13D Filing: Stadium Capital Management and Ascena Retail Group Inc. (ASNA)

Each Filer’s beneficial ownership of the Stock on the
date hereof is reflected on that Filer’s cover page. The Filers effected the following open market transactions in the Stock
in open market on the dates indicated, and such transactions are the Filers’ only transactions in the Stock in the 60 days
before the date on the cover page:

*SCM trades include SCP trades

SCM is the investment adviser of its
clients pursuant to investment management agreements or limited partnership agreements providing to SCM the authority, among other
things, to invest the funds of such clients in Stock, to vote and dispose of Stock and to file this statement on behalf of such
clients. Pursuant to such limited partnership agreements, the general partner of such clients is entitled t allocations based on
assets under management and realized and unrealized gains. Pursuant to such investment management agreements, SCM (or SCMGP) is
entitled to fees based on assets under management and realized and unrealized gains.

Agreement Regarding Joint Filing of Statement on Schedule
13D or 13G.