AGREEMENT JOINT FILING OF SCHEDULE 13D

EXHIBIT 1

AGREEMENT

JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Mattress Firm Holding Corp., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date:  February 18, 2016	40 NORTH MANAGEMENT LLC
	By:
		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Principal

By:

/s/ Xxxxx X. Xxxxxxxxx

Xxxxx X. Xxxxxxxxx

Principal

Date:  February 18, 2016	40 NORTH LATITUDE MASTER FUND LTD.
	By:
		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Director

By:

/s/ Xxxxx X. Xxxxxxxxx

Xxxxx X. Xxxxxxxxx

Director

Date:  February 18, 2016	40 NORTH LATITUDE SPV-B LLC
	By:
		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Principal

By:

/s/ Xxxxx X. Xxxxxxxxx

Xxxxx X. Xxxxxxxxx

Principal

Date: February 18, 2016	40 NORTH LATITUDE FUND LP
	By 40 North GP III LLC, its General Partner
	By:
		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Principal

By:

/s/ Xxxxx X. Xxxxxxxxx

Xxxxx X. Xxxxxxxxx

Principal

Date: February 18, 2016	40 NORTH GP III LLC
	By:
		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Principal

By:

/s/ Xxxxx X. Xxxxxxxxx

Xxxxx X. Xxxxxxxxx

Principal

Date: February 18, 2016	XXXXX X. XXXXXX
	By:
		/s/ Xxxxx X. Xxxxxx

Date:  February 18, 2016	XXXXX X. XXXXXXXXX
	By:
		/s/ Xxxxx X. Xxxxxxxxx