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Annex a Revised Agreement (November 16th, 2017)
Table of Contents (November 14th, 2017)

THIS CONTRACT OF PURCHASE AND SALE (this "Agreement") is made and entered into as of the 12th day of September 2017 (the "Effective Date"), by and between ALARCON HOLDINGS, INC., a New York corporation having an address c/o Spanish Broadcasting System, Inc., 7007 NW 77th Avenue, Miami, FL 33166 ("Seller") and 26 W. 56 LLC, a New York limited liability company, having an address at 29 West 56th Street, New York, New York 10016 ("Purchaser").

Contract (November 13th, 2017)
American Midstreampartners Lp – MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of July 21, 2017 by and Between AMID MERGER LP and SHV ENERGY N.V. (November 9th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made as of July 21, 2017 by and between AMID Merger LP, a Delaware limited partnership (the "Seller"), and SHV Energy N.V., a Dutch public limited liability company (the "Buyer"). The Seller and the Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Sorrento Therapeutics, Inc. – License and Transfer Agreement (November 9th, 2017)

This LICENSE AND TRANSFER AGREEMENT (this "Agreement") is made as of August 15, 2017 (the "Effective Date"), by and between TNK Therapeutics, Inc., a Delaware corporation and a majority owned subsidiary of Sorrento Therapeutics, Inc. ("TNK"), Sorrento Therapeutics, Inc. a Delaware corporation ("Sorrento"), and Celularity, Inc., a Delaware corporation ("Celularity").

Access Integrated Technologies – Registration Rights Agreement (November 6th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of November 1, 2017, by and between Cinedigm Corp., a Delaware company (the "Company") and the purchasers listed on Schedule 1 attached hereto (the "Purchasers"). The Company and each of the Purchasers have entered into either that certain Stock Purchase Agreement dated as of June 29, 2017 (the "Purchase Agreement") by and between the Company and Bison Entertainment Investment Limited or one of certain other stock purchase agreements, each dated as of November 1, 2017 (the "Other Agreements") by and between the Company and each other Purchaser. Terms used but not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 3, 2017 Among CHART INDUSTRIES, INC. CHART INDUSTRIES LUXEMBOURG S.A R.L. CHART ASIA INVESTMENT COMPANY LIMITED the Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. As Administrative Agent and BANK OF AMERICA, N.A. FIFTH THIRD BANK WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION as Co- Syndication Agents JPMORGAN CHASE BANK, N.A. As Sole Bookrunner and Sole Lead Arranger (November 6th, 2017)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2017 (this Agreement), among CHART INDUSTRIES, INC., a Delaware corporation, CHART INDUSTRIES LUXEMBOURG S.A R.L., a private limited liability company (societe a responsabilite limitee), incorporated under the laws of Luxembourg, having its registered office at 2, rue des Dahlias, L-1411 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 148.907, CHART ASIA INVESTMENT COMPANY LIMITED, a private limited company incorporated under the laws of Hong Kong with company number 1174361 and having its registered office address at 36/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A., FIFTH THIRD BANK, WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents.

Second Amendment to Credit Agreement (November 3rd, 2017)

SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of October 30, 2017, by and among WEX INC., a Delaware corporation (the "Company"), WRIGHT EXPRESS INTERNATIONAL HOLDINGS LIMITED, as a Designated Borrower (as defined in the Existing Credit Agreement referred to below), WEX CARD HOLDINGS AUSTRALIA PTY LTD. (the "Specified Designated Borrower" and together with the Company and the Designated Borrower, the "Amendment Loan Parties"), BANK OF AMERICA, N.A., as Administrative Agent (as defined in the Existing Credit Agreement referred to below), Swing Line Lender (as defined in the Existing Credit Agreement referred to below) and L/C Issuer (as defined in the Existing Credit Agreement referred to below) and SANTANDER BANK, N.A., as the incremental revolving loan lender (the "Incremental Revolving Lender").

Northern Oil & Gas Inc – Term Loan Credit Agreement Dated as of November 1, 2017 Among Northern Oil and Gas, Inc., as Borrower, Tpg Specialty Lending, Inc., as Administrative Agent and Collateral Agent, And (November 2nd, 2017)

THIS TERM LOAN CREDIT AGREEMENT dated as of November 1, 2017 is among: Northern Oil and Gas, Inc., a corporation duly formed and existing under the laws of the State of Minnesota (the "Borrower"); each of the Lenders from time to time party hereto; TPG Specialty Lending, Inc. ("TSL"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"), and TSL, as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the "Collateral Agent").

American Midstreampartners Lp – Contribution Agreement Dated as of October 31, 2017 by and Among Southcross Holdings Lp, American Midstream Partners, Lp, and American Midstream Gp, Llc (November 1st, 2017)

This CONTRIBUTION AGREEMENT (this Agreement), dated as of October 31, 2017 (the Execution Date), is by and among Southcross Holdings LP, a Delaware limited partnership (Holdings LP), American Midstream Partners, LP, a Delaware limited partnership (AMID), and American Midstream GP, LLC, a Delaware limited liability company and the general partner of AMID (AMID GP and, together with AMID, the AMID Entities).

Nii Holdings – AMENDED AND RESTATED CREDIT AGREEMENT Among NEXTEL TELECOMUNICACOES LTDA. As Borrower THE GUARANTORS SIGNATORIES HERETO as Guarantors CHINA DEVELOPMENT BANK as Lender CHINA DEVELOPMENT BANK as Administrative Agent and CHINA DEVELOPMENT BANK as Arranger (November 1st, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of October 31, 2017, among (i) NEXTEL TELECOMUNICACOES LTDA., a limited liability company (sociedade limitada) organized and existing under the laws of Brazil (the "Borrower"), (ii) the parties listed in Annex III (in such capacity, the "Guarantors") and (iii) CHINA DEVELOPMENT BANK as arranger (the "Arranger"), administrative agent (in such capacity, the "Administrative Agent") and lender (in such capacity, the "Lender").

Nii Holdings – AMENDED AND RESTATED CREDIT AGREEMENT Among NEXTEL TELECOMUNICACOES LTDA. As Borrower THE GUARANTORS SIGNATORIES HERETO as Guarantors CHINA DEVELOPMENT BANK as Lender CHINA DEVELOPMENT BANK as Administrative Agent and CHINA DEVELOPMENT BANK as Arranger (November 1st, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of October 31, 2017, among (i) NEXTEL TELECOMUNICACOES LTDA., a limited liability company (sociedade limitada) organized and existing under the laws of Brazil (the "Borrower"), (ii) the parties listed in Annex III (in such capacity, the "Guarantors") and (iii) CHINA DEVELOPMENT BANK as arranger (the "Arranger"), administrative agent (in such capacity, the "Administrative Agent") and lender (in such capacity, the "Lender").

Hamilton Beach Brands Holding Co – Third Amendment to Credit Agreement (November 1st, 2017)

THE KITCHEN COLLECTION, LLC, an Ohio limited liability company (as successor by merger to The Kitchen Collection, Inc., a Delaware corporation), for itself and as Lead Borrower (in such capacity, the "Lead Borrower") for the other Borrowers party thereto from time to time (together with the Lead Borrower, individually, a "Borrower," and collectively, the "Borrowers"),

364-Day CREDIT AGREEMENT Dated as of October 25, 2017 Among STARBUCKS CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and Swing Line Lender, WELLS FARGO BANK, N.A., CITIBANK, N.A. And U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, JPMORGAN CHASE BANK, N.A., THE BANK OF NOVA SCOTIA, and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as Co- Documentation Agents, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC., and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arranger (October 30th, 2017)

This 364-DAY CREDIT AGREEMENT (this Agreement) is entered into as of October 25, 2017, among STARBUCKS CORPORATION, a Washington corporation (the Company), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

CREDIT AGREEMENT Dated as of October 25, 2017 Among STARBUCKS CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, N.A., CITIBANK, N.A. And U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents and L/C Issuers, JPMORGAN CHASE BANK, N.A., THE BANK OF NOVA SCOTIA, and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as Co-Documentation Agents, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC., and U.S. BANK NATIONAL ASSOCIATION as (October 30th, 2017)

This CREDIT AGREEMENT (this Agreement) is entered into as of October 25, 2017, among STARBUCKS CORPORATION, a Washington corporation (the Company), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), WELLS FARGO BANK, N.A., as an L/C Issuer, CITIBANK, N.A., as an L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as an L/C Issuer, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of October 30, 2017 (October 30th, 2017)

Reference is made to the Credit Agreement dated as of September 11, 2017 (the Credit Agreement) among The Sherwin-Williams Company, an Ohio corporation, as the Company, the institutions from time to time parties thereto as Lenders, Goldman Sachs Bank USA, as Administrative Agent (the Administrative Agent), and Goldman Sachs Mortgage Company (GSMC), as Issuing Bank. Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.

$125,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 24, 2017 Among (October 26th, 2017)

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 24, 2017, among CRA INTERNATIONAL, INC., a Massachusetts corporation (the Company), CRA INTERNATIONAL (UK) LIMITED, a private limited company incorporated in the United Kingdom (registered number 04007726) (the UK Borrower), CRA INTERNATIONAL LIMITED, a company organized under the laws of Ontario (the Canadian Borrower), CRA INTERNATIONAL (NETHERLANDS) B.V., a private company with limited liability organized and existing under the laws of the Netherlands, registered with the trade register of the Chamber of Commerce under number 3426111 (the Dutch Borrower, and together with the UK Borrower and the Canadian Borrower, each a Designated Borrower, and collectively the Designated Borrowers; the Designated Borrowers together with the Company, each a Borrower and collectively, the Borrowers), CITIZENS BANK, N.A., as Administrative Agent (in such capacity, including any successor thereto, the Administrative Agent), BANK

Amendment Agreement No. 4 (October 25th, 2017)

AMENDMENT AGREEMENT NO. 4, dated as of August 15, 2017 (this "Amendment"), by and among POLYONE CORPORATION, an Ohio corporation (the "Borrower"), the other Loan Parties party hereto, the existing Lenders (the "Existing Lenders") under, and as defined in, the Credit Agreement (as hereinafter defined) party hereto, CITIBANK, N.A. ("Citibank"), as the Administrative Agent, and the Additional Term B-3 Lender (as hereinafter defined).

Select Medical Holdings Corp. – EQUITY PURCHASE AND CONTRIBUTION AGREEMENT by and Among DIGNITY HEALTH HOLDING CORPORATION U.S. HEALTHWORKS, INC. CONCENTRA GROUP HOLDINGS, LLC CONCENTRA, INC. And CONCENTRA GROUP HOLDINGS PARENT, LLC Dated: October 22, 2017 (October 23rd, 2017)

This EQUITY PURCHASE AND CONTRIBUTION AGREEMENT, dated as of October 22, 2017, is entered into by and among CONCENTRA GROUP HOLDINGS, LLC, a Delaware limited liability company (Holdings), CONCENTRA INC., a Delaware corporation (Buyer), CONCENTRA GROUP HOLDINGS PARENT, LLC , a Delaware limited liability company (Newco), U.S. HEALTHWORKS, INC., a Delaware corporation (the Company), and DIGNITY HEALTH HOLDING CORPORATION, a Nevada corporation (Seller).

Amendment No. 2 to Amended and Restated Credit Agreement (October 17th, 2017)

This Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 13, 2017 (this "Amendment"), is among Lam Research Corporation, a Delaware corporation, as borrower (the "Borrower"), the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"). Capitalized terms used but not otherwise defined herein shall have the definitions provided therefor in the Credit Agreement referenced below.

CONAGRA BRANDS, INC. INDENTURE Dated as of October 12, 2017 Wells Fargo Bank, National Association, Trustee (October 12th, 2017)

INDENTURE, dated as of October 12, 2017, by and between Conagra Brands, Inc., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the Trustee).

AGREEMENT AND PLAN OF MERGER by and Among ONVIA, INC. PROJECT DIAMOND INTERMEDIATE HOLDINGS CORP. PROJECT OLYMPUS MERGER SUB, INC. And Solely With Respect to Section 9.12 DELTEK, INC. Dated as of October 4, 2017 (October 5th, 2017)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of October 4, 2017 by and among: (i) Onvia, Inc., a Delaware corporation (the Company); (ii) Project Diamond Intermediate Holdings Corp., a Delaware corporation (Parent); (iii) Project Olympus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser) and, solely for the purposes stated in Section 9.12, Deltek, Inc., a Delaware corporation (Guarantor). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Hamilton Beach Brands Holding Co – Tax Allocation Agreement by and Between Nacco Industries, Inc. And Hamilton Beach Brands Holding Company (October 4th, 2017)

THIS TAX ALLOCATION AGREEMENT (this "Agreement"), dated as of September 29, 2017, is by and between NACCO Industries, Inc. ("Parent"), a Delaware corporation, and Hamilton Beach Brands Holding Company ("Hamilton Beach Holding"), a Delaware corporation. Each of Parent and Hamilton Beach Holding is sometimes referred to herein as a "Party" and, collectively, as the "Parties."

Agreement (October 4th, 2017)

This Agreement (this Agreement) is made and entered into as of September 28, 2017 by and among comScore, Inc. (the Company) and the entities and natural persons set forth in the signature pages hereto (collectively, Starboard) (each of the Company and Starboard, a Party to this Agreement, and collectively, the Parties).

Hamilton Beach Brands Holding Co – Separation Agreement (October 4th, 2017)

This SEPARATION AGREEMENT (this "Agreement"), is dated as of September 29, 2017, by and between NACCO Industries, Inc., a Delaware corporation ("Parent"), and Hamilton Beach Brands Holding Company ("Hamilton Beach Holding"), a Delaware corporation and wholly owned Subsidiary of Parent. Parent and Hamilton Beach Holding will individually be referred to as a "Party" and collectively as the "Parties."

Atlas Resources Public #18-2009 (C) L.P. – PURCHASE AND SALE AGREEMENT by and Among Atlas Energy Tennessee, LLC, Atlas Pipeline Tennessee, LLC, Atlas Noble, LLC, Viking Resources, LLC, Resource Energy, LLC, Atlas Resources, LLC, REI-NY, LLC, Resource Well Services, LLC, Atlas Energy Ohio, LLC And, Solely With Respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (To the Extent Related to Employee or ERISA-related Matters), Atlas Energy Group, LLC (Collectively, Sellers) and Diversified Energy LLC (Buyer) May 4, 2017 (October 3rd, 2017)

This Purchase and Sale Agreement (this Agreement) is made and entered into on May 4, 2017, by and among Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company, Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company, Atlas Noble, LLC, a Delaware limited liability company, Viking Resources, LLC, a Pennsylvania limited liability company, Resource Energy, LLC, a Delaware limited liability company, Atlas Resources, LLC, a Pennsylvania limited liability company, REI-NY, LLC, a Delaware limited liability company, Resource Well Services, LLC, a Delaware limited liability company, Atlas Energy Ohio, LLC, an Ohio limited liability company and, solely with respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (to the extent related to employee or ERISA-related matters), Atlas Energy Group, LLC, a Delaware limited liability company (each a Seller and collectively Sellers) and Diversified Energy LLC, an Alabama limited liability company (Buyer)

Atlas Resources Public #18-2009 (B) L.P. – PURCHASE AND SALE AGREEMENT by and Among Atlas Energy Tennessee, LLC, Atlas Pipeline Tennessee, LLC, Atlas Noble, LLC, Viking Resources, LLC, Resource Energy, LLC, Atlas Resources, LLC, REI-NY, LLC, Resource Well Services, LLC, Atlas Energy Ohio, LLC And, Solely With Respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (To the Extent Related to Employee or ERISA-related Matters), Atlas Energy Group, LLC (Collectively, Sellers) and Diversified Energy LLC (Buyer) May 4, 2017 (October 3rd, 2017)

This Purchase and Sale Agreement (this Agreement) is made and entered into on May 4, 2017, by and among Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company, Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company, Atlas Noble, LLC, a Delaware limited liability company, Viking Resources, LLC, a Pennsylvania limited liability company, Resource Energy, LLC, a Delaware limited liability company, Atlas Resources, LLC, a Pennsylvania limited liability company, REI-NY, LLC, a Delaware limited liability company, Resource Well Services, LLC, a Delaware limited liability company, Atlas Energy Ohio, LLC, an Ohio limited liability company and, solely with respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (to the extent related to employee or ERISA-related matters), Atlas Energy Group, LLC, a Delaware limited liability company (each a Seller and collectively Sellers) and Diversified Energy LLC, an Alabama limited liability company (Buyer)

Atlas Resources Series 28-2010 L.P. – PURCHASE AND SALE AGREEMENT by and Among Atlas Energy Tennessee, LLC, Atlas Pipeline Tennessee, LLC, Atlas Noble, LLC, Viking Resources, LLC, Resource Energy, LLC, Atlas Resources, LLC, REI-NY, LLC, Resource Well Services, LLC, Atlas Energy Ohio, LLC And, Solely With Respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (To the Extent Related to Employee or ERISA-related Matters), Atlas Energy Group, LLC (Collectively, Sellers) and Diversified Energy LLC (Buyer) May 4, 2017 (October 3rd, 2017)

This Purchase and Sale Agreement (this Agreement) is made and entered into on May 4, 2017, by and among Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company, Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company, Atlas Noble, LLC, a Delaware limited liability company, Viking Resources, LLC, a Pennsylvania limited liability company, Resource Energy, LLC, a Delaware limited liability company, Atlas Resources, LLC, a Pennsylvania limited liability company, REI-NY, LLC, a Delaware limited liability company, Resource Well Services, LLC, a Delaware limited liability company, Atlas Energy Ohio, LLC, an Ohio limited liability company and, solely with respect to Section 7.16, Section 7.17, Article 11, Article 20 and Article 18 (to the extent related to employee or ERISA-related matters), Atlas Energy Group, LLC, a Delaware limited liability company (each a Seller and collectively Sellers) and Diversified Energy LLC, an Alabama limited liability company (Buyer)

Northern Oil & Gas Inc – Settlement Agreement and General Release (September 26th, 2017)

This Settlement Agreement and General Release (this "Agreement") is made as of the date set forth on the signature page hereto, by and between Northern Oil and Gas, Inc. (the "Company") and Michael L. Reger ("Plaintiff"). The Company and Plaintiff are referred to collectively as the "Parties," and each of the Company and Plaintiff is referred to as a "Party."

Sprint Communications, Inc. Bridge Credit Facility Commitment Letter (September 25th, 2017)

CREDIT AGREEMENT (this Agreement) dated as of [ ] [*], 201[ ] among SPRINT COMMUNICATIONS, INC. (the Borrower), the Guarantors (as defined below) party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

AGREEMENT AND PLAN OF MERGER by and Among KURARAY CO., LTD., KURARAY HOLDINGS U.S.A., INC., KJ MERGER SUB, INC. And CALGON CARBON CORPORATION Dated as of SEPTEMBER 21, 2017 (September 21st, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 21, 2017, by and among Kuraray Co., Ltd., a company organized under the laws of Japan (Kuraray), Kuraray Holdings U.S.A., Inc., a Delaware corporation (Parent), KJ Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Calgon Carbon Corporation, a Delaware corporation (the Company).

Amendment No. 1 to Credit Agreement (September 18th, 2017)

This CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified, the Agreement) is entered into as of April 3, 2017, among PEABODY ENERGY CORPORATION, a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and, individually, a Lender), GOLDMAN SACHS BANK USA, as Administrative Agent, GOLDMAN SACHS BANK USA, J.P. MORGAN CHASE BANK, N.A. and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint bookrunners, GOLDMAN SACHS BANK USA, as syndication agent (in such capacity, the Syndication Agent), and JPMORGAN CHASE BANK, N.A., CREDIT SUISSE AG AND MACQUARIE CAPITAL (USA) INC., as co-documentation agents (in such capacities, the Documentation Agents).

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. (September 18th, 2017)

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 Agreement (September 18th, 2017)

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).

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. (September 18th, 2017)

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.