Agreement of Joint Filing

Exhibit 1

Agreement of Joint Filing

Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: Xxxxx 0, 0000

XXXXXXX PARTNERS L.P.
By:		Xxxxxxx Capital Partners LLC,
		General Partner
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Managing Member
XXXXXXX PARTNERS (CALIFORNIA) L.P.
By:		Xxxxxxx Capital Partners LLC,
		General Partner
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Managing Member
XXXXXXX PARTNERS (CALIFORNIA) II L.P.
By:		Xxxxxxx Capital Partners LLC,
		General Partner
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Managing Member
XXXXXXX PARTNERS (NEW YORK) I L.P.
By:		Xxxxxxx Capital Partners LLC,
		General Partner
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Managing Member
XXXXXXX PARTNERS HOLDCO LTD.
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Key Principal
XXXXXXX CAPITAL PARTNERS LLC
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Managing Member

XXXXXXX CAPITAL MANAGEMENT LLC
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Managing Member
XXXXXXX PARTNERS (CAYMAN) LTD.
By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx
		Key Principal
		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx