Amendment No.2 to Purchase Agreement



 Exhibit 10.33 
 AMENDMENT NO. 2 TO 
 PURCHASE AGREEMENT – SERVICES PHASE 2 #
CW1882970 
 BETWEEN 
 INTEL CORPORATION AND IMPINJ, INC. 
 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. 
  

	1.	EFFECTIVE/EXPIRATION DATE 


The Effective Date of this amendment (“Amendment”) shall be April 20, 2011. 

The new Expiration Date of the Agreement shall be March 31, 2012. 

 

	2.	DEFINITIONS 

 Unless
provided otherwise in this Amendment, each term appearing in this Amendment shall have the same meaning as given in the Agreement. 
 The term “Service(s)” shall be expanded to include the work to be performed as set forth in Addendum “C”, including any deliverables set forth in Addendum C resulting from such
Services. 
  

	3.	AMENDMENTS 

 By executing
this Amendment, Intel and Impinj are amending the Agreement to: 
 Include Addendum C (Hannegan1 *** and Hannegan2 ***) of the
Agreement which is attached hereto and incorporated herein by this reference. 
  

	4.	LEGAL EFFECT ON AGREEMENT 


As amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. In the event of a conflict between
this Amendment and the Agreement, this Amendment shall take precedence. 
  

									
	INTEL CORPORATION	 		 	IMPINJ, INC.
					
	BY:	 	/s/ Shahrokh Shahidzadeh	 		 	BY:	 	/s/ Kerry Krause
	NAME: Shahrokh Shahidzadeh	 		 	NAME: Kerry Krause
	TITLE: Sr. Principal Technologist	 		 	TITLE: VP Marketing
	DATE: 4/20/11	 		 	DATE: 4/20/11


  
  

	***	Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange
Commission. 









 ADDENDUM C 
 Hannegan1 *** and Hannegan2 *** 
 Statement of Work for
Purchase Agreement – Services: 
  

	1.	Overview 

 This SoW describes work that
Impinj will perform to *** Hannegan1 and *** for Hannegan2. This SoW: 
  

	 	•	 	 States the project goal 


  

	 	•	 	 Defines the roles and responsibilities for the project team members 



 

	 	•	 	 Lists the deliverables and associated fees 


  

	2.	Project Goal 

 This project has two goals:

  

	1.	*** Hannegan1 according to the requirements in Appendix C-1 of this Addendum C, which replaces Appendix A of Addendum A of the Agreement in its entirety.


  

	2.	Develop Hannegan2 ***, including use cases for *** as well as ***. 

  

	3.	Roles and Responsibilities 

 The project
team shall comprise personnel from Intel and Impinj. 
 Intel shall: 

 

	 	•	 	 Assign a project lead to provide project guidance and responses to Impinj’s questions and who has the authority to accept Impinj deliverables



  

	 	•	 	 To the extent Intel deems necessary or desirable, assign engineering resources on a full or part-time basis and provide the name of Intel’s
engineering lead at SOW signing 


  

	 	•	 	 Travel to Impinj facilities as necessary or desirable for engineering meetings and reviewing contract deliverables 



 

	 	•	 	 Be responsible for *** 



Impinj shall: 
  

	 	•	 	 Assign a project lead acceptable to Intel who shall have the authority to execute all deliverable commitments 



 

	 	•	 	 Assign engineering resources on a full or part-time basis and provide the name of Impinj’s engineering lead at SoW signing



  

	 	•	 	 Travel to Intel facilities as necessary for engineering meetings and review of deliverables 



 

	 	•	 	 Use commercially reasonable efforts to demonstrate performance of the Hannegan *** that meets or exceeds the specifications in Appendix C-1 of this
Addendum C 



  
  

	***	Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange
Commission. 










	4.	Definitions: 

 Acceptance Criteria:
Objective acceptance criteria, agreed to in writing by both Intel and Impinj, for deliverables under this SOW. 
  

	5.	Project Scope, Fees, and Acceptance Criteria 

 The project scope shall be for Impinj to *** Hannegan1 and develop *** for Hannegan2. 
 The
project fee shall be $***, payable as set forth in the Project Milestones and Deliverables table below. Intel will also reimburse Impinj for additional project-related costs actually incurred by Impinj and approved in advance by Intel, such as
travel expenses. 
 The “Acceptance Criteria” for each milestone are defined in the Project Milestones and Deliverables table below. A
deliverable will be accepted if it substantially conforms to each of the Acceptance Criteria for that deliverable. Intel will provide notice of acceptance or rejection of each deliverable within 15 days following Intel’s receipt of the
deliverable, and if such notice is not provided within 15 days following receipt the deliverable will be deemed accepted. 
 Impinj will provide
the deliverables under this SoW “as is” and without warranty of any kind, and Impinj disclaims any implied warranties. Each party’s liability under this SoW will be limited to the total amount of fees paid or payable by Intel as set
forth above, and neither party will have any liability for incidental or consequential damages under this SoW. Notwithstanding the foregoing, this Section regarding limitation of liability shall not apply to claims or damages arising from death or
personal injury or tangible property damage, from any breaches of obligations of confidentiality, or payments to third parties under the indemnity with respect to hazardous materials. 

 

	6.	Project Management 

 The project managers
are: 
  

			
	 For Intel:
	  	 For Impinj:

	 Shahrokh Shahidzadeh
	  	Ron Paulsen
	 Intel Corporation
	  	Impinj, Inc.
	 MS RA1 - 331
	  	701 North 34th Street
	 2111 NE 25th Avenue
	  	Suite 300
	 Hillsboro, OR 97124
	  	Seattle, WA 98103
	 Shahrokh.Shahidzadeh@intel.com
	  	@Impinj.com
	 (503) 712-8022
	  	206-834-1100


  
  

	***	Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange
Commission. 










	7.	Project Milestones and Deliverables 

 The
project milestones shall be as defined below. Prior to Impinj’s completion of work, Intel shall review and either accept or request reasonable changes to the deliverables. Impinj shall make reasonable efforts to accommodate Intel’s
requested changes. 
  

											
	 Hannegan 1 ***

	  	  	 Milestone
	  	 Date
	  	 Deliverables
	  	 Acceptance Criteria
	  	
Payment
Upon
Milestone
Completion

	 1
	  	PO from Intel	  	***	  		  		  	$***
						
	 2
	  	*** tapeout of Hannegan1	  	***	  	Tapeout to TSMC	  	TSMC notification of receipt of GDSII tapeout data	  	$***
						
	 3
	  	*** Hannegan1	  	***	  	*** including performance and environmental characterization over process corners	  	*** showing that samples from process corners meet the requirements in Appendix C-1 of this Addendum C	  	
						
	 4
	  	*** Hannegan 1	  	***	  	 ***
 Hannegan1
***
	  	 ***
 *** sample
***
	  	$***
	
	 Hannegan2 Requirements

	  	  	 Milestone
	  	 Date
	  	 Deliverables
	  	 Acceptance Criteria
	  	 Payment
Upon
Completion
of
Milestone

	 1
	  	PO from Intel	  	***	  		  		  	***
						
	 2
	  	Hannegan2 ***	  	***	  	Intel define the Hannegan2 ***	  	None – Intel-provided document	  	
						
	 3
	  	Hannegan2 ***	  	***	  	Impinj define the Hannegan2 ***	  	Hannegan2 ***	  	$***


  
  

	***	Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange
Commission.ih2 


	









 Appendix C-1 – Hannegan1 Requirements 

 

																													
	 Parameter
	  	Description	 	 	Condition	 	 	Min	 	 	Nom	 	 	Max	 	 	Units	 	 	Comments	 
	 RF Functionality
	 
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 				 				 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 				 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 				 				 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 				 				 	 	*	** 
	
	 RF Performance
	 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 			
	 ***
	  	 	*	** 	 				 				 	 	*	** 	 				 	 	*	** 	 			
	 ***
	  				 				 				 				 				 				 			
	 ***
	  	 	*	** 	 	 	*	** 	 	 	*	** 	 	 	*	** 	 	 	*	** 	 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 	 	*	** 	 	 	*	** 	 	 	*	** 	 	 	*	** 	 	 	*	** 
	 ***
	  				 				 	 	*	** 	 				 				 				 			
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 				 	 	*	** 
	 ***
	  	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 			
		  				 	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 			


  
  

	***	Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange
Commission. 










																													
	 Parameter
	  	Description	 	 	Condition	 	 	Min	 	 	Nom	 	 	Max	 	 	Units	 	 	Comments	 
	 ***
	  	 	*	** 	 	 	*	** 	 	 	*	** 	 				 	 	*	** 	 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 	 	*	** 	 			
	 ***
	  	 	*	** 	 				 				 				 	 	*	** 	 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 	 	*	** 	 	 	*	** 
	
	 *** to comply with the Intel Specific Field of
Use
	 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	 ***
	  				 				 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 	 	*	** 	 	 	*	** 
	
	 DCI
	 
	 ***

***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 	 	*	** 	 	 	*	** 	 	 	*	** 
		  	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 	 	 	*	** 
	
	 Physical
	 
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 				 				 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 	 	*	** 	 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 
	
	 Environmental
	 
	 ***
	  	 	*	** 	 	 	*	** 	 	 	*	** 	 				 	 	*	** 	 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 	 			
		  	 	*	** 	 	 	*	** 	 	 	*	** 	 				 	 	*	** 	 	 	*	** 	 			
	 ***
	  	 	*	** 	 				 	 	*	** 	 				 	 	*	** 	 	 	*	** 	 			
	 ***
	  	 	*	** 	 	 	*	** 	 	 	*	** 	 				 	 	*	** 	 	 	*	** 	 	 	*	** 
	 ***
	  	 	*	** 	 	 	*	** 	 				 				 	 	*	** 	 	 	*	** 	 	 	*	** 


  
  

	***	Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange
Commission. 









 Hannegan1 *** 
 *** 

  
  

	***	Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange
Commission.