 • Impinj Inc • 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.
LICENSE AGREEMENTLicense Agreement • June 2nd, 2016 • 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.”
IMPINJ, INC. AMENDED & RESTATED DIORIO EMPLOYMENT AGREEMENTEmployment 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.
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”).
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. 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.
AMENDED AND RESTATED WARRANT TO PURCHASE PREFERRED STOCK of IMPINJ, INC. Dated as of July 13, 2012 Void after the date specified in Section 8Warrant 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
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.
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec • Washington
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 25, 2015 (the “Effective Date”) among SG ENTERPRISES II, LLC, a Washington limited liability company (the “Lender”), and IMPINJ, INC., a Delaware corporation (“Borrower”), and provides the terms on which Lender shall lend to Borrower, and Borrower shall repay Lender. The parties agree as follows:
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”).
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
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.
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.
FIRST AMENDMENT TO DIORIO EMPLOYMENT AGREEMENTEmployment 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.
FIRST AMENDMENT TO FEIN EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2016 • Impinj Inc • Electronic components, nec
This First Amendment to Employment Agreement (the “Amendment”) is made by and between Evan Fein (the “Executive”) and Impinj, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on February 9, 2015.
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.
