Form of Notice of Stock Option Grant and Stock Option Agreement



 Exhibit 10.3 
 IMPINJ, INC. 
 2000 STOCK PLAN 

NOTICE OF STOCK OPTION GRANT 
  

											
	 Optionee
	    	
                  
               
	  		  		  		  	
	 Address
	    	
                  
               
	  		  		  		  	
		    	  
	  		  		  		  	

 You have been granted an option to purchase Common Stock of Impinj, Inc. (the “Company”)
as follows: 
  

					
	 Board Approval Date:
	  	
                    
             
	  	
			
	 Date of Grant (Later of Board Approval Date or

Commencement of Employment/Consulting):
	  	
                    
             
	  	
			
	 Exercise Price per Share:
	  	
                    
             
	  	
			
	 Total Number of Shares Granted:
	  	
                    
             
	  	
			
	 Total Exercise Price:
	  	
                    
             
	  	
			
	 Type of Option:
	  	
                    
             
	  	
			
	 Expiration Date:
	  	
                    
             
	  	
			
	 Vesting Commencement Date:
	  	
                    
             
	  	
		
	 Vesting/Exercise Schedule:
	  	This Option may be exercised, in whole or in part, at any time after the Date of Grant. So long as your Continuous Service Status with the Company continues, the
Shares underlying this Option shall vest in accordance with the following schedule:

 [VESTING SCHEDULE] 








			
	 Termination Period:
	  	This Option may be exercised for 30 days after termination of Continuous Service Status except as set out in Section 5 of the Stock Option Agreement (but in no event later than
the Expiration Date). Optionee is responsible for keeping track of these exercise periods following termination for any reason of his or her service relationship with the Company. The Company will not provide further notice of such
periods.
		
	 Transferability:
	  	This Option may not be transferred.

 By your signature and the signature of the Company’s representative below, you and the Company agree
that this option is granted under and governed by the terms and conditions of the Impinj, Inc. 2000 Stock Plan and the Stock Option Agreement, both of which are attached and made a part of this document. 

In addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services
to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to
continue your Continuous Service Status with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause.

  

							
		 		 	IMPINJ, INC.
				
	  
	 		 	By:	 	 
				
	Optionee	 		 	Name:	 	  

				
		 		 	Title:	 	  



  
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 IMPINJ, INC. 
 2000 STOCK PLAN 
 STOCK OPTION AGREEMENT 

1. Grant of Option. Impinj, Inc., a Delaware corporation (the “Company”), hereby grants to the Optionee
(“Optionee”), whose name appears on the Notice of Stock Option Grant (the “Notice”) an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”)
set forth in the Notice, at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the Impinj, Inc. 2000 Stock Plan (the “Plan”) adopted by
the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. 

2. Designation of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the
Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent the Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option. 

Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other
Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as
of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan. 

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule
set out in the Notice and with the provisions of Section 10 of the Plan as follows: 
 (a) Right to Exercise.

 (i) This Option may not be exercised for a fraction of a share. 

(ii) In the event of Optionee’s death, disability or other termination of employment, the exercisability of the Option is governed
by Section 5 below, subject to the limitations contained in this Section 3. 
 (iii) In no event may this Option be
exercised after the Expiration Date of the Option as set forth in the Notice. 







 (b) Method of Exercise. 

(i) This Option shall be exercisable by execution and delivery of the Early Exercise Notice and Restricted Stock Purchase Agreement
attached hereto as Exhibit A, the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B, or any other form of written notice approved for such purpose by the Company which shall state
Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be
required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate
delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. 

(ii) As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make
adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise. 

(iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option
unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved by the
stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulation,
including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to
the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares. 

4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at
the election of Optionee: 
 (a) cash or check; 
 (b) prior to the date, if any, upon which the Common Stock becomes a Listed Security, by surrender of other shares of Common Stock of the Company that have an aggregate Fair Market Value on the date of
surrender equal to the Exercise Price of the Shares as to which the Option is being exercised. In the case of shares acquired directly or indirectly from the Company, such shares must have been owned by Optionee for more than six (6) months on
the date of surrender (or such other period of time as is necessary to avoid the Company’s incurring adverse accounting charges); or 

  
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 (c) following the date, if any, upon which the Common Stock is a Listed Security, delivery
of a properly executed exercise notice together with irrevocable instructions to a broker approved by the Company to deliver promptly to the Company the amount of sale or loan proceeds required to pay the exercise price. 

5. Termination of Relationship. Following the date of termination of Optionee’s Continuous Service Status for any
reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if
Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date
of the Option as set forth in the Notice. 
 (a) Termination. In the event of termination of Optionee’s
Continuous Service Status other than as a result of Optionee’s disability or death or for Cause (as defined in the Plan), Optionee may, to the extent otherwise so entitled at the date of such termination (the “Termination
Date”), exercise this Option during the Termination Period set forth in the Notice. 
 (b) Other
Terminations. In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise the Option only as described below: 
 (i) Termination upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s disability, Optionee may, but only within
six months from the Termination Date, exercise this Option to the extent Optionee was entitled to exercise it as of such Termination Date. 
 (ii) Death of Optionee. In the event of the death of Optionee (a) during the term of this Option and while an Employee or Consultant of the Company and having been in Continuous Service
Status since the date of grant of the Option, or (b) within thirty (30) days after Optionee’s Termination Date, the Option may be exercised at any time within twelve months following the date of death by Optionee’s estate or by a
person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee was entitled to exercise the Option as of the Termination Date. 

(iii) Termination for Cause. In the event Optionee’s Continuous Service Status is terminated for Cause, the Option
shall terminate immediately upon such termination for Cause as set forth in Section 10(b)(iv) of the Plan. In the event Optionee’s Continuous Service Status with the Company is suspended pending investigation of whether such relationship
shall be terminated for Cause, all Optionee’s rights under the Option, including the right to exercise the Option, shall be suspended during the investigation period, also as set forth in Section 10(b)(iv) of the Plan. 

6. Non-Transferability of Option. 

(a) This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be
exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant. 

  
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 (b) Further, until such time as the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (such time, the “Reliance End Date”), the Participant shall not transfer this Option or, prior to exercise, the shares subject to this Option, in any
manner other than (i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act of 1933, as amended) through gifts or domestic relations orders, or (ii) to an executor or guardian of Participant upon
the death or disability of Participant. Until the Reliance End Date, the Options and, prior to exercise, the shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any
short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act,
respectively), other as permitted in clauses (i) and (ii) of this paragraph. Notwithstanding the foregoing, the Administrator, in its sole discretion, may determine to permit transfers to the Company or in connection with the Change in
Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f). 
 7. Tax Obligations. 
 (a) Withholding Taxes. Optionee
agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the
Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 

(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately
notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. 

(c) Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 that was
granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of a Share on the date of grant (a “discount option”) may be considered
“deferred compensation”. An Option that is a “discount option” may result in (i) income recognition by the Optionee prior to the exercise of the Option, (ii) an additional twenty percent (20%) tax, and
(iii) potential penalty and interest charges. Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the fair market value of a Share on
the date of grant in a later examination. Optionee agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the fair market value of a Share on the date of grant, Optionee will be solely
responsible for Optionee’s costs related to such a determination. 

  
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 8. Lock-Up Agreement. In connection
with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as
the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested
by the underwriters at the time of the public offering. 
 9. Effect of Agreement. Optionee acknowledges receipt
of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its
contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the event of a
conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between Optionee and
the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter. 

  
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 EXHIBIT A 
 IMPINJ, INC. 
 2000 STOCK PLAN 

EARLY EXERCISE NOTICE AND 
 RESTRICTED STOCK PURCHASE AGREEMENT 
 This Agreement
(“Agreement”) is made as of                     by and between Impinj, Inc., a Delaware corporation (the
“Company”), and                     (“Purchaser”). To the extent any capitalized terms used in this
Agreement are not defined, they shall have the meaning ascribed to them in the 2000 Stock Plan. 
 1. Exercise of
Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase
                    shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Company’s 2000
Stock Plan (the “Plan”) and the Stock Option Agreement dated                     (the “Option Agreement”).
Of these Shares, Purchaser has elected to purchase                     of those Shares which have become vested as of the date hereof under
the Vesting Schedule set forth in the Notice of Stock Option Grant (the “Vested Shares”) and                     Shares which
have not yet vested under such Vesting Schedule (the “Unvested Shares”). The purchase price for the Shares shall be
                    per Share for a total purchase price of
$                    . The term “Shares” refers to the purchased Shares and all securities received in replacement of the
Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which
Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 
 2. Time and Place of Exercise. The
purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 2(b) of the Option Agreement.
On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price therefor by Purchaser by (a) check
made payable to the Company, (b) cancellation of indebtedness of the Company to Purchaser, (c) delivery of shares of the Common Stock of the Company in accordance with Section 3 of the Option Agreement, or (d) a combination of
the foregoing, and any and all withholding taxes due in connection with the exercise of the Option. 
 3. Limitations on
Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase
Option (as defined below). After any Shares have been released from such Repurchase Option, Purchaser shall not assign, encumber or dispose of any interest in such Shares except in compliance with the provisions below and applicable securities laws.


  
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 (a) Repurchase Option. 

(i) In the event of the voluntary or involuntary termination of Purchaser’s Continuous Service Status with the Company for any
reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a
period of 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share
specified in Section 1 (adjusted for any stock splits, stock dividends and the like). 
 (ii) Unless the Company notifies
Purchaser within 90 days from the date of termination of Purchaser’s Continuous Service Status that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed
automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise
notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser
constitutes written notice to Purchaser of the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser
with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an
amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of
any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically
canceled as of the 90th day following termination of Purchaser’s Continuous Service Status unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company
shall become the legal and beneficial owner of the Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by
the Company, without further action by Purchaser. 
 (iii) One hundred percent (100%) of the Unvested Shares shall
initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Unvested Shares are released from the
Repurchase Option. Fractional shares shall be rounded to the nearest whole share. 
 (b) Right of First Refusal.
Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”). 

  
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 (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to
the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed
Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered
Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance
with subsection (iii) below. 
 (iii) Purchase Price. The purchase price (“Purchase Price”)
for the Shares purchased by the Company or its assignee(s) under this Section 3(b) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the
non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 
 (iv) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding
indebtedness, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as
provided in this Section 3(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the
date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to
apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more
favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

 (vi) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(b)
notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall
be exempt from the provisions of this Section 3(b). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall
receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3. 

  
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 (c) Involuntary Transfer. 

(i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this
Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(b)(vi) above) of all or a portion of the Shares by the record
holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer. Upon such a
transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company
of written notice by the person acquiring the Shares. 
 (ii) Price for Involuntary Transfer. With respect to any
stock to be transferred pursuant to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the
Company. The Company shall notify Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree
with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall
be borne equally by the Company and the Purchaser. 
 (d) Assignment. The right of the Company to purchase any
part of the Shares may be assigned in whole or in part to any shareholder or shareholders of the Company or other persons or organizations. 
 (e) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement,
including, insofar as applicable, the Repurchase Option. In the event of any purchase by the Company hereunder where the Shares or interest are held by a transferee, the transferee shall be obligated, if requested by the Company, to transfer the
Shares or interest to the Purchaser for consideration equal to the amount to be paid by the Company hereunder. In the event the Repurchase Option is deemed exercised by the Company pursuant to Section 3(a)(ii) hereof, the Company may deem any
transferee to have transferred the Shares or interest to Purchaser prior to their purchase by the Company, and payment of the purchase price by the Company to such transferee shall be deemed to satisfy Purchaser’s obligation to pay such
transferee for such Shares or interest, and also to satisfy the Company’s obligation to pay Purchaser for such Shares or interest. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied.

 (f) Termination of Rights. The right of first refusal granted the Company by Section 3(b) above and the
option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement
filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(b) above, a
new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) herein and delivered to Purchaser. 

  
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 4. Escrow of Unvested Shares. For purposes of facilitating the enforcement of
the provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an Assignment Separate from Certificate in the
form attached to this Agreement as Attachment A executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such certificate(s) and
Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company,
or the Secretary’s designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser
agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time.
Purchaser agrees that if the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder
pursuant to the terms of this Agreement. 
 5. Investment and Taxation Representations. In connection with the
purchase of the Shares, Purchaser represents to the Company the following: 
 (a) Purchaser is aware of the Company’s
business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own
account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to
transfer the Shares to any person or entity. 
 (b) Purchaser understands that the Shares have not been registered under the
Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 

(c) Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing
the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company. 

(d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to
the satisfaction of certain conditions. Purchaser 

  
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understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other
things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods,
and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in
paragraph (e) below. 
 (e) Purchaser further understands that in the event all of the applicable requirements of Rule 144
or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 shall have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can
be given that any such other registration exemption shall be available in such event. 
 (f) Purchaser understands that
Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 
 6. Restrictive Legends
and Stop-Transfer Orders. 
 (a) Legends. The certificate or certificates representing the Shares shall
bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws): 

(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 
 (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 

  
 A-6









 (c) Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or
other transferee to whom such Shares shall have been so transferred. 
 7. No Employment Rights. Nothing in this
Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s Continuous Service Status, for any reason, with or without cause. 

8. Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as
amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Shares and the Fair Market Value
of the Shares as of the date any restrictions on the Shares lapse. In this context, “restriction” means the right of the Company to buy back the Shares pursuant to the Repurchase Option set forth in Section 3(a) of this
Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”)
of the Code with the Internal Revenue Service within 30 days from the date of purchase. Even if the Fair Market Value of the Shares at the time of the execution of this Agreement equals the amount paid for the Shares, the election must be made to
avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that failure to file such an election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further
understands that an additional copy of such election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the
effect of United States federal income taxation with respect to purchase of the Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the
applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser’s death. 

Purchaser agrees that he or she will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and
Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Attachment B. Purchaser further agrees that he or she will execute and submit with the Acknowledgment a copy of the
83(b) Election attached hereto as Attachment C (for tax purposes in connection with the early exercise of an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election. Purchaser agrees that
he or she is solely responsible for filing the Section 83(b) Election with the Internal Revenue Service. 
 9. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s
securities, Purchaser agrees not to sell, make any short sale 

  
 A-7









 
of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the
prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to
execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering. 
 10.
Miscellaneous. 
 (a) Governing Law. This Agreement and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. 

(b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the
parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the
parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 
 (c) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event
that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 
 (d)
Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the
parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. 
 (e)
Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. 
 (f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 


  
 A-8









 (g) Successors and Assigns. The rights and benefits of this Agreement shall
inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

[Signature Page Follows] 

  
 A-9









 The parties have executed this Early Exercise Notice and Restricted Stock Purchase Agreement
as of the date first set forth above. 
  

			
	 COMPANY:
  

IMPINJ, INC.

		
	By:	 	 
		 	William Colleran, CEO & President
	
	PURCHASER:
	
	  

	 (Signature)

	  

	 (Print Name)



  

			
	Address:	 	 
		 	  
  



 I,
                                    , spouse of
                                         
                   (Purchaser), have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the
right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by
the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 

Spouse of
                                         
    









 IF YOU WISH TO MAKE A SECTION 83(B) 

ELECTION, THE FILING OF SUCH 
 ELECTION IS YOUR RESPONSIBILITY. 
 THE FORM FOR MAKING THIS

 SECTION 83(B) ELECTION IS ATTACHED TO 
 THIS AGREEMENT AS ATTACHMENT C. 
 YOU MUST FILE THIS FORM
WITHIN 
 30 DAYS OF PURCHASING THE SHARES. 
 YOU (AND NOT THE COMPANY OR ANY 
 OF ITS AGENTS) SHALL BE
SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST 
 THE COMPANY OR ITS AGENTS TO MAKE THIS FILING
ON YOUR BEHALF AND EVEN 
 IF THE COMPANY OR ITS AGENTS HAVE PREVIOUSLY MADE THIS FILING ON 

YOUR BEHALF. 
 The election should be filed by mailing a signed election 
 form by
certified mail, return receipt requested to the IRS 
 Service Center where you file your tax returns. See 

<www.irs.gov> 
  

  










 ATTACHMENT A 
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED and
pursuant to that certain Early Exercise Notice and Restricted Stock Purchase Agreement between the undersigned (“Purchaser”) and Impinj, Inc. (the “Company”) dated
                            ,
            (the “Agreement”), Purchaser hereby sells, assigns and transfers unto the Company
                                         
       (            ) shares of the Common Stock of the Company, standing in Purchaser’s name on the books of the Company and represented
by Certificate No.             , and does hereby irrevocably constitute and appoint
                                to transfer said stock on the books of the Company
with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO. 
  

 
  
  

					
	Dated:                            
                    	 		 	
			
		 		 	Signature:
			
		 		 	  

		 		 	Purchaser
			
		 		 	  

		 		 	Spouse of
                                     (if
applicable)
		 		 	

 Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable
the Company to exercise its Repurchase Option set forth in the Agreement without requiring additional signatures on the part of Purchaser. 







 ATTACHMENT B 
 ACKNOWLEDGMENT AND STATEMENT OF DECISION 
 REGARDING SECTION
83(b) ELECTION 
 The undersigned (which term includes the undersigned’s spouse), a purchaser of
             shares of Common Stock of Impinj, Inc., a Delaware corporation (the “Company”) by exercise of an option (the “Option”) granted pursuant
to the Company’s 2000 Stock Plan (the “Plan”), hereby states as follows: 
 1. The undersigned
acknowledges receipt of a copy of the Plan relating to the offering of such shares. The undersigned has carefully reviewed the Plan and the option agreement pursuant to which the Option was granted. 

2. The undersigned either check and complete as applicable: 

 

	 	(a)	             has consulted, and has been fully advised by, the undersigned’s own tax advisor,
                                         
   , whose business address is
                                         
   , regarding the federal, state and local tax consequences of purchasing shares under the Plan, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986,
as amended (the “Code”) and pursuant to the corresponding provisions, if any, of applicable state law; or 

  

	 	(b)	             has knowingly chosen not to consult such a tax advisor. 


3. The undersigned hereby states that the undersigned has decided [check as applicable]: 

 

	 	(a)	             to make an election pursuant to Section 83(b) of the Code, and is submitting to the
Company, together with the undersigned’s executed Early Exercise Notice and Restricted Stock Purchase Agreement, an executed form entitled “Election Under Section 83(b) of the Internal Revenue Code of 1986;” or


  

	 	(b)	             not to make an election pursuant to Section 83(b) of the Code.


 4. Neither the Company nor any subsidiary or representative of the Company has made any warranty or
representation to the undersigned with respect to the tax consequences of the undersigned’s purchase of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding
provisions, if any, of applicable state law. 
  

					
	Date:
                                         
                                       	 		 	  

	 	 		 	Purchaser
	Date:
                                         
                                       	 		 	  

		 		 	Spouse of                           
                                        
             








 ATTACHMENT C 
 ELECTION UNDER SECTION 83(b) 
 OF THE INTERNAL REVENUE CODE OF
1986 
 The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include
in taxpayer’s gross income or alternative minimum taxable income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the property described below:

  

	1.	The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 


NAME OF
TAXPAYER:                                       
                                        
                                         
                                     

NAME OF
SPOUSE:                                        
                                         
                                         
                                        
  

ADDRESS:                     
                                         
                                         
                                         
                                    

 
 IDENTIFICATION NO. OF
TAXPAYER:                                       
                                         
                                         
        
 IDENTIFICATION NO. OF
SPOUSE:                                        
                                         
                                         
               
 TAXABLE
YEAR:                                 

 

	2.	The property with respect to which the election is made is described as follows: 


 

	 	                        
	shares of the Common Stock of Impinj, Inc., a Delaware corporation (the “Company”). 


 

	3.	The date on which the property was transferred is:                 


  

	4.	The property is subject to the following restrictions: 

 Repurchase option at cost in favor of the Company upon termination of taxpayer’s Continuous Service Status. 
  

	5.	The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such
property is: $             

  

	6.	The amount (if any) paid for such property: $             


The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s
receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. 
 The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. 

 

			
	
Date:                       
                                         
         
	  	  

		  	Purchaser
		
	Date:                             
                                         
   	  	  

		  	Spouse of
                                         
                           








 RECEIPT AND CONSENT 

The undersigned hereby acknowledges receipt of a photocopy of Certificate No.
                    for
                    shares of Common Stock of Impinj, Inc. (the “Company”). 

The undersigned further acknowledges that the Secretary of the Company, or his or her designee, is acting as escrow holder pursuant to
the Early Exercise Notice and Restricted Stock Purchase Agreement Purchaser has previously entered into with the Company. As escrow holder, the Secretary of the Company, or his or her designee, holds the original of the aforementioned certificate
issued in the undersigned’s name. 

Dated:                        
                                     

 

	
	  

	Signature
	
	  

	Print Name









 EXHIBIT B 
 IMPINJ, INC. 
 2000 STOCK PLAN 

EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT 

This Agreement (“Agreement”) is made as of
                    , by and between Impinj, Inc., a Delaware corporation (the “Company”), and
                    (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall
have the meaning ascribed to them in the 2000 Stock Plan. 
 1. Exercise of Option. Subject to the terms and
conditions hereof, Purchaser hereby elects to exercise his or her option to purchase                     shares of the Common Stock (the
“Shares”) of the Company under and pursuant to the Company’s 2000 Stock Plan (the “Plan”) and the Stock Option Agreement dated
                    , (the “Option Agreement”). The purchase price for the Shares shall
be                    per Share for a total purchase price of
                    . The term “Shares” refers to the purchased Shares and all securities received in replacement of the
Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which
Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 
 2. Time and Place of Exercise. The
purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 2(b) of the Option Agreement.
On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price therefor by Purchaser by (a) check
made payable to the Company, (b) cancellation of indebtedness of the Company to Purchaser, (c) delivery of shares of the Common Stock of the Company in accordance with Section 3 of the Option Agreement, or (d) by a combination of
the foregoing. 
 3. Limitations on Transfer. In addition to any other limitation on transfer created by
applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 

(a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes
referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and
conditions set forth in this Section 3(a) (the “Right of First Refusal”). 
 (i) Notice of Proposed
Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or 

  
 B-1









 
otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to
each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably
possible) to the Company or its assignee(s). 
 (ii) Exercise of Right of First Refusal. At any time within
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below. 
 (iii) Purchase
Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 3(a) shall be the Offered Price. If the Offered Price includes consideration other than cash,
the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 
 (iv) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding
indebtedness, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as
provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the
date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to
apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more
favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

 (vi) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(a)
notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall
be exempt from the provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall
receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3. 

  
 B-2









 (b) Involuntary Transfer. 

(i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this
Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(vi) above) of all or a portion of the Shares by the record
holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the fair market value of the Shares on the date of transfer. Upon such a
transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company
of written notice by the person acquiring the Shares. 
 (ii) Price for Involuntary Transfer. With respect to any
stock to be transferred pursuant to Section 3(b)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the
Company. The Company shall notify Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree
with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall
be borne equally by the Company and the Purchaser. 
 (c) Assignment. The right of the Company to purchase any
part of the Shares may be assigned in whole or in part to any shareholder or shareholders of the Company or other persons or organizations. 
 (d) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale
or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied. 
 (e)
Termination of Rights. The right of first refusal granted the Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall
terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the
“Securities Act”). Upon termination of the right of first refusal described in Section 3(b) above, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend
referred to in Section 6(a)(ii) herein and delivered to Purchaser. 
 4. Investment and Taxation Representations.
In connection with the purchase of the Shares, Purchaser represents to the Company the following: 
 (a) Purchaser is aware
of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment
for his or her 

  
 B-3









 
own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state
law. Purchaser does not have any present intention to transfer the Shares to any person or entity. 
 (b) Purchaser understands
that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.

 (c) Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s)
evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company. 

(d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to
the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Purchaser, the exercise shall be exempt from registration under the Securities Act. In the
event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of
affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an
unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely
filing of a Form 144, if applicable. 
 In the event that the Company does not qualify under Rule 701 at the time of
grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to
occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in
sections (2), (3) and (4) of the paragraph immediately above. 
 (e) Purchaser further understands that in the
event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that
Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such 

  
 B-4









 
offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Purchaser understands that no assurances can be given that any
such other registration exemption shall be available in such event. 
 (f) Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the
Shares and that Purchaser is not relying on the Company for any tax advice. 
 5. Restrictive Legends and Stop-Transfer
Orders. 
 (a) Legends. The certificate or certificates representing the Shares shall bear the following
legends (as well as any legends required by applicable state and federal corporate and securities laws): 
 (i) THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 

(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY
AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 (b) Stop-Transfer Notices.
Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own
securities, it may make appropriate notations to the same effect in its own records. 
 (c) Refusal to Transfer.
The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right
to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 
 6. No
Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s Continuous Service Status, for any reason, with or
without cause. 
 7. Lock-Up Agreement. In connection with the initial
public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option
for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior 

  
 B-5









 
written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the
Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering. 
 8. Miscellaneous. 
 (a) Governing Law. This Agreement
and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware , without giving effect to principles of conflicts
of law. 
 (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in
writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the
parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto
and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. 

(e) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when
delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as
set forth below or as subsequently modified by written notice. 
 (f) Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 
 (g) Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

  
 B-6









 The parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of
the date first set forth above. 
  

			
	COMPANY:
	
	IMPINJ, INC.
		
	By:	 	  
		 	William Colleran, CEO & President



 

			
	PURCHASER:
	
	  

	(Signature)
	
	  

	(Print Name)
		
	Address:	 	  

		
		 	  

		
		 	  



 I,
                    , spouse of
                    , have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the
right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall hereby by similarly bound by the Agreement. I hereby
appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 

Spouse of
                                         
    







 RECEIPT 

The undersigned hereby acknowledges receipt of Certificate No.
             for                      shares of Common Stock of Impinj,
Inc. 
  

							
	Dated:	 	  
	 		 	
				
	 	 		 	 	 	  

		 		 		 	Signature
		 		 		 	  

		 		 		 	Print Name








 RECEIPT 

Impinj, Inc. (the “Company”) hereby acknowledges receipt of a check in the amount of
$             given by                      (Purchaser) as consideration
for Certificate No.              for                      shares of Common
Stock of the Company. 
  

									
	Dated:	 	  
	 		 		 	
				
	 	 		 	 	 	Impinj, Inc.
					
		 		 		 	By:	 	  

					
		 		 		 	Name:	 	  

		 		 		 		 	(print)
					
		 		 		 	Title: