Common use of Settlement Negotiations Clause in Contracts

Settlement Negotiations. 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 (as defined below) sent a written settlement 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 counter-proposal including a response to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020, the Parties participated in a mediation to discuss a possible resolution of the Derivative Action before the Mediator. The Parties did not arrive at a resolution during the mediation, however, they subsequently continued the settlement negotiations through numerous telephonic and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed to the consideration of the settlement of the Derivative Action, which consists of 1 The Xxxxxxx Action, Xxxxx Action, and the De La Fuente Action are collectively referred to herein as the “Derivative Action.” certain corporate governance reforms that the Company agreed to adopt, which are fully set forth in Exhibit A attached hereto (the “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 Corporate Governance Reforms, the Parties negotiated at arm’s-length the attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. On June 8, 2020, the Parties agreed to 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 for their attorneys’ fees and expenses (the “Fee and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company and its stockholders by the Corporate Governance Reforms as a result of the Settlement. The Board, in exercising its business judgment, approved the Settlement and each of its terms, as set forth in this Stipulation, as in the best interest of Impinj.

Settlement Negotiations. In or about May 2020, the Parties agreed to a private mediation session before nationally-nationally- regarded mediator Xxxxxxxx Xxxxxxx, Esq. of Xxxxxxxx ADR (the “Mediator”). In anticipation of the mediation, Plaintiffs’ Counsel (as defined below) sent a written settlement 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 counter-counter- proposal including a response to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020, the Parties participated in a mediation to discuss a possible resolution of the Derivative Action before the Mediator. The Parties did not arrive at a resolution during the mediation, however, they subsequently continued the settlement negotiations through numerous telephonic and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed to the consideration of the settlement of the Derivative Action, which consists of 1 The Xxxxxxx Action, Xxxxx Action, and the De La Fuente Action are collectively referred to herein as the “Derivative Action.” certain corporate governance reforms that the Company agreed to adopt, which are fully set forth in Exhibit A attached hereto (the “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 Corporate Governance Reforms, the Parties negotiated at arm’s-length the attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. On June 8, 2020, the Parties agreed to 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 for their attorneys’ fees and expenses (the “Fee and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company and its stockholders by the Corporate Governance Reforms as a result of the Settlement. The Board, in exercising its business judgment, approved the Settlement and each of its terms, as set forth in this Stipulation, as in the best interest of Impinj.

Settlement Negotiations. In or about May 20201.14. Throughout the pendency of the Actions, the Parties agreed have engaged in extensive, contested litigation. Before entering into this Settlement, the Parties in the Elgindy Action engaged in extensive fact discovery for over two years, with much of the discovery elicited in the Elgindy Action providing information that informed Plaintiffs and their counsel as to a private the strengths and weaknesses in both cases. 1.15. The Parties also engaged in extensive settlement discussions before reaching this Settlement. On June 14, 2022, the Parties attended their first mediation session before nationally-regarded mediator Xxxxxxxx XxxxxxxXxxxxx Xxx, Esq. of Xxxxxxxx ADR (the “Mediator”). In anticipation a member of the mediationnationally recognized mediation firm of Upchurch, PlaintiffsWatson, White & Max, where they commenced discussions relating to a potential consolidated settlement of the two Actions. The parties engaged in a second all-day mediation session on September 6, 2022. A framework and certain of the material terms were reached at a third all-day session on September 21, 2022. Between each of these in-person mediation sessions, diligent efforts to try to reach a resolution of the Actions, including with the assistance of Mr. Max, continued. 1.16. Plaintiffs and Class Counsel have extensively investigated the facts and law relating to the class claims and Defendants’ defenses in each of the Actions. While Plaintiffs and Class Counsel (believe the class claims in the Actions are meritorious, they also recognize and acknowledge the expense and length of continued proceedings necessary to prosecute the Consolidated Action and the Actions against Defendants through trial and through appeals. Plaintiffs and Class Counsel also have taken into account the uncertain outcome and risk of any litigation, especially in complex actions such as defined below) sent a written settlement demand that included an extensive corporate governance reforms proposal this Consolidated Action and the Actions, as well as the difficulties and delays inherent in such litigation. Plaintiffs and Class Counsel also considered complexities, weaknesses, and possible defenses to the claims asserted in the Consolidated Action and in the Actions, including but not limited to Defendants’ arguments that: there is no law, statute or regulation in California or Washington that expressly prohibits the bundling of insurance and non-insurance assistance services; regulators in the applicable regulatory schemes approved Defendants’ rates and forms after being informed that the products included bundled assistance services; the California Department of Insurance informed Defendants on multiple occasions that the Travel and/or Event Protection Plans they sold in California were not subject to various filing and rate-approval requirements set forth in California laws and regulations; Defendants provided disclosures to consumers in conjunction with their purchases (and the disclosures evolved throughout the Class Periods); there is evidence of customer satisfaction with assistance services contained within Defendants’ records; and there is a longstanding industry-wide practice of bundling of insurance and non-insurance services. Plaintiffs and Class Counsel (also recognize there are limited legal precedents regarding their theories that the Assistance Fees should be deemed unlawful agent’s fees, unlawful premium, or an unfair practice in the transaction of insurance, and that it is also unclear how a court would resolve significant disputes regarding the proper model of restitution in these circumstances. With all of these factors in mind, Plaintiffs and Class Counsel are confident that the Settlement is fair, reasonable, adequate, and in the best interests of the Settlement Class. 1.17. The Defendants deny all of the claims and contentions in the Consolidated Action and each Defendant denies all claims and contentions as defined belowto each Action filed against each Defendant, any wrongdoing, any liability to the Plaintiff(s) on May 19that sued the Defendants or any Settlement Class Member, 2020including any alleged wrongdoing or liability arising out of or relating to any of the conduct, statements, acts, or omissions alleged in the Consolidated Action or in the Action(s) filed against each Defendant. On May 27Each Defendant believes there are meritorious defenses and legal challenges to the claims asserted by the Plaintiff(s) that sued each Defendant, 2020, Defendants sent both in regard to Plaintiffs’ Counsel certification as a written settlement counter-proposal litigation class and their underlying merits including a response but not limited to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020the codification of industry practices of bundling in the Travel Insurance Model Act drafted by the National Association of Insurance Commissioners, the Parties participated approval of filings with applicable regulators advising of bundled products, the changes in a mediation to discuss a possible resolution customer disclosures and information available at the point of sale, and the Derivative individualized knowledge and experience of consumers purchasing the Travel and Event Protection Products, among other factors. Each Defendant further denies that they committed any wrongful act or violated any law or duty alleged in the Consolidated Action before or in the MediatorAction(s) against the Defendant, and contend that they acted in full compliance with the law in connection with Plaintiff and the Settlement Class. The Parties did not arrive at a resolution during Taking into account the mediationcosts, burden, and uncertainty inherent in any litigation, however, they subsequently continued the settlement negotiations through numerous telephonic each Defendant has concluded that it is desirable and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed to the consideration of the settlement of the Derivative Action, which consists of 1 The Xxxxxxx Action, Xxxxx Action, and the De La Fuente Action are collectively referred to herein as the “Derivative Action.” certain corporate governance reforms beneficial that the Company agreed to adopt, which are Consolidated Action be fully set forth and finally settled and terminated in Exhibit A attached hereto (the “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 manner 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 Corporate Governance Reforms, the Parties negotiated at arm’s-length the attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. On June 8, 2020, the Parties agreed to 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 for their attorneys’ fees and expenses (the “Fee and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company terms and its stockholders by the Corporate Governance Reforms as a result of the Settlement. The Board, in exercising its business judgment, approved the Settlement and each of its terms, as conditions set forth in this StipulationAgreement. 1.18. Without any admission or concession on the part of the Plaintiffs as to the lack of merit of the Consolidated Action or the Actions whatsoever and without any admission or concession of liability or wrongdoing or the lack of merit of any defense whatsoever, by any of the Defendants, it is hereby stipulated and agreed by the undersigned, on behalf of Plaintiffs and the Settlement Class, and Defendants, that the Consolidated Action be settled, compromised, released, and dismissed on the merits and with prejudice, subject to the Court’s approval as in required by Rule 23 of the best interest Federal Rules of Impinj.Civil Procedure on the following terms and conditions:

Settlement Negotiations. In or about May 20201.20. Throughout the pendency of the Actions, the Parties agreed to a private mediation session before nationally-regarded mediator Xxxxxxxx Xxxxxxxhave zealously litigated their positions. Before entering into this Settlement, Esq. of Xxxxxxxx ADR (the “Mediator”). In anticipation Parties in the Xxxxxx Action engaged in extensive fact discovery, with much of the mediationdiscovery elicited in the Xxxxxx Action providing information that informed Plaintiffs and their counsel as to the strengths and weaknesses of the claims in the Actions. 1.21. The Parties also engaged in lengthy settlement discussions before reaching this Settlement. On February 27, Plaintiffs2023, the parties participated in an in-person mediation with Xxxxxx X. Xxxxx of JAMS. On July 28, 2023, the parties participated in a second mediation by video conference with Xxx. Xxx X. Gandhi (Xxx.) of JAMS. A framework and certain of the material terms were reached on December 7, 2023, after a third mediation effort facilitated by mediator Xxxxxx X. Xxxxx over multiple days. 1.22. Plaintiffs and Class Counsel have thoroughly investigated the facts and law relating to the class claims and Defendants’ defenses in each of the Actions. While Plaintiffs and Class Counsel (believe the class claims in the Actions are meritorious, they also recognize and acknowledge the expense and length of continued proceedings necessary to prosecute the Consolidated Action and the Actions against Defendants through trial and through appeals. Plaintiffs and Class Counsel also have taken into account the uncertain outcome and risk of any litigation, especially in complex actions such as defined below) sent a written settlement demand that included an extensive corporate governance reforms proposal this Consolidated Action and the Actions, as well as the difficulties and delays inherent in such litigation. Plaintiffs and Class Counsel also considered complexities, weaknesses, and possible defenses to the claims asserted in the Consolidated Action and in the Actions, including but not limited to Defendants’ arguments that: certain purchasers of the Travel Guard Plans are subject to arbitration agreements; there is no law, statute or regulation in California or Washington that expressly prohibits the bundling of insurance and non-insurance assistance services; regulators in the applicable regulatory schemes approved Defendants’ rates and forms after being informed that the products included bundled assistance services; courts should defer to the California Department of Insurance and the Washington State Office of the Insurance Commissioner under doctrines such as equitable abstention and primary jurisdiction; class certification cannot be maintained; Defendants provided disclosures to consumers in conjunction with their purchases; Defendants’ assistance services are distinct from their insurance coverage(s); there is evidence of customer satisfaction with assistance services contained within Defendants’ records; actuarial principles do not govern the pricing of assistance services and Plaintiffs cannot establish a reliable measure of damages or restitution; and there is a longstanding industry-wide practice of bundling of insurance and non-insurance services. Plaintiffs and Class Counsel (as defined below) on May 19dispute each of those arguments but recognize that each presents a risk that members of the Settlement Class would obtain no relief or only limited relief in the Actions. Plaintiffs and Class Counsel also recognize there are limited legal precedents regarding their theories that the Assistance Fees should be deemed unlawful agent’s fees, 2020unlawful premium, or an unfair practice in the transaction of insurance, and that it is also unclear how a court would resolve significant disputes regarding the proper model of restitution in these circumstances. On May 27With all of these factors in mind, 2020Plaintiffs and Class Counsel are confident that the Settlement is fair, reasonable, adequate, and in the best interests of the Settlement Class. 1.23. The Defendants sent to deny all of the Plaintiffs’ Counsel claims and theories in the Actions and the Consolidated Action and each Defendant denies any wrongdoing, any liability to the Plaintiff(s) that sued the Defendants or any Settlement Class Member, including any alleged wrongdoing or liability arising out of or relating to any of the conduct, statements, acts, or omissions alleged in the Consolidated Action or in the Action(s) filed against each Defendant. Each Defendant believes there are meritorious defenses and legal challenges to the claims asserted by the Plaintiffs that sued each Defendant, both in regard to certification as a written settlement counter-proposal litigation class and their underlying merits including a response but not limited to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020the codification of industry practices of bundling in the Travel Insurance Model Act drafted by the National Association of Insurance Commissioners, the Parties participated approval of filings with applicable regulators advising of bundled products, the disclosures and information available to customers at the point of sale and thereafter, and the individualized knowledge and experience of consumers purchasing the Travel Guard Plans, among other factors. Each Defendant further denies that it committed any wrongful act or violated any law or duty alleged in a mediation to discuss a possible resolution of the Derivative Consolidated Action before or in the MediatorAction(s) against the Defendant, and contends that it acted in full compliance with the law in connection with each Plaintiff and the Settlement Class. The Parties did not arrive at a resolution during Taking into account the mediationcosts, burden, and uncertainty inherent in any litigation, however, they subsequently continued the settlement negotiations through numerous telephonic each Defendant has concluded that it is desirable and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed to the consideration of the settlement of the Derivative Action, which consists of 1 The Xxxxxxx Action, Xxxxx Action, and the De La Fuente Action are collectively referred to herein as the “Derivative Action.” certain corporate governance reforms beneficial that the Company agreed to adopt, which are Actions and Consolidated Action be fully set forth and finally settled and terminated in Exhibit A attached hereto (the “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 manner 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 Corporate Governance Reforms, the Parties negotiated at arm’s-length the attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. On June 8, 2020, the Parties agreed to 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 for their attorneys’ fees and expenses (the “Fee and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company terms and its stockholders by the Corporate Governance Reforms as a result of the Settlement. The Board, in exercising its business judgment, approved the Settlement and each of its terms, as conditions set forth in this StipulationAgreement. 1.24. Without any admission or concession on the part of the Plaintiffs as to the lack of merit of the Consolidated Action or the Actions whatsoever and without any admission or concession of liability or wrongdoing or the lack of merit of any defense whatsoever, by any of the Defendants, it is hereby stipulated and agreed by the undersigned, on behalf of Plaintiffs and the Settlement Class, and Defendants, that the Consolidated Action be settled, compromised, released, and dismissed on the merits and with prejudice, subject to the Court’s approval as in required by Rule 23 of the best interest Federal Rules of Impinj.Civil Procedure on the following terms and conditions: