EX-1 2 f1546162b.htm JOINT FILING AGREEMENT
Exhibit 1
 
EXHIBIT A

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)


This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D with respect to their ownership of the Common Stock of Banner Corporation and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 13th day of October, 2015.

 
 
Friedman Fleischer & Lowe Capital Partners III, L.P.
 
By: Friedman Fleischer & Lowe GP III, L.P., its general partner
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
 /s/ Christopher A. Masto                                
 
Name:
Christopher A. Masto
 
Title:
Managing Member
     
     
 
Friedman Fleischer & Lowe Parallel Fund III, L.P.
 
By: Friedman Fleischer & Lowe GP III, L.P., its general partner
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
 /s/ Christopher A. Masto                                  
  Name:
Christopher A. Masto 
 
Title:
Managing Member 
     
     
 
FFL Individual Partners III, L.P.
 
By: Friedman Fleischer & Lowe GP III, L.P., its general partner
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
 /s/ Christopher A. Masto                                  
 
Name:
Christopher A. Masto
 
Title:
Managing Member
     
     
 
FFL Executive Partners III, L.P.
 
By: Friedman Fleischer & Lowe GP III, L.P., its general partner
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
 /s/ Christopher A. Masto                                  
 
Name:
Christopher A. Masto
 
Title:
Managing Member
     
     
 
Friedman Fleischer & Lowe GP III, L.P.
 
By: Friedman Fleischer & Lowe GP III, LLC, its general partner
 
By:
 /s/ Christopher A. Masto                                  
 
Name:
Christopher A. Masto
 
Title:
Managing Member
     
     
 
Friedman Fleischer & Lowe GP III, LLC
 
By:
 /s/ Christopher A. Masto                                  
 
Name:
Christopher A. Masto
 
Title:
Managing Member