Third Amendment to Third Amended and Restated Loan and Security Agreement, by and between the registrant and Silicon Valley Bank, dated April 26, 2019

Exhibit 10.1

THIRD AMENDMENT

TO

THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDMENT to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 26th day of April, 2019, by and between SILICON VALLEY BANK (“Bank”) and IMPINJ, INC., a Delaware corporation (“Borrower”), whose address is 400 Fairview Ave. N. Suite 1200, Seattle, WA 98109.

RECITALS

A.Bank and Borrower have entered into that certain Third Amended and Restated Loan and Security Agreement dated as of April 24, 2017, as amended by that certain First Amendment to Third Amended and Restated Loan and Security Agreement dated as of March 5, 2018 and that certain Second Amendment to Third Amended and Restated Loan and Security Agreement dated as of August 17, 2018 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B.Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C.Bank and Borrower have agreed to amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2.Amendments to Loan Agreement.

2.1Section 2.1.2 (Term Loan). Section 2.1.2 of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“2.1.2Term Loan.

(a)Availability. On the Third Amendment Effective Date, or as soon thereafter as all conditions precedent to the making thereof have been met, Bank shall make a term loan to Borrower in an aggregate principal amount equal to Twenty Three Million Five Hundred Thousand Dollars ($23,500,000) (the “Term Loan”), the proceeds of which shall be used to refinance all Indebtedness owing from Borrower to Bank outstanding as of the Third Amendment Effective Date (excluding Indebtedness under the Revolving Line and with respect to Bank Services), for working capital and to fund its general business requirements. For the avoidance of doubt, in connection with the making of the Term Loan, Bank hereby waives the Equipment Advance Prepayment Fee and the Term Loan Prepayment Fee (as such terms were defined prior to the Third Amendment Effective Date).

(b)Repayment. No principal payments with respect to the Term Loan shall be required from the Third Amendment Effective Date through April 30, 2020 (the “Interest-Only Period”), provided that accrued and unpaid interest shall be due and payable in accordance with Section 2.3(a) hereof. Any amount of the Term Loan outstanding on April 30, 2020, shall be payable in (i) thirty-six (36) consecutive equal monthly installments of principal, plus (ii) monthly payments of accrued interest (each a “Term Loan Payment”), beginning on May 1, 2020, and continuing on the first day of each month thereafter through the Term Loan Maturity Date. Borrower’s final Term Loan Payment, due on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loan. Once repaid, the Term Loan may not be reborrowed.

(c)Prepayment.

(i)Mandatory Prepayment Upon an Acceleration. If the Term Loan is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (a) all outstanding principal with respect to the Term Loan, plus accrued and unpaid interest thereon, (b) the Term Loan Prepayment Fee, and (c) all other sums, including Bank Expenses, if any, that shall have become due and payable hereunder in connection with the Term Loan.

(ii)Voluntary Prepayment. So long as an Event of Default has not occurred and is not continuing, Borrower shall have the option to prepay all, but not less than all, of the Term Loan, provided Borrower (a) delivers written notice to Bank of its election to prepay the Term Loan at least ten (10) days prior to such prepayment, and (b) pays, on the date of such prepayment (i) all outstanding principal with respect to the Term Loan, plus accrued and unpaid interest thereon, (ii) the Term Loan Prepayment Fee, and (iii) all other sums, including Bank Expenses, if any, that shall have become due and payable hereunder in connection with the Term Loan.”

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2.2Section 2.1.3 (Equipment Advance). Section 2.1.3 of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“2.1.3Intentionally Omitted.”

2.3Section 2.4 (Fees). Section 2.4(c) of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“(c)Intentionally Omitted;

2.4Section 5.10 (Use of Proceeds). Section 5.10 of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“5.10Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and for general corporate purposes and not for personal, family, household or agricultural purposes.”

2.5Section 6.7 (Financial Covenants). Section 6.7(a) of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“(a)Adjusted EBITDA Loss. Adjusted EBITDA loss, measured on a trailing twelve (12) month basis as of the last day of each calendar quarter, of not greater than the following amounts for the relevant measuring periods:

2.6Section 8.1 (Payment Default). Section 8.1 of the Loan Agreement hereby is amended and restated in its entirety and replaced with the following:

“8.1Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date or the Term Loan Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (a) or (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period).”

2.7Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 hereby are added or amended and restated in their entirety and replaced with the following, as appropriate:

“Adjusted EBITDA” means (a) Net Income, plus (b) Interest Expense, plus (c) to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense, plus (e) non-cash impairment charges and non-cash stock compensation expense, plus (f) one-time, non-recurring expenses approved in writing by Bank in its sole discretion in an amount not to exceed Five Million Dollars ($5,000,000) during any trailing twelve (12) month period.

“Credit Extension” is any Advance, the Term Loan, Letter of Credit or any other extension of credit by Bank for Borrower’s benefit.

“Interest Expense” means for any fiscal period, net interest expense (whether cash or non-cash) determined in accordance with GAAP for the relevant period ending on such date, including, in any event, interest expense with respect to any Credit Extension and other Indebtedness of Borrower and its Subsidiaries, including, without limitation or duplication, all commissions, discounts, or related amortization and other fees and charges with respect to letters of credit and bankers’ acceptance financing and the net costs associated with interest rate swap, cap, and similar arrangements, and the interest portion of any deferred payment obligation (including leases of all types).

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“LIBOR Rate Margin” is (a) with respect to Advances, (i) if Borrower’s trailing twelve (12) month Adjusted EBITDA is greater than or equal to Zero Dollars ($0.00), two and three quarters percentage points (2.75%) and (ii) in all other cases, three and one quarter percentage points (3.25%) and (b) with respect to the Term Loan, (i) if Borrower’s trailing twelve (12) month Adjusted EBITDA is greater than or equal to Zero Dollars ($0.00), three percentage points (3.00%) and (ii) in all other cases, three and one half percentage points (3.50%).

“Liquidity Threshold” means Fifty Five Million Dollars ($55,000,000).

“Prime Rate Margin” is (a) with respect to Advances, (i) if Borrower’s trailing twelve (12) month Adjusted EBITDA is greater than or equal to Zero Dollars ($0.00), zero percentage points (0.00%) and (ii) in all other cases, one half of one percentage point (0.50%) and (b) with respect to the Term Loan, (i) if Borrower’s trailing twelve (12) month Adjusted EBITDA is greater than or equal to Zero Dollars ($0.00), one quarter of one percentage point (0.25%) and (ii) in all other cases, three quarters of one percentage point (0.75%).

“Revolving Line Maturity Date” is May 1, 2021.

“Term Loan Maturity Date” is April 1, 2023.

“Term Loan Prepayment Fee” means a fee equal to (i) two percent (2.00%) of the principal amount of the Term Loan prepaid if the prepayment is on or prior to the first anniversary of the Third Amendment Effective Date and (ii) one percent (1.00%) of the principal amount of the Term Loan prepaid if the prepayment is after the first anniversary of the Third Amendment Effective Date but on or prior to the second anniversary of the Third Amendment Effective Date.

“Third Amendment Effective Date” is April 26, 2019.

2.8Section 13 (Definitions). Subsection (b) of the defined term “Permitted Indebtedness” set forth in Section 13.1 hereby is amended and restated in its entirety and replaced with the following:

“(b)Indebtedness existing on the Third Amendment Effective Date and shown on the Perfection Certificate;”

2.9Subsection (a) of the defined term “Permitted Liens” set forth in Section 13.1 hereby is amended and restated in its entirety and replaced with the following:

“(a)Liens existing on the Third Amendment Effective Date and shown on the Perfection Certificate or arising under this Agreement or the other Loan Documents;”

2.10Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 hereby are deleted in their entirety:

“Eligible Equipment,” “Equipment Advance,” “Equipment Advance Prepayment Fee,” “Equipment Maturity Date,” “Financed Equipment.”

2.11Exhibit D to the Loan Agreement is hereby replaced with Exhibit D attached hereto.

3.Limitation of Amendments.

3.1The amendments set forth in Section 2 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4.Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

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4.3The organizational documents of Borrower delivered to Bank on the Effective Date or thereafter remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

4.5The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any material contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

4.6The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and

4.7This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5.Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

6.Ratification of Perfection Certificate. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated on or about the date hereof (the “Updated Perfection Certificate”) and acknowledges, confirms and agrees that the disclosures and information Borrower provided to Bank in such Updated Perfection Certificate have not changed in any material respect, as of the date hereof. All references in the Loan Agreement and the Loan Documents to “Perfection Certificate” shall hereinafter be deemed to be a reference to the Updated Perfection Certificate.

7.Effectiveness. This Amendment shall be deemed effective upon (i) the due execution and delivery to Bank of this Amendment by each party hereto, (ii) the due execution and delivery to Bank of updated Borrowing Resolutions in the form attached hereto and (iii) Borrower’s payment to Bank of (a) a fee with respect to the Revolving Line equal to Thirty Three Thousand Eight Hundred Fifty Five Dollars ($33,855), (b) a fee with respect to the Term Loan equal to Twenty Two Thousand Two Hundred Ninety Two Dollars ($22,292), and (c) all Bank Expenses incurred through the date of this Amendment.

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In WITNESS WHEREOF, the parties hereto caused this Amendment to be duly executed and delivered as o\f the date first written above,

[Signature Page to Third Amendment to Third Amended and Restated Loan and Security Agreement]

EXHIBIT D

COMPLIANCE CERTIFICATE

The undersigned authorized officer of Impinj, Inc. (“Borrower”) certifies that under the terms and conditions of the Third Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”):

(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

* Applicable only when Borrower’s Bank Liquidity is less than the Liquidity Threshold

The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)

Schedule 1 to Compliance Certificate

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated: ____________________

I.Adjusted EBITDA Loss (Section 6.7(a))*

Required:Adjusted EBITDA Loss, measured quarterly on a trailing twelve (12) month basis, of not greater

than the amounts set forth in Section 6.7(a) of the Loan Agreement

Actual:

Is line C greater than or equal to the required amount set forth in Section 6.7(a) as of the end of the calendar quarter?

No, not in compliance Yes, in compliance

* Applicable only when Borrower’s Bank Liquidity is less than the Liquidity Threshold

IILiquidity Ratio (Section 6.7(b))*

Required:A ratio, measured quarterly, of (I) unrestricted cash at Bank or Bank’s Affiliates (subject to a Control Agreement) plus net Accounts receivable, to (II) all Indebtedness (excluding Indebtedness owed to Bank from credit cards but including outstanding letters of credit) owing from Borrower to Bank of not less than 1.50 to 1.00.

Actual (quarter end):

Is line F greater than or equal to the ratio required above as of the end of the quarter?

No, not in compliance Yes, in compliance

* Applicable only when Borrower’s Bank Liquidity is less than the Liquidity Threshold

CORPORATE BORROWING CERTIFICATE

I hereby certify as follows, as of the date set forth above:

1.I am the Secretary, Assistant Secretary or other officer of the Borrower. My title is as set forth below.

2.Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware.

3.Attached hereto are true, correct and complete copies of Borrower’s Certificate of Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above. Such Certificate of Incorporation have not been amended, annulled, rescinded, revoked or supplemented, and remain in full force and effect as of the date hereof.

4.The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and Bank may rely on them until Bank receives written notice of revocation from Borrower.

RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower:

RESOLVED FURTHER, that any one of the persons designated above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower.

RESOLVED FURTHER, that such individuals may, on behalf of Borrower:

Borrow Money. Borrow money from Bank.

Execute Loan Documents. Execute any loan documents Bank requires.

Grant Security. Grant Bank a security interest in any of Borrower’s assets.

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an interest and receive cash or otherwise use the proceeds.

Letters of Credit. Apply for letters of credit from Bank.

Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effectuate such resolutions.

RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified.

5.The persons listed above are Borrower’s officers or employees with their titles and signatures shown next to their names.

*** If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate must also be signed by a second authorized officer or director of Borrower.

I, the                                             of Borrower, hereby certify as to paragraphs 1 through 5 above, as [print title] of the date set forth above.