Common use of Procedural Background Clause in Contracts

Procedural Background. On October 26, 2018, Plaintiff Xxxxxxx filed a Verified Shareholder Derivative Complaint, on behalf of Impinj, against the Individual Defendants asserting violations of Section 14(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 14a-9 promulgated thereunder, breach of fiduciary duty, and unjust enrichment (the “Xxxxxxx Action”). On October 28, 2018, Plaintiff Xxxxx filed a Verified Shareholder Derivative Complaint, on behalf of Impinj, against the Individual Defendants asserting violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, breach of fiduciary duty, and unjust enrichment (the “Xxxxx Action”). On November 8, 2018, Plaintiffs de xx Xxxxxx and Xxxxxxx filed a Verified Stockholder Derivative Complaint asserting breach of fiduciary duties, insider selling and misappropriation of information, unjust enrichment, and violations of Section 14(a) of the Exchange Act and Rule 14a- 9 promulgated thereunder (the “De La Fuente Action”).1 On December 26, 2018, the parties in the Derivative Action filed a Joint Stipulation and [Proposed] Order Consolidating Related Shareholder Derivative Actions and Establishing a 1 The Xxxxxxx Action, Xxxxx Action, and the De La Fuente Action are collectively referred to herein as the “Derivative Action.” Leadership Structure. On January 2, 2019, the Court granted the stipulation, which: (i) consolidated the Derivative Action; and (ii) appointed Fotouhi’s and Xxxxx’x counsel, The Xxxxx Law Firm, P.A. and The Brown Law Firm, P.C. as Co-Lead Counsel and Xxxxxx LLP as Liaison Counsel. On January 25, 2019, the Parties filed a Joint Stipulation and [Proposed] Order Staying Action, which the Court granted on January 28, 2019, and which stayed the Derivative Action until the resolution of a related securities class action, In re Impinj, Inc. Securities Litigation, Case No. 3:18-cv-05704 pending in the U.S. District Court for the Western District of Washington (the “Securities Class Action”). On January 30, 2019, the Court administratively closed the Derivative Action.

Procedural Background. On October 26July 19, 20182016, Plaintiff Xxxxxxx sent a pre-suit demand letter to Northwest’s Board, which at the time was composed of the Individual Defendants, Xxxxx X. Xxxx, and non-party Xxxxxx Xxxxx Xxxxx. On November 28, 2016, Plaintiff filed a Verified Shareholder Derivative Complaint, Complaint in the Action on behalf of Impinj, Northwest in this Court. Plaintiff asserted claims against the Individual Defendants asserting violations of Section 14(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 14a-9 promulgated thereunder, breach of fiduciary duty, and unjust enrichment (the “Xxxxxxx Action”). On October 28, 2018, Plaintiff former Northwest director Xxxxx filed a Verified Shareholder Derivative Complaint, on behalf of Impinj, against the Individual Defendants asserting violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, breach of fiduciary duty, and unjust enrichment (the “Xxxxx Action”). On November 8, 2018, Plaintiffs de xx Xxxxxx and Xxxxxxx filed a Verified Stockholder Derivative Complaint asserting X. Xxxx for alleged breach of fiduciary duties, insider selling abuse of control, gross mismanagement, and misappropriation of information, unjust enrichment, and violations also asserted claims against the Toucan Entities, Cognate, and Defendant Powers for alleged breach of Section 14(a) fiduciary duty as controlling shareholders and unjust enrichment. Plaintiff additionally asserted claims against the Toucan Entities and Cognate for alleged aiding and abetting. The Defendants accepted service of process, with the Exchange Act and Rule 14a- 9 promulgated thereunder (the “De La Fuente Action”).1 exception of Xx. Xxxx, whom Plaintiff did not serve. On December 2621, 20182016, the parties in the Derivative Action Defendants filed a Joint Stipulation and [Proposed] Order Consolidating Related Shareholder Derivative Actions and Establishing a 1 The Xxxxxxx Action, Xxxxx Action, and the De La Fuente Action are collectively referred an Unopposed Motion for Extension of Time to herein as the “Derivative Action.” Leadership Structure. On January 2, 2019, the Court granted the stipulation, which: (i) consolidated the Derivative Action; and (ii) appointed Fotouhi’s and Xxxxx’x counsel, The Xxxxx Law Firm, P.A. and The Brown Law Firm, P.C. as Co-Lead Counsel and Xxxxxx LLP as Liaison Counsel. On January 25, 2019, the Parties filed a Joint Stipulation and [Proposed] Order Staying ActionFile Answer or Responsive Pleading, which the Court granted on January 3, 2017. On February 13, 2017, the Individual Defendants, the Toucan Entities, and Cognate, respectively, filed separate motions to dismiss the Verified Shareholder Derivative Complaint. On March 1, 2017, Plaintiff filed a Verified Amended Shareholder Derivative Complaint in the Action. On March 10, 2017, the Settling Parties filed a Joint Motion to Extend Time Requirements so that Defendants could extend time for briefing a response to the Verified Amended Shareholder Derivative Complaint, which was granted by the Court on March 17, 2017. On April 11, 2017, Plaintiff sent interrogatories and requests for production of documents to Defendants, and filed a Notice of Service of Discovery Materials with the Court. On April 17, 2017, the Individual Defendants, the Toucan Entities, and Cognate, respectively, filed separate motions to dismiss the Verified Amended Shareholder Derivative Complaint. On April 21, 2017, the Defendants filed Defendant’s Motion for Protective Order Staying Discovery Pending Dispositive Motions, moving to stay all discovery until the motions to dismiss were decided. Following Plaintiff’s withdrawal of the discovery requests that were the subject of Defendants’ April 21, 2017 Motion for Protective Order Staying Discovery Pending Dispositive Motions, on April 28, 20192017, and which stayed the Derivative Action until the resolution of Defendants filed a related securities class actionLine Withdrawing Motion to Stay Discovery, In re Impinj, Inc. Securities Litigation, Case No. 3:18-cv-05704 pending in the U.S. District Court for the Western District of Washington (the “Securities Class Action”)requesting that their motion be withdrawn without prejudice. On January 30May 5, 20192017, Plaintiff filed an Unopposed Motion for Extension to the deadlines for briefing the pending motions to dismiss, which the Court administratively closed granted on June 15, 2017. On July 3, 2017, Plaintiff filed an Unopposed Motion for a Second Extension to the Derivative Actiondeadlines for briefing the pending motions to dismiss, which the Court granted on July 26, 2017. On August 8, 2017, Plaintiff filed an Unopposed Motion to Stay Proceedings pending an Order on preliminary approval of the Settlement, which the Court granted on September 15, 2017.

Procedural Background. On October 26, 2018, Plaintiff Xxxxxxx filed a Verified Shareholder Derivative Complaint, on behalf of Impinj, against the Individual Defendants asserting violations of Section 14(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 14a-9 promulgated thereunder, breach of fiduciary duty, and unjust enrichment (the “Xxxxxxx Action”). On October 28, 2018, Plaintiff Xxxxx filed a Verified Shareholder Derivative Complaint, on behalf of Impinj, against the Individual Defendants asserting violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, breach of fiduciary duty, and unjust enrichment (the “Xxxxx Action”). On November 8, 2018, Plaintiffs de xx Xxxxxx la Fuente and Xxxxxxx filed a Verified Stockholder Derivative Complaint asserting breach of fiduciary duties, insider selling and misappropriation of information, unjust enrichment, and violations of Section 14(a) of the Exchange Act and Rule 14a- 9 promulgated thereunder (the “De La Fuente Action”).1 On December 26, 2018, the parties in the Derivative Action filed a Joint Stipulation and [Proposed] Order Consolidating Related Shareholder Derivative Actions and Establishing a 1 The Xxxxxxx Action, Xxxxx Action, and the De La Fuente Action are collectively referred to herein as the “Derivative Action.” Leadership Structure. On January 2, 2019, the Court granted the stipulation, which: (i) consolidated the Derivative Action; and (ii) appointed Fotouhi’s and Xxxxx’x counsel, The Xxxxx Law Firm, P.A. and The Brown Xxxxx Law Firm, P.C. as Co-Lead Counsel and Xxxxxx LLP as Liaison Counsel. On January 25, 2019, the Parties filed a Joint Stipulation and [Proposed] Order Staying Action, which the Court granted on January 28, 2019, and which stayed the Derivative Action until the resolution of a related securities class action, In re Impinj, Inc. Securities Litigation, Case No. 3:18-cv-05704 pending in the U.S. District Court for the Western District of Washington (the “Securities Class Action”). On January 30, 2019, the Court administratively closed the Derivative Action.

Procedural Background. On October 26May 5, 20182014 and May 7, Plaintiff Xxxxxxx 2014, two related and substantially similar shareholder derivative actions were separately filed a Verified Shareholder Derivative Complaint, by Plaintiffs on behalf of Impinj, Ixia against the Individual Defendants asserting violations of Section 14(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 14a-9 promulgated thereunder, breach of fiduciary duty, and unjust enrichment (the “Xxxxxxx Action”). On October 28, 2018, Plaintiff Xxxxx filed a Verified Shareholder Derivative Complaint, on behalf of Impinj, against the Individual Defendants asserting violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, breach of fiduciary duty, and unjust enrichment (the “Xxxxx Action”). On November 8, 2018, Plaintiffs de xx Xxxxxx and Xxxxxxx filed a Verified Stockholder Derivative Complaint asserting breach of fiduciary duties, insider selling and misappropriation of information, unjust enrichment, and violations of Section 14(a) of the Exchange Act and Rule 14a- 9 promulgated thereunder (the “De La Fuente Action”).1 On December 26, 2018, the parties in the Derivative Action filed a Joint Stipulation and [Proposed] Order Consolidating Related Shareholder Derivative Actions and Establishing a 1 The Xxxxxxx Action, Xxxxx Action, and the De La Fuente Action are collectively referred to herein as the “Derivative Action.” Leadership Structure. On January 2, 2019, the Court granted the stipulation, which: (i) consolidated the Derivative Action; and (ii) appointed Fotouhi’s and Xxxxx’x counsel, The Xxxxx Law Firm, P.A. and The Brown Law Firm, P.C. as Co-Lead Counsel and Xxxxxx LLP as Liaison Counsel. On January 25, 2019, the Parties filed a Joint Stipulation and [Proposed] Order Staying Action, which the Court granted on January 28, 2019, and which stayed the Derivative Action until the resolution of a related securities class action, In re Impinj, Inc. Securities Litigation, Case No. 3:18-cv-05704 pending in the U.S. District Court for the Western Central District of Washington California (the “Securities Class ActionCourt”). On January 30May 28, 20192014, the Court administratively closed consolidated those actions, appointed The Xxxxxx Law Firm, P.C. and Xxxxxxx Topaz Xxxxxxx & Check, LLP as Co-Lead Counsel for Plaintiffs, and appointed Plaintiffs Erie and Xxxxxx as Co-Lead Plaintiffs (the “Consolidation Order”) in the consolidated Action. On September 2, 2014, Plaintiffs filed a verified consolidated derivative complaint. On October 15, 2014, the Company filed a motion to dismiss the verified consolidated derivative complaint based on Plaintiffs’ failure to (i) make a prelitigation demand upon the Company’s Board and (ii) plead sufficient facts to show that such a demand would have been futile. On October 15, 2014, the Individual Defendants with the exception of Xxxxxx also filed a motion to dismiss the verified consolidated derivative complaint for failure to state a claim and filed a joinder with respect to the Company’s motion to dismiss. On the same day, Xxxxxx filed joinders with respect to both motions to dismiss. Following the Defendants’ filing of the motions to dismiss, pursuant to further stipulations of the parties and order of the Court (the “Scheduling Order”), Plaintiffs subsequently filed a Verified Consolidated Amended Shareholder Derivative Complaint (the “Complaint”) on January 26, 2015. The Complaint asserted nine counts on behalf of Ixia against the Individual Defendants: six separate counts for breach of fiduciary duty, two separate counts for restitution, and one count for violations of California Corporations Code Sections 25402 and 25502.5. Pursuant to the Scheduling Order, Defendants filed motions to dismiss the Complaint on March 2, 2015. In April 2015, Plaintiffs and Defendants agreed to explore a potential resolution of the Action by participating in an in-person mediation (“Mediation”) to be held before the Xxxxxxxxx Xxxx X. Xxxxxxxx, U.S. District Judge (Retired) (the “Mediator” or “Judge Xxxxxxxx”) in July 2015 in New York City. Accordingly, on April 24, 2015, the Court entered an order staying the Action pending the parties’ participation in the Mediation on July 23, 2015. On June 25, 2015 Plaintiffs and Defendants each submitted to the Mediator, and exchanged amongst each other, mediation statements in anticipation of the Mediation. On July 7, 2015, Plaintiffs submitted a settlement demand to Defendants. On July 21, 2015, Defendants submitted to Plaintiffs a written response to Plaintiffs’ settlement demand. During the week before the Mediation was held, counsel for Plaintiffs and Defendants each separately participated in pre-Mediation conference calls with Xxxxxx X. Xxxxxxxx, an experienced mediator who assisted Judge Xxxxxxxx with the Mediation. The parties to the Action thereafter attended and participated in the full-day Mediation in New York City on July 23, 2015. With the substantial assistance of the Mediator, at the conclusion of the Mediation, the Parties to the Action reached an agreement in principle regarding the terms required to settle the Action, and thereafter the Parties executed the Stipulation.