Legion Partners Asset Management, LLC Sample Contracts

Contract
Joint Filing Agreement • April 3rd, 2017 • Legion Partners Asset Management, LLC • Wholesale-metals service centers & offices
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Contract
Joint Filing Agreement • September 19th, 2019 • Legion Partners Asset Management, LLC • Services-computer programming services
Contract
Joint Filing Agreement • July 24th, 2017 • Legion Partners Asset Management, LLC • Communications services, nec
AUTOMATIC SHARE PURCHASE PLAN AGREEMENT THIS AGREEMENT is made this 14th day of March, 2017 (the “Effective Date”). BETWEEN:
Automatic Share Purchase Plan Agreement • March 14th, 2017 • Legion Partners Asset Management, LLC • Wholesale-metals service centers & offices • New York

Legion Partners Asset Management, LLC, a Delaware limited liability corporation, formed and organized under the laws of the State of Delaware (“Insider”)

Contract
Joint Filing Agreement • March 14th, 2018 • Legion Partners Asset Management, LLC • Wholesale-metals service centers & offices
COOPERATION AGREEMENT
Cooperation Agreement • April 25th, 2018 • Legion Partners Asset Management, LLC • Retail-shoe stores • Tennessee

This COOPERATION AGREEMENT (the “Agreement”), dated as of April 24, 2018 is made and entered into by GENESCO INC., a Tennessee corporation (the “Company”) and LEGION PARTNERS ASSET MANAGEMENT, LLC, a Delaware limited liability company, (together with its Affiliates “Legion Partners”), 4010 CAPITAL, LLC, a Delaware limited liability company (together with its Affiliates “4010”) and each of the other persons listed on the signature page hereto (collectively with Legion Partners, 4010 and together with any other Affiliates of Legion Partners and 4010 who are or hereafter become beneficial owners of any shares of Common Stock (as defined below), the “Investor Group” and each individually, an “Investor”).

AGREEMENT
Investor Agreement • February 17th, 2016 • Legion Partners Asset Management, LLC • Wholesale-metals service centers & offices • Pennsylvania

This AGREEMENT, dated as of February 12, 2016, is made and entered into by L. B. Foster Company, a Pennsylvania corporation (“L. B. Foster” or the “Company”) and each of the persons set forth on the signature page hereto (each, an “Investor” and collectively, the “Investor Group”) which presently are or may be deemed to be members of a “group” with respect to the common stock of the Company, par value $0.01 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

JOINT FILING AGREEMENT
Joint Filing Agreement • March 3rd, 2020 • Legion Partners Asset Management, LLC • Canned, fruits, veg, preserves, jams & jellies

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Landec Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

COOPERATION AGREEMENT
Cooperation Agreement • October 23rd, 2018 • Legion Partners Asset Management, LLC • Retail-catalog & mail-order houses • Delaware

This Cooperation Agreement (this “Agreement”), effective as of October 23, 2018 (the “Effective Date”), is entered into by and among Nutrisystem, Inc., a Delaware corporation (the “Company” or “Nutrisystem”), and the persons and entities identified under that certain Schedule 13D (as defined below) as Reporting Persons (as defined therein) (each, a “Legion Party” and collectively, the “Legion Parties”). Nutrisystem and the Legion Parties are together referred to herein as the “Parties,” and each, a “Party.”

JOINT FILING AGREEMENT
Joint Filing Agreement • May 23rd, 2017 • Legion Partners Asset Management, LLC • National commercial banks

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Banc of California, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • June 27th, 2018 • Legion Partners Asset Management, LLC • Wholesale-groceries, general line

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of The Chefs’ Warehouse, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

COOPERATION and support AGREEMENT
Cooperation and Support Agreement • August 24th, 2020 • Legion Partners Asset Management, LLC • Canned, fruits, veg, preserves, jams & jellies • Delaware

This COOPERATION AND SUPPORT AGREEMENT (the “Agreement”), dated as of August 21, 2020, is made and entered into by and among Landec Corporation, a Delaware corporation (the “Company”) and LEGION PARTNERS HOLDINGS, LLC (“Legion”) and the other persons and entities listed on Schedule A hereto (collectively and together with Legion, the “Investor Group” and each individually, an “Investor”).

JOINT FILING AGREEMENT
Joint Filing Agreement • April 2nd, 2020 • Legion Partners Asset Management, LLC • Retail-home furniture, furnishings & equipment stores

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Bed Bath & Beyond Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

GROUP AGREEMENT
Group Agreement • April 12th, 2021 • Legion Partners Asset Management, LLC • Retail-shoe stores • New York

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Genesco Inc., a Tennessee corporation (the “Company”);

JOINT FILING AGREEMENT
Joint Filing Agreement • May 16th, 2023 • Legion Partners Asset Management, LLC • Services-advertising

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Clear Channel Outdoor Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

GROUP AGREEMENT
Group Agreement • January 16th, 2018 • Legion Partners Asset Management, LLC • Retail-shoe stores

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Genesco Inc., a Tennessee corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • March 9th, 2017 • Legion Partners Asset Management, LLC • Services-computer programming services

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Ciber, Inc., a Delaware corporation (the “Company”);

Contract
Joint Filing Agreement • January 27th, 2017 • Legion Partners Asset Management, LLC • Crude petroleum & natural gas
JOINT FILING AGREEMENT
Joint Filing Agreement • January 3rd, 2018 • Legion Partners Asset Management, LLC • Wholesale-metals service centers & offices

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, $0.01 par value per share, of L.B. Foster Company. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

AUTOMATIC SHARE SALE PLAN AGREEMENT THIS AGREEMENT is made this 14th day of March, 2018 (the “Effective Date”). BETWEEN:
Automatic Share Sale Plan Agreement • March 14th, 2018 • Legion Partners Asset Management, LLC • Wholesale-metals service centers & offices • New York

Legion Partners Asset Management, LLC, a Delaware limited liability corporation, formed and organized under the laws of the State of Delaware (“Insider”)

JOINT FILING AGREEMENT
Joint Filing Agreement • January 26th, 2017 • Legion Partners Asset Management, LLC • Wholesale-groceries, general line

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of The Chefs’ Warehouse, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • August 31st, 2018 • Legion Partners Asset Management, LLC • Wholesale-chemicals & allied products

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Nexeo Solutions, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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JOINT FILING AGREEMENT
Joint Filing Agreement • June 1st, 2021 • Legion Partners Asset Management, LLC • Services-computer integrated systems design

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of OneSpan Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • February 7th, 2017 • Legion Partners Asset Management, LLC • National commercial banks

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Banc of California, Inc., a Maryland corporation (the “Company”);

COOPERATION AGREEMENT
Cooperation Agreement • March 14th, 2017 • Legion Partners Asset Management, LLC • National commercial banks • Maryland

This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of March 13, 2017, by and among Banc of California, Inc., a Maryland corporation (the “Company”), Legion Partners Asset Management, LLC , a Delaware limited liability company (“Legion Partners”) and the other persons and entities listed on Schedule A hereto (collectively and together with other Affiliates of Legion Partners who are or hereafter become beneficial owners of any shares of Common Stock (as defined below), the “Legion Group” and each individually, a “Member”). Certain capitalized terms used in this Agreement are also defined in Section 8.

JOINT FILING AGREEMENT
Joint Filing Agreement • January 18th, 2019 • Legion Partners Asset Management, LLC • Ball & roller bearings

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of NN, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • October 1st, 2018 • Legion Partners Asset Management, LLC • Retail-eating places

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Papa John's International, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINDER AGREEMENT
Joinder Agreement • April 9th, 2015 • Legion Partners Asset Management, LLC • Men's & boys' furnishgs, work clothg, & allied garments

This JOINDER AGREEMENT (the “Joinder”) is dated as of April 9, 2015 by and among Legion Partners, L.P. I, Legion Partners Special Opportunities, L.P. I, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, Bradley S. Vizi, Raymond White and California State Teachers’ Retirement System (collectively, the “Existing Members”) and Legion Partners, L.P. II (collectively, the “New Member”).

Legion Partners Holdings, LLC
Indemnification Agreement • May 8th, 2015 • Legion Partners Asset Management, LLC • Men's & boys' furnishgs, work clothg, & allied garments

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Perry Ellis International, Inc., a Florida corporation (the “Company”), in connection with the proxy solicitation that Legion Partners Holdings, LLC (“Holdings”) and certain of its affiliates are considering undertaking to nominate and elect directors at the Company’s 2015 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter will set forth the terms of our agreement.

JOINT FILING AGREEMENT
Joint Filing Agreement • November 12th, 2014 • Legion Partners Asset Management, LLC • Crude petroleum & natural gas

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated September 2, 2014 (including amendments thereto) with respect to Ordinary Shares, par value $0.001 per share, and Ordinary Share Purchase Warrants of Arabella Exploration, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • November 22nd, 2022 • Legion Partners Asset Management, LLC • Calculating & accounting machines (no electronic computers)

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Preferred Stock, no par value per share, of Cantaloupe, Inc.. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • July 20th, 2021 • Legion Partners Asset Management, LLC • Retail-shoe stores

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $1.00 par value, of Genesco Inc., a Tennessee corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • January 24th, 2017 • Legion Partners Asset Management, LLC • National commercial banks

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Banc of California, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • November 1st, 2018 • Legion Partners Asset Management, LLC • Services-computer integrated systems design

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of OneSpan Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

COOPERATION and support AGREEMENT
Cooperation and Support Agreement • May 29th, 2019 • Legion Partners Asset Management, LLC • Retail-home furniture, furnishings & equipment stores • New York

This COOPERATION AND SUPPORT AGREEMENT (the “Agreement”), dated as of May 28, 2019, is made and entered into by and among Bed Bath & Beyond Inc., a New York corporation (the “Company”); LEGION PARTNERS HOLDINGS, LLC (“Legion”) and the other persons and entities listed on Schedule A hereto (collectively and together with Legion, the “Legion Investors”); MACELLUM ADVISORS GP, LLC (“Macellum”) and the other persons and entities listed on Schedule B hereto (collectively and together with Macellum, the “Macellum Investors”); and ANCORA ADVISORS, LLC (“Ancora”) and the other persons and entities listed on Schedule C hereto (collectively and together with Ancora, the “Ancora Investors,” and collectively with Legion Investors and Macellum Investors, the “Investor Group” and each individually, an “Investor”).

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