Exhibit 99.2

JOINT FILING AGREEMENT

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.

Dated: January 23, 2017

LEGION PARTNERS, L.P. I
By:	Legion Partners Asset Management, LLC
	Investment Advisor
By:	/s/ Bradley S. Vizi
	Name:	Bradley S. Vizi
	Title:	Managing Member

LEGION PARTNERS, L.P. II
By:	Legion Partners Asset Management, LLC
	Investment Advisor
By:	/s/ Bradley S. Vizi
	Name:	Bradley S. Vizi
	Title:	Managing Member

LEGION PARTNERS SPECIAL OPPORTUNITIES, L.P. I,
By:	Legion Partners Asset Management, LLC
	Investment Advisor
By:	/s/ Bradley S. Vizi
	Name:	Bradley S. Vizi
	Title:	Managing Member

LEGION PARTNERS, LLC
By:	Legion Partners Holdings, LLC
	Sole Member
By:	/s/ Bradley S. Vizi
	Name:	Bradley S. Vizi
	Title:	Managing Member

LEGION PARTNERS ASSET MANAGEMENT, LLC
By:	/s/ Bradley S. Vizi
	Name:	Bradley S. Vizi
	Title:	Managing Director

LEGION PARTNERS HOLDINGS, LLC
By:	/s/ Bradley S. Vizi
	Name:	Bradley S. Vizi
	Title:	Managing Member

/s/ Bradley S. Vizi

Bradley S. Vizi

/s/ Christopher S. Kiper

Christopher S. Kiper

/s/ Raymond White

Raymond White

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
By:	/s/ April Wilcox
	Name:	April Wilcox
	Title:	Director of Operations