PI Impinj Inc

•

The Company will increase the size of its Board of Directors (the “ Board ”) to seven and appoint Daniel Gibson, Chief Investment Officer of Sylebra Capital Management, (the “ Designee ”) as a Class II director with a term expiring at the Company’s 2018 Annual Meeting of Stockholders (the “ 2018 Meeting ”).

•

The Board shall, in connection with the 2018 Meeting, nominate the Designee to stand for election with other Class II directors of the Board.

•

The Designee will be entitled to the same director benefits as other members of the Board, including (a) compensation for his service as a director and reimbursement for his expenses on the same basis as all other non-employee directors of Company; (b) equity-based compensation contemplated by the Company’s Director Compensation Policy; and (c) the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company as such rights may exist from time to time.

•

The Sylebra Group will abide by certain customary standstill provisions lasting from the date of the Agreement until termination of the Agreement (which cannot occur until after the Designee resigns from the Board) (the “ Restricted Period ”). During the Restricted Period, no member of the Sylebra Group will, and Sylebra will cause the Representatives of each member of the Sylebra Group not to, in any way, directly or indirectly without the prior consent of the Board:

(a)

Solicit proxies or become a participant in a solicitation at any annual or special meeting of stockholders of the Company, or seek to influence any Person with respect to voting or disposition of any Voting Securities (as defined in the Agreement);

(b)

initiate, propose or otherwise solicit the Company’s stockholders to approve any shareholder proposal or cause or encourage any Person to initiate or submit any shareholder proposal;

(c)

(i) seek, alone or in concert with others, election or appointment to, or representation on, the Board; (ii) nominate or propose the nomination of, or recommend the nomination of, or encourage any Person to nominate or propose the nomination of or recommend the nomination of, any candidate to the Board; or (iii) seek, alone or in concert with others, or encourage any Person to seek, the removal of any member of the Board;

(d)

other than solely with other members of the Sylebra Group with respect to Voting Securities now or subsequently owned by them, form, join, encourage, influence, advise or participate in a partnership, limited partnership, syndicate or other group, with respect to any Voting Securities, or deposit any Voting Securities into, or subject any Voting Securities to, a voting trust, arrangement or agreement;

(e)

make any unsolicited offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalizations, restructuring, disposition or other business combination involving any member of the Sylebra Group and Company; or (ii) solicit a third party to, on an unsolicited basis, make an offer or proposal (with or without conditions) with respect to any merger, acquisition,

recapitalization, restructuring, disposition or other business combination involving Company , or publicly encourage, init iate or support any third party in making such an unsolicited offer or proposal ; or

(f)

other than with other any member of the Sylebra Group, enter into any agreements, understandings or arrangements with, or advise, finance, assist or encourage, any Person in connection with any of the foregoing.