AGREEMENT AND PLAN OF MERGER dated as of September 17, 2017 by and among ITRON, INC., IVORY MERGER SUB, INC. And SILVER SPRING NETWORKS, INC.Agreement and Plan of Merger • September 18th, 2017 • Itron Inc /Wa/ • Instruments for meas & testing of electricity & elec signals • Delaware
This Agreement and Plan of Merger is made and entered into as of September 17, 2017 (the “Agreement Date”) (as amended, restated, modified or supplemented from time to time, this “Agreement”), among Itron, Inc., an entity formed under the laws of the State of Washington (“Parent”), Ivory Merger Sub, Inc., a corporation organized under the laws of the State of Delaware as a direct or indirect, wholly-owned Subsidiary of Parent (“Acquisition Sub”) and Silver Spring Networks, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article I.
VOTING AGREEMENTVoting Agreement • September 18th, 2017 • Itron Inc /Wa/ • Instruments for meas & testing of electricity & elec signals • Delaware
VOTING AGREEMENT (this “Voting Agreement”), dated as of September 17, 2017, by and among Itron, Inc., a Washington corporation (“Parent”), FC IV Active Advisors, LLC, Foundation Capital, LLC, Foundation Capital IV, L.P., Foundation Capital IV Principals Fund, LLC, and Warren M. Weiss (each, a “Stockholder”).
