Warrant to purchase common stock



 Exhibit 4.7 

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. 

WARRANT TO PURCHASE STOCK 
  

			
	 Company:
	  	IMPINJ, INC., a Delaware corporation
	 Number of Shares:    
	  	300,000
	 Class of Stock:
	  	Common Stock
	 Warrant Price:
	  	$0.21 per share
	 Issue Date:
	  	March 25, 2011
	 Expiration Date:
	  	The 10th anniversary after the Issue Date
	 Credit Facility:
	  	 This Warrant is issued in connection with the Term Advances referenced

in the Loan and Security Agreement between Company and Silicon

Valley Bank dated March 25, 2011.


 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon Valley Bank,
together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the
class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

 ARTICLE 1. EXERCISE. 
 1.1 Method
of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in
Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 

1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this
Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares
by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3. 
 1.3
Fair Market Value. If the Company’s common stock is traded in a public market the fair market value of each Share shall be the closing price of a Share reported for the business day immediately before Holder delivers its Notice of
Exercise to the Company (or in 







 
the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the “price to public” per share price specified in the
final prospectus relating to such offering). If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. 

1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company
receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not
so acquired. 
 1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation on surrender and cancellation of
this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 
 1.6 Treatment of Warrant
Upon Acquisition of Company. 
 1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means
(A) a sale of all or substantially all of the assets of the Company, (B) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such
consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the
same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (C) any transaction or series of related transactions to which the Company is a party in
which in excess of 50% of the Company’s voting power is transferred; provided that an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the
Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof). 
 1.6.2 Treatment of
Warrant at Acquisition. Upon the written request of the Company, Holder agrees that, in the event of an Acquisition, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed
effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide Holder with written notice of
its request relating to the foregoing (together with such reasonable information as Holder may request In connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days
prior to the dosing of the proposed Acquisition. 
 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares then upon exercise of this Warrant, for each
Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend occurred.








 
If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of stock into which the Shares are
convertible, the number of shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a
lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 

2.2 Reclassification, Exchange, Combinations or Substitution. Upon any reclassification, exchange, substitution, or other event that
results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property
that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. The Company or its successor shall promptly issue to Holder an amendment to this
Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the
number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this
Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events. 
 2.3 Intentionally Omitted. 

2.4 No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a
reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this
Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against
impairment. Notwithstanding the foregoing, in no event shall the Company’s obligations pursuant to this Section 2.4 prohibit the Company from amending its Certificate of Incorporation with the requisite consent of its stockholders and its
board of directors as required under Delaware law. 
 2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or
conversion of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional
share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share. 
 2.6
Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its
Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the
series of adjustments leading to such Warrant Price. 







 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 

3.1 Representations and Warranties. The Company represents and warrants to Holder as follows: 

(a) The initial Warrant Price referenced on the first page of this Warrant is not greater than (i) the price per share at which the
Shares were last issued in an arms-length transaction In which at least $500,000 of the Shares were sold and (ii) the fair market value of the Shares as of the date of this Warrant. 

(b) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable
upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and
state securities laws. 
 (c) The Company’s capitalization table attached hereto as Schedule 1 is true and complete as of the
Issue Date. 
 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution
upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale any shares of the Company’s capital stock (or other securities convertible into such capital
stock), other than (i) pursuant to the Company’s stock option or other compensatory plans, (ii) in connection with commercial credit arrangements or equipment financings, or (iii) in connection with strategic transactions for
purposes other than capital raising; (c) to effect any reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of
its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company’s securities for cash, then, in connection with each such event,
the Company shall give Holder: (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which Holders of common stock will be
entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice
of the date when the same will take place (and specifying the date on which Holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the
case of the matter referred to in (e) above, the same notice as is given to Holders of such registration rights. Company will also provide information requested by Holder reasonably necessary to enable Holder to comply with Holder’s
accounting or reporting requirements. 
 3.3 Registration Under Securities Act of 1933, as amended. The Company agrees that the
Shares shall have certain “piggyback,” registration rights pursuant to and as set forth in the Company’s Investors’ Rights Agreement or similar agreement. The provisions set forth in the Company’s Investors’ Right
Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with
the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder. 







 3.4 No Shareholder Rights. Except as provided in this Warrant, Holder will not have any
rights as a shareholder of the Company until the exercise of this Warrant. 
 ARTICLE 4. REPRESENTATIONS, WARRANTIES OF HOLDER. Holder represents and
warrants to the Company as follows: 
 4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of
this Warrant by Holder will be acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that Holder has not been
formed for the specific purpose of acquiring this Warrant or the Shares. 
 4.2 Disclosure of Information. Holder has received or has
had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask
questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access. 

4.3 Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial
risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such
knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the
Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons. 

4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the
Act. 
 4.5 The Act. Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been
registered under the Act In reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein. Holder understands that this Warrant and the
Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are
otherwise available. 
 ARTICLE 5. MISCELLANEOUS. 

5.1 This Warrant Is exercisable in whole or in part at any time and from time to time on or before the Expiration Date. 

5.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any)
shall be imprinted with a legend in substantially the following form: 







 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. 

5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities
issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including,
without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Silicon Valley Bank (“Bank”) to provide
an opinion of counsel if the transfer is to Bank’s parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate of Bank. Additionally, the Company shall also not require an opinion of counsel if there is no
material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule
144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 
 5.4 Transfer Procedure. After receipt by
Bank of the executed Warrant, Bank will transfer all of this Warrant to SVB Financial Group by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written
notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any
transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number
of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the
Company, unless, in either case, the stock of the Company is publicly traded. 
 5.5 Notices. All notices and other communications
from the Company to Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as
the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above,
all notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise: 







 SVB Financial Group 

Attn: Treasury Department 

3003 Tasman Drive, HA 200 

Santa Clara, CA 95054 

Telephone: 

Facsimile: 
 Notice to the
Company shall be addressed as follows until Holder receives notice of a change in address: 
 IMPINJ, INC. 

Attn: Evan Fein, Chief Financial Officer 

701 N. 34th Street, Suite 300 

Seattle, WA 98103 

Fax: 
 5.6
Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 

5.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the
party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 

5.8 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other
security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted
pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other
securities) issued upon such conversion to Holder. 
 5.9 Counterparts. This Warrant may be executed in counterparts, all of which
together shall constitute one and the same agreement. 
 5.10 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law. 
 5.11 Lock-Up Agreement. Holder agrees to be bound by the “Lock-Up Agreement” provision (the “Lock-Up Provision”) in
Section 1.14 of the Company’s Investors’ Rights Agreement dated July 3, 2008. The Lock-Up Provision set forth in the Investors’ Rights Agreement may not be amended, modified or waived
without the prior consent of the Holder unless such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted pursuant to this Warrant. 

(Signature page follows.] 








									
	“COMPANY”	 		 	Date:
3/25/2011                                
				
	IMPINJ, INC.	 		 		 	
					
	By:	 	/s/ William Colleran	 		 	By:	 	/s/ Evan Fein
					
	Name: 	 	William Colleran	 		 	Name: 	 	Evan Fein
		 	(Print)	 		 		 	(Print)
					
	Title:	 	Chairman of the Board, President or Vice President	 		 	Title:	 	 Chief Financial Officer, Secretary, Assistant

Treasurer or Assistant Secretary


  

			
	“HOLDER”
	
	SILICON VALLEY BANK
		
	By:	 	/s/ Nick Christian
		
	Name: 	 	Nick Christian
		
	Title:	 	Relationship Manager








 APPENDIX I 

NOTICE OF EXERCISE 

1. Holder elects to purchase                  shares of the
Common Stock of IMPINJ, INC. pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full. 

[or] 
 1. Holder elects to
convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for                  of the Shares
covered by the Warrant. 
 [Strike paragraph that does not apply.] 

2. Please issue a certificate or certificates representing the shares in the name specified below: 

	
	
	   

	Holders Name
	
	   

	
	   

	(Address)

 3. By its execution below and for the benefit of the Company, Holder hereby restates each of the
representations and warranties in Article 4 of the Warrant as the date hereof. 
  

			
	HOLDER:
		
	 	 	 
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 
		
	(Date): 	 	 









 APPENDIX 2 

ASSIGNMENT 
 For value received,
Silicon Valley Bank hereby sells, assigns and transfers unto 
  

			
	 Name:
	  	SVB Financial Group
	 Address:    
	  	 3003 Tasman Drive (HA-200)

Santa Clara, CA 95054

		
	 Tax ID:
	  	

 that certain Warrant to Purchase Stock issued by IMPINJ, INC. (the “Company”), on March
      , 2011 (the “Warrant”) together with all rights, title and interest therein. 
  

			
	SILICON VALLEY BANK
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 



			
		
	Date: 	 	 

 By its execution below, and for the benefit of the Company, SVB Financial Group makes each of the representations and
warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof. 
  

			
	SVB FINANCIAL GROUP
		
	By:	 	 
		
	Name:	 	 
		
	Title: