JOINT FILING AGREEMENTJoint Filing Agreement • March 14th, 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.
COOPERATION AGREEMENTCooperation 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.
