0000780571-07-000066 Sample Contracts

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STOCK PURCHASE AGREEMENT between THE STOCKHOLDERS OF ACTARIS METERING SYSTEMS S.A., as the Stockholders, LBO FRANCE GESTION SAS, as the Stockholder Representative, ACTARIS METERING SYSTEMS S.A., and ITRON, INC., as the Buyer Dated as of February 25, 2007
Stock Purchase Agreement • April 24th, 2007 • Itron Inc /Wa/ • Instruments for meas & testing of electricity & elec signals • New York

STOCK PURCHASE AGREEMENT, dated as of February 25, 2007 (this "Agreement"), by and among Actaris Metering Systems S.A., a Luxembourg public limited liability company, having its registered office at 26, rue de Louvigny, L-1946, Luxembourg and registered with the Luxembourg Trade and Companies Register under the number B 108445 (the "Company"), the stockholders of the Company, each of which is listed on Exhibit A (each, a "Stockholder" and, collectively, the "Stockholders"), LBO France Gestion SAS, as agent and attorney-in-fact for the Stockholders (the "Stockholder Representative"), and Itron, Inc., a Washington corporation (the "Buyer").

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 24th, 2007 • Itron Inc /Wa/ • Instruments for meas & testing of electricity & elec signals

THIS AMENDMENT NO. 1 (this “Amendment”), dated as of April 18, 2007, to and of the Stock Purchase Agreement, dated as of February 25, 2007 (the “Agreement”), by and among Actaris Metering Systems S.A., a Luxembourg public limited liability company, having its registered office at 26, rue de Louvigny, L-1946, Luxembourg and registered with the Luxembourg Trade and Companies Register under the number B 108445 (the “Company”), LBO France Gestion SAS, as agent and attorney-in-fact for the Stockholders (the “Stockholder Representative”), and Itron, Inc., a Washington corporation (the “Buyer”). Capitalized terms used and not defined herein shall have the meanings given to such terms in the Agreement.

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