Case No. 3:17-cv-00859-JD Stipulation Concerning Voluntary Dismissal and Counsel’s 

Anticipated Application For An Award of Attorneys’ Fees 

and Expenses

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ROSEMARY M. RIVAS (SBN 209147)

LEVI & KORSINSKY LLP 

44 Montgomery Street, Suite 650 

San Francisco, CA 94104 

Telephone: (415) 291-2420 

Facsimile: (415) 484-1294

Email: rrivas@zlk.com

Attorney for Plaintiff 

and the Proposed Class

[Additional Counsel listed on signature block.]

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

MARC NUZZO, on behalf of himself

and all others similarly situated, 

Plaintiff,

vs.

INVENSENSE, INC., BEHROOZ ABDI, 

AMIR FAINTUCH, USAMA FAYYAD, 

EMIKO HIGASHI, JON OLSON, AMIT 

SHAH, ERIC STANG, YUNBEI YU, TDK 

CORPORATION, and TDK SENSOR 

SOLUTIONS CORPORATION, 

Defendants.

Case No. 3:17-cv-00859-JD

STIPULATION CONCERNING 

PLAINTIFF’S VOLUNTARY 

DISMISSAL OF THE ABOVE 

ACTION AND PLAINTIFF’S 

COUNSEL’S ANTICIPATED 

APPLICATION FOR AN AWARD 

OF ATTORNEYS’ FEES AND 

EXPENSES

Hon. James Donato

Case 3:17-cv-00859-JD Document 16 Filed 05/24/17 Page 1 of 6
Case No. 3:17-cv-00859-JD

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Stipulation Concerning Voluntary Dismissal and Counsel’s 

Anticipated Application For An Award of Attorneys’ Fees 

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RECITALS

A. This action (the “Nuzzo Action”) is a purported shareholder class action alleging 

violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 Act and SEC 

Rule 14a-9 brought by Plaintiff Marc Nuzzo against defendants InvenSense, Inc. and members 

of InvenSense’s Board of Directors (collectively, the “InvenSense Defendants”), TDK 

Corporation and TDK Sensor Solutions Corporation (the “TDK Defendants”, collectively with 

the InvenSense Defendants, the “Defendants”). This action relates to a proposed transaction 

between InvenSense and the TDK Defendants pursuant to which InvenSense would be acquired 

by the TDK Defendants (the “Merger”).

B. The Defendants filed a Preliminary Proxy Statement on Schedule 14A on 

February 3, 2017, and a Definitive Proxy Statement on Schedule 14A on March 28, 2017 with 

the United States Securities and Exchange Commission (“SEC”) in connection with the 

Proposed Merger (the “Proxy Statements”). 

C. The Nuzzo Action is the first filed of six actions relating to the Proposed Merger 

pending in this Court; the other five actions are:

Marc Chicorel v. InvenSense, Inc., Behrooz Abdi, Amir Faintuch, Usama 

Fayyad, Emiko Higashi, Jon Olson, Amit Shah, Eric Stang and Yunbei Yu, Case

No. 4:17-cv-00901-HSG (N.D. Cal., filed Feb. 22, 2017) (“Chicorel Action”); 

David Dunham v. InvenSense, Inc., Behrooz Abdi, Amir Faintuch, Emiko 

Higashi, Jon Olson, Amit Shah, Eric Stang, Yunbei Yu, Usama Fayyad, TDK 

Corporation and TDK Sensor Solutions Corporation, Case No. 4:17-cv-00957-PJH 

(N.D. Cal., filed Feb. 24, 2017) (“Dunham Action”); 

Atef Isaac v. InvenSense, Inc., Behrooz Abdi, Amir Faintuch, Usama Fayyad, 

Emiko Higashi, Jon Olson, Amit Shah, Eric Stang and Yunbei “Ben” Yu, Case 

No. 4:17-cv-01014-JSW (N.D. Cal., filed Feb. 27, 2017) (“Isaac Action”); 

Amy Holzman v. InvenSense, Inc., Behrooz Abdi, Amir Faintuch, Usama 

Fayyad, Emiko Higashi, Jon Olson, Amit Shah, Eric Stang and Yunbei Yu, Case

No. 4:17-cv-01038-WHA (N.D. Cal., filed Feb. 28, 2017) (“Chicorel Action”); and

George F. Rollins v. InvenSense, Inc., Behrooz Abdi, Amir Faintuch, Emiko 

Higashi, Jon Olson, Amit Shah, Eric Stang, Yunbei “Ben” Yu, Usama Fayyad, TDK 

Corporation and TDK Sensor Solutions Corporation, Case No. 3:17-cv-01574-RS 

(N.D. Cal., filed Mar. 23, 2017) (“Rollins Action”).

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Stipulation Concerning Voluntary Dismissal and Counsel’s 

Anticipated Application For An Award of Attorneys’ Fees 

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D. Plaintiffs in the six actions alleged, on behalf of a putative class of InvenSense’s 

stockholders that the Proxy Statements omitted certain material information relating to the 

Merger in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. Given 

the substantial overlap of their allegations, plaintiffs in five of the six actions, Nuzzo, Chicorel, 

Dunham, Isaac, and Holzman, coordinated their prosecution (the “Coordinated Actions”). 

E. In this action, the Nuzzo Action, on April 11, 2017, Plaintiff filed a Preliminary 

Injunction Motion (Nuzzo Dkt. 7), the parties stipulated to a briefing schedule and expedited 

hearing (Nuzzo Dkt. 9), and the Court granted an expedited hearing date (Nuzzo Dkt. 10).

F. On April 24, 2017, InvenSense filed an amendment to its Definitive Proxy 

Statement that included supplemental disclosures addressing Plaintiff’s claims raised in his 

Injunction Motion (the “Supplemental Disclosures”), and on April 25, 2017, Plaintiff filed a 

Notice of Withdrawal of Plaintiff’s Motion for Preliminary Injunction (Nuzzo Dkt. 11).

G. The meeting of InvenSense shareholders to vote on the Merger took place on 

May 17, 2017, and the shareholders approved the Merger, which closed on May 18, 2017. 

H. Plaintiff agrees that, as a result of the filing of the Supplemental Disclosures, the 

claims arising from the Merger identified in his complaint have become moot.

I. Plaintiff asserts that the prosecution of the Coordinated Actions caused 

InvenSense to issue the Supplemental Disclosures and that Plaintiff’s counsel may assert a claim 

for attorneys’ fees and expenses in connection with the common benefit provided to 

InvenSense’s stockholders as a result of the filing of the Supplemental Disclosures.

J. Plaintiff intends to petition the Court to seek a resolution of his claim for such 

fees and expenses if his claim cannot be resolved through negotiations between counsel for 

Plaintiff and the Defendants, which negotiations have not yet begun.

K. By entering into this Stipulation, the InvenSense Defendants do not admit that 

the Supplemental Disclosures were material or that Plaintiff is entitled to attorneys’ fees and 

expenses, and reserve the right to oppose, in whole or in part, any claim by Plaintiff for attorneys’ 

fees and expenses relating to the Coordinated Actions.

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STIPULATION AND REQUEST

Plaintiff, Marc Nuzzo, and the InvenSense Defendants, through their counsel of record, 

hereby stipulate and agree, subject to the approval of the Court, as follows:

1. Plaintiff hereby voluntarily dismisses the above-captioned action pursuant to 

Fed. R. Civ. P. 41(a)(1), and the action shall be so dismissed. The dismissal is as to the named 

Plaintiff Mark Nuzzo only and has no effect upon the absent members of the putative class.

2. This Court shall retain continuing jurisdiction over the Parties solely for purposes 

of adjudicating any claim by Plaintiff’s counsel for an award of attorneys’ fees and expenses.

3. If the Parties are unable to resolve Plaintiff’s counsel’s claim for attorneys’ fees 

and expenses, Plaintiff shall file any petition and supporting papers seeking such relief with this 

Court. The parties will confer on a briefing schedule should a resolution not be reached. 

4. This Stipulation is not intended to, and shall not, waive or prejudice any right or 

argument that may be asserted or presented by Plaintiff or the InvenSense Defendants in support 

of or in opposition to any claim by Plaintiff for attorneys’ fees and expenses.

IT IS SO STIPULATED.

Dated: May 24, 2017

LEVI & KORSINSKY LLP

By: /s/ Rosemary M. Rivas

Rosemary M. Rivas

44 Montgomery Street, Suite 650

San Francisco, CA 94104

Telephone: (415) 291-2420

Facsimile: (415) 484-1294

OF COUNSEL:

Seth D. Rigrodsky (to be admitted pro hac vice)

Gina M. Serra (to be admitted pro hac vice)

RIGRODSKY & LONG, P.A.

2 Righter Parkway, Suite 120

Wilmington, DE 19803

Telephone: (302) 295-5310

Attorneys for Plaintiff

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Dated: May 24, 2017

PILLSBURY WINTHROP SHAW PITTMAN LLP

By /s/ Bruce A. Ericson

Bruce A. Ericson

Attorneys for Defendants INVENSENSE, INC., 

BEHROOZ ABDI, AMIR FAINTUCH, USAMA 

FAYYAD, EMIKO HIGASHI, JON OLSON, AMIT 

SHAH, ERIC STANG and YUNBEI YU

FILER’S ATTESTATION

Pursuant to Civil Local Rule 5-1 regarding signatures, I attest under penalty of perjury 

that the concurrence in the filing of this document has been obtained from all signatories. 

/s/ Rosemary M. Rivas 

 Rosemary M. Rivas

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[PROPOSED] ORDER

In accordance with the foregoing stipulation, and good cause appearing, 

IT IS HEREBY ORDERED that:

1. This Court shall retain continuing jurisdiction over the Parties solely for purposes 

of adjudicating any claim by Plaintiff’s counsel for an award of attorneys’ fees and expenses.

2. If the Parties are unable to resolve Plaintiff’s counsel’s claim for attorneys’ fees

and expenses, Plaintiff shall file any application and supporting papers seeking such relief with 

the Court.

3. Any application for an award of attorneys’ fees and costs should be set for 

hearing in accordance with Civil Local Rule 7-2(a).

IT IS SO ORDERED.

Dated: May __, 2017.

Hon. James Donato

United States District Judge

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