First Amendment to Cooperation Agreement, dated November 1, 2017, by and among Itron, Inc., Scopia Management, Inc. and certain of their specified affiliates, Jerome J. Lande, and certain other individuals

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”).

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

WHEREAS, Coppersmith Value Partners II, LP, Coppersmith Capital Partners, LLC and Coppersmith Capital Management, LLC (collectively, the “Coppersmith Entities”) and Craig Rosenblum are also parties to the Agreement;

WHEREAS, the Coppersmith 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 Coppersmith Entities, the Parties desire to amend the Agreement to remove the Coppersmith Entities and Craig Rosenblum 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:

“(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;”

Scopia Capital Management LP

152 West 57^th Street, 33^rd Floor

New York, NY 10019

Attention: Samantha Nasello

Telephone: (212) 370-0303

Facsimile: (212) 370-0404

Email: ***@***; ***@***

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