Common use of Settlement Negotiations Clause in Contracts

Settlement Negotiations. Plaintiff’s Counsel and Counsel for Northwest commenced settlement discussions on February 5, 2017, when Plaintiff’s Counsel sent to Defendants’ Counsel a settlement demand together with an extensive proposal of corporate governance reforms to be instituted by the Company. Since then, Plaintiff’s Counsel and Defendants’ Counsel have engaged in settlement negotiations via numerous calls and written proposals. After extensive negotiations, on June 1, 2017, an agreement-in-principle was reached regarding the essential, substantive terms of the settlement of the Action. In connection with settlement negotiations leading up to the agreement-in-principle, the Settling Parties did not negotiate the amount of any application by Plaintiff’s Counsel for attorneys’ fees and expense reimbursement. As part of the terms of the settlement, Northwest will agree to institute and maintain certain corporate governance reforms for the sooner of three (3) years from the time of their implementation as documented in the minutes of the Board, or the date on which Northwest shall have twenty-five (25) or fewer beneficial owners of its common stock. The corporate governance reforms are fully set forth in Exhibit A to the Stipulation. After agreeing to the foregoing essential, substantive terms on June 1, 2017, Plaintiff’s Counsel and Counsel for Northwest negotiated at arm’s length the amount of the application to be filed by Plaintiff’s Counsel for attorneys’ fees and reimbursement of expenses. As a result of these negotiations, the Settling Parties agreed that Plaintiff’s Counsel will apply to the Court for an award of $150,000 for their attorneys’ fees and expenses, and $2,000 as a service award to Plaintiff, and Defendants will not oppose or object to that application.

Settlement Negotiations. Plaintiff’s Counsel (as defined herein) and Counsel for Northwest commenced settlement discussions on February 5, 2017, when Plaintiff’s Counsel sent to Defendants’ Counsel a settlement demand together with an extensive a proposal of corporate governance reforms to be instituted by the Company. Since then, Plaintiff’s Counsel and Defendants’ Counsel for Northwest have engaged in settlement negotiations via numerous telephone calls and written proposals. After extensive negotiations, on June 1, 2017, an agreement-in-principle was reached regarding the essential, substantive terms of the settlement of the Action. In connection with settlement negotiations leading up to the agreement-in-principle, the Settling Parties did not negotiate the amount of any application by Plaintiff’s Counsel for attorneys’ fees and expense reimbursement. As set forth in more detail below, as part of the terms of the settlement, Northwest will agree to institute and maintain certain corporate governance reforms for the sooner of three (3) years from the time of their implementation as documented in the minutes of the Board, or the date on which Northwest shall have twenty-five (25) or fewer beneficial owners of its common stock. The corporate governance reforms are fully set forth in Exhibit A to the Stipulation. A. After agreeing to the foregoing essential, substantive terms on June 1, 2017, Plaintiff’s Counsel and Counsel for Northwest negotiated at arm’s length the amount of the application to be filed by Plaintiff’s Counsel for attorneys’ fees and reimbursement of expenses. As a result of these negotiations, the Settling Parties agreed that Plaintiff’s Counsel will apply to the Court for an award of $150,000 for their attorneys’ fees and expenses, and of $2,000 as a service award to Plaintiff, and Defendants will not oppose or object to that application.

Settlement Negotiations. Plaintiff’s In or about May 2020, the Parties agreed to a private mediation session before nationally-regarded mediator Xxxxxxxx Xxxxxxx, Esq. of Xxxxxxxx ADR (the “Mediator”). In anticipation of the mediation, Plaintiffs’ Counsel and Counsel for Northwest commenced (as defined below) sent a written settlement discussions on February 5, 2017, when Plaintiff’s Counsel sent demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement demand together with an extensive counter-proposal of including a response to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020, the Parties participated in a mediation to be instituted by discuss a possible resolution of the CompanyDerivative Action before the Mediator. Since thenThe Parties did not arrive at a resolution during the mediation, Plaintiff’s Counsel and Defendants’ Counsel have engaged in however, they subsequently continued the settlement negotiations via through numerous calls telephonic and written proposalscommunications with the Mediator’s assistance. After extensive negotiationsOn June 5, on June 12020, 2017, an agreement-in-principle was reached regarding the essential, substantive terms Parties agreed to the consideration of the settlement of the Derivative Action. In connection with settlement negotiations leading up , which consists of 1 The Xxxxxxx Action, Xxxxx Action, and the De La Fuente Action are collectively referred to herein as the agreement-in-principle, the Settling Parties did not negotiate the amount of any application by Plaintiff’s Counsel for attorneys’ fees and expense reimbursement. As part of the terms of the settlement, Northwest will agree to institute and maintain “Derivative Action.” certain corporate governance reforms for that the sooner of three (3) years from the time of their implementation as documented in the minutes of the BoardCompany agreed to adopt, or the date on which Northwest shall have twenty-five (25) or fewer beneficial owners of its common stock. The corporate governance reforms are fully set forth in Exhibit A to attached hereto (the Stipulation“Corporate Governance Reforms”). The Company agreed that the Corporate Governance Reforms shall remain in effect for no less than four (4) years. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. With substantial assistance from the Mediator, and only after agreeing to the foregoing essentialCorporate Governance Reforms, substantive terms on June 1, 2017, Plaintiff’s Counsel and Counsel for Northwest the Parties negotiated at arm’s arm’s-length the amount of the application to be filed by Plaintiff’s Counsel for attorneys’ fees and reimbursement of expensesexpenses to be paid to Plaintiffs’ Counsel. As a result of these negotiationsOn June 8, 2020, the Settling Parties agreed that Plaintiffto a Mediator’s proposal on the amount of attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. Defendants agreed to cause their insurer to pay nine hundred thousand dollars ($900,000) to Plaintiffs’ Counsel will apply to the Court for an award of $150,000 for their attorneys’ fees and expensesexpenses (the “Fee and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company and $2,000 its stockholders by the Corporate Governance Reforms as a service award to Plaintiffresult of the Settlement. The Board, in exercising its business judgment, approved the Settlement and Defendants will not oppose or object to that applicationeach of its terms, as set forth in this Stipulation, as in the best interest of Impinj.

Settlement Negotiations. Plaintiff’s In or about May 2020, the Parties agreed to a private mediation session before nationally- regarded mediator Xxxxxxxx Xxxxxxx, Esq. of Xxxxxxxx ADR (the “Mediator”). In anticipation of the mediation, Plaintiffs’ Counsel and Counsel for Northwest commenced (as defined below) sent a written settlement discussions on February 5, 2017, when Plaintiff’s Counsel sent demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement demand together with an extensive counter- proposal of including a response to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020, the Parties participated in a mediation to be instituted by discuss a possible resolution of the CompanyDerivative Action before the Mediator. Since thenThe Parties did not arrive at a resolution during the mediation, Plaintiff’s Counsel and Defendants’ Counsel have engaged in however, they subsequently continued the settlement negotiations via through numerous calls telephonic and written proposalscommunications with the Mediator’s assistance. After extensive negotiationsOn June 5, on June 12020, 2017, an agreement-in-principle was reached regarding the essential, substantive terms Parties agreed to the consideration of the settlement of the Derivative Action. In connection with settlement negotiations leading up to the agreement-in-principle, the Settling Parties did not negotiate the amount which consists of any application by Plaintiff’s Counsel for attorneys’ fees and expense reimbursement. As part of the terms of the settlement, Northwest will agree to institute and maintain certain corporate governance reforms for that the sooner of three (3) years from the time of their implementation as documented in the minutes of the BoardCompany agreed to adopt, or the date on which Northwest shall have twenty-five (25) or fewer beneficial owners of its common stock. The corporate governance reforms are fully set forth in Exhibit A to attached hereto (the Stipulation“Corporate Governance Reforms”). The Company agreed that the Corporate Governance Reforms shall remain in effect for no less than four (4) years. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. With substantial assistance from the Mediator, and only after agreeing to the foregoing essentialCorporate Governance Reforms, substantive terms on June 1, 2017, Plaintiff’s Counsel and Counsel for Northwest the Parties negotiated at arm’s arm’s-length the amount of the application to be filed by Plaintiff’s Counsel for attorneys’ fees and reimbursement of expensesexpenses to be paid to Plaintiffs’ Counsel. As a result of these negotiationsOn June 8, 2020, the Settling Parties agreed that Plaintiffto a Mediator’s proposal on the amount of attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. Defendants agreed to cause their insurer to pay nine hundred thousand dollars ($900,000) to Plaintiffs’ Counsel will apply to the Court for an award of $150,000 for their attorneys’ fees and expensesexpenses (the “Fee and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company and $2,000 its stockholders by the Corporate Governance Reforms as a service award to Plaintiffresult of the Settlement. The Board, in exercising its business judgment, approved the Settlement and Defendants will not oppose or object to that applicationeach of its terms, as set forth in this Stipulation, as in the best interest of Impinj.