JOINDER AGREEMENT
Exhibit 99.2
This JOINDER AGREEMENT (the “Joinder”) is dated as of September 21, 2015 by and among Xxxxxxxxxxx Capital Management, LLC, Scopia Capital Management LP, Xxxxxx X. Xxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx (collectively, the “Existing Members”) and Xxxxxxxxxxx Value Partners II, LP, Xxxxxxxxxxx Capital Partners, LLC, Scopia Long LLC, Scopia LB LLC, Scopia PX LLC, Scopia Partners LLC, Scopia Windmill Fund LP, Scopia International Master Fund LP, Scopia PX International Master Fund LP, Scopia LB International Master Fund LP, Scopia Long International Master Fund LP, Scopia Capital GP LLC and Scopia Management, Inc. (each a “New Member” and collectively, the “New Members”).
WHEREAS, the Existing Members are parties to that certain Joint Filing Agreement dated as of August 5, 2015 (the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purpose of (i) engaging in discussions with Itron, Inc., a Washington corporation (the “Company”), regarding plans or proposals under Item 4 of Schedule 13D, (ii) taking all other action necessary to achieve the foregoing and (iii) taking any other actions the group determines to undertake in connection with their respective investment in the Company; and
WHEREAS, the New Members desire to join the group formed by the Existing Members.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, each New Member is joined as a party to the Agreement.
2. Each New Member agrees to be bound by the terms of the Agreement, including the obligations of a member of the Group (as defined in the Agreement), the terms of which are incorporated herein and made a part hereof.
3. This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
[Signatures appear on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
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XXXXXXXXXXX VALUE PARTNERS II, LP
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By:
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Xxxxxxxxxxx Capital Partners, LLC
General Partner
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By:
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/s/ Xxxxxx X. Xxxxx
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Name:
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Xxxxxx X. Xxxxx
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Title:
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Managing Member
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XXXXXXXXXXX CAPITAL PARTNERS, LLC
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By:
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/s/ Xxxxxx X. Xxxxx
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Name:
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Xxxxxx X. Xxxxx
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Title:
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Managing Member
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XXXXXXXXXXX CAPITAL MANAGEMENT, LLC
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By:
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/s/ Xxxxxx X. Xxxxx
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Name:
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Xxxxxx X. Xxxxx
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Title:
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Managing Member
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/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
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/s/ Xxxxx Xxxxxxxxx
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XXXXX XXXXXXXXX
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SCOPIA LONG LLC
SCOPIA LB LLC
SCOPIA PX LLC
SCOPIA PARTNERS LLC
SCOPIA LONG INTERNATIONAL MASTER FUND LP
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SCOPIA WINDMILL FUND LP
SCOPIA INTERNATIONAL MASTER FUND LP
SCOPIA PX INTERNATIONAL MASTER FUND LP
SCOPIA LB INTERNATIONAL MASTER FUND LP
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By: Scopia Capital Management LP
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Investment Manager
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By: Scopia Management, Inc.
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General Partner
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By:
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/s/ Xxxxxxx Xxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxx
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Title:
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Managing Director
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SCOPIA CAPITAL MANAGEMENT LP
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By:
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Scopia Management, Inc.
General Partner
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By:
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/s/ Xxxxxxx Xxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxx
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Title:
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Managing Director
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SCOPIA CAPITAL GP LLC
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SCOPIA MANAGEMENT, INC.
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By:
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/s/ Xxxxxxx Xxxxxxxx
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By:
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/s/ Xxxxxxx Xxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxx
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Title:
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Managing Member
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Title:
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Managing Director
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/s/ Xxxxxxx Xxxxxxxx
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XXXXXXX XXXXXXXX
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/S/ Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
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