FIRST AMENDMENT TO COOPERATION AGREEMENT

Exhibit 99.2

FIRST AMENDMENT TO COOPERATION AGREEMENT

This FIRST AMENDMENT TO COOPERATION AGREEMENT (this “Amendment”) is made as of November 1, 2017 by and among Itron, Inc. (the “Company”) and the other persons and entities listed on Annex A attached hereto (the “Current Group”) (each of the Company and the Current Group, a “Party” to this Amendment, and collectively, the “Parties”).

RECITALS

WHEREAS, the Parties are parties to that certain Cooperation Agreement, dated as of December 9, 2015 (the “Agreement”);

WHEREAS, Xxxxxxxxxxx Value Partners II, LP, Xxxxxxxxxxx Capital Partners, LLC and Xxxxxxxxxxx Capital Management, LLC (collectively, the “Xxxxxxxxxxx Entities”) and Xxxxx Xxxxxxxxx are also parties to the Agreement;

WHEREAS, the Xxxxxxxxxxx Entities were dissolved as legal entities in December 2016 as evidenced by the Certificates of Cancellation filed with the Secretary of State of the State of Delaware, copies of which have been furnished to the Company;

WHEREAS, in light of the dissolution of the Xxxxxxxxxxx Entities, the Parties desire to amend the Agreement to remove the Xxxxxxxxxxx Entities and Xxxxx Xxxxxxxxx as parties thereto; and

WHEREAS, the Parties desire to amend the Agreement so that the Current Group may purchase Common Stock of the Company in an amount up to fifteen percent (15%) of the then outstanding shares of the Company’s Common Stock.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

AMENDMENTS TO THE AGREEMENT

1. Pursuant to Section 15 of the Agreement, effective as of the date hereof, (a) the Agreement is hereby amended to remove the Xxxxxxxxxxx Entities and Xxxxx Xxxxxxxxx from the definition of “Group” thereunder, (b) in furtherance of the foregoing, Annex A of the Agreement is hereby replaced with Annex A attached to this Amendment and (c) the Xxxxxxxxxxx Entities and Xxxxx Xxxxxxxxx are no longer parties to the Agreement.

2. Pursuant to Section 15 of the Agreement, effective as of the date hereof, Section 2(a)(x) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(x) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Common Stock or other securities issued by the Company, or any securities convertible into or exchangeable for Common Stock, if, in any such case immediately after the taking of such action, the Group together with its Affiliates and Associates would, in the aggregate, beneficially own fifteen percent (15.0%) or more of the then outstanding shares of Common Stock;”

3. Pursuant to Section 15 of the Agreement, effective as of the date hereof, Section 10 of the Agreement is hereby amended to provide that the contact information of the Group (as defined in the Agreement) for purposes of the notification requirements set forth therein is as follows:

Scopia Capital Management LP

000 Xxxx 00^xx Xxxxxx, 00^xx Xxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxxxx Xxxxxxx

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Email: xxxxxxxx@xxxxxxxxxxxx.xxx; xxxxxxx@xxxxxxxxxxxx.xxx

4. The other terms and conditions set forth in the Agreement not otherwise amended pursuant to this Amendment shall continue in full force and effect.

5. For the avoidance of doubt, the Parties acknowledge and agree that the amendments to the Agreement set forth in this Amendment are binding notwithstanding the absence of the Xxxxxxxxxxx Entities as signatories hereto.

6. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all of which shall collectively constitute one and the same instrument.

[Signature Pages Follow]

2

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

ITRON, INC.
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Chief Executive Officer

[Signature Page to First Amendment to Cooperation Agreement]

INDIVIDUALS:
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx

[Signature Page to First Amendment to Cooperation Agreement]

SCOPIA LONG LLC		SCOPIA WINDMILL FUND LP
SCOPIA LB LLC		SCOPIA INTERNATIONAL MASTER FUND LP
SCOPIA PX LLC		SCOPIA PX INTERNATIONAL MASTER FUND LP
SCOPIA PARTNERS LLC		SCOPIA LB INTERNATIONAL MASTER FUND LP
SCOPIA LONG INTERNATIONAL MASTER FUND LP		SCOPIA LONG QP LLC
By: Scopia Capital Management LP, its Investment Manager
By: Scopia Management, Inc., its General Partner

By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Managing Director
SCOPIA CAPITAL MANAGEMENT LP
By: Scopia Management, Inc., its General Partner
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Managing Director
SCOPIA CAPITAL GP LLC
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Managing Member
SCOPIA MANAGEMENT, INC.
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Managing Director
INDIVIDUALS:
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx

[Signature Page to First Amendment to Cooperation Agreement]

Annex A

Members of the Current Group

XXXXXX X. XXXXX

SCOPIA LONG LLC

SCOPIA LB LLC

SCOPIA PX LLC

SCOPIA PARTNERS LLC

SCOPIA LONG INTERNATIONAL MASTER FUND LP

SCOPIA WINDMILL FUND LP

SCOPIA INTERNATIONAL MASTER FUND LP

SCOPIA PX INTERNATIONAL MASTER FUND LP

SCOPIA LB INTERNATIONAL MASTER FUND LP

SCOPIA CAPITAL MANAGEMENT LP

SCOPIA MANAGEMENT, INC.

SCOPIA CAPITAL GP LLC

SCOPIA LONG QP LLC

XXXXXXX XXXXXXXX

XXXXXX XXXXXXX

[Annex A]