EXHIBIT 2.2
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
(ii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
Dated: January 16, 2019
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| V. PREM WATSA |
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| /s/ V. Prem Watsa |
| V. Prem Watsa |
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| THE ONE ONE ZERO NINE HOLDCO LIMITED |
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| By: | /s/ V. Prem Watsa |
| | Name: V. Prem Watsa |
| | Title: President |
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| THE SIXTY TWO INVESTMENT COMPANY LIMITED |
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| By: | /s/ V. Prem Watsa |
| | Name: V. Prem Watsa |
| | Title: President |
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| THE SIXTY THREE FOUNDATION |
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| By: | /s/ V. Prem Watsa |
| | Name: V. Prem Watsa |
| | Title: Director |
| FAIRFAX FINANCIAL HOLDINGS LIMITED |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: President |
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| FFHL GROUP LTD. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Director |
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| FAIRFAX (BARBADOS) INTERNATIONAL CORP. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| WENTWORTH INSURANCE COMPANY LTD. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| HAMBLIN WATSA INVESTMENT COUNSEL LTD. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Managing Director |
| FAIRFAX (US) INC. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ODYSSEY US HOLDINGS INC. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ODYSSEY GROUP HOLDINGS, INC. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ODYSSEY REINSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
| GREYSTONE INSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| HUDSON INSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| HUDSON SPECIALTY INSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| 1102952 B.C. UNLIMITED LIABILITY COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
| FAIRFAX FINANCIAL HOLDINGS (SWITZERLAND) GMBH |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ALLIED WORLD ASSURANCE COMPANY HOLDINGS, GMBH |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ALLIED WORLD ASSURANCE COMPANY, LTD |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
| ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ALLIED WORLD INSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| AW UNDERWRITERS INC. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
| ALLIED WORLD SPECIALTY INSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ALLIED WORLD SURPLUS LINES INSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ALLIED WORLD ASSURANCE COMPANY, AG |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ALLIED WORLD ASSURANCE COMPANY (EUROPE) DAC |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
| ALLIED WORLD ASSURANCE COMPANY (U.S.) INC. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| CRUM & FORSTER HOLDINGS CORP. |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| UNITED STATES FIRE INSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
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| ZENITH NATIONAL INSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
| ZENITH INSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
| RIVERSTONE HOLDINGS LIMITED |
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| By: | /s/ Nicholas C. Bentley |
| | Name: Nicholas C. Bentley |
| | Title: Chairman of the Board and Chief Executive Officer |
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| RIVERSTONE INSURANCE (UK) LIMITED |
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| By: | /s/ Nicholas C. Bentley |
| | Name: Nicholas C. Bentley |
| | Title: Director |
| BRIT LIMITED |
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| By: | /s/ Mark Allan |
| | Name: Mark Allan |
| | Title: Chief Financial Officer and Director |
| BRIT INSURANCE HOLDINGS LIMITED |
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| By: | /s/ Mark Allan |
| | Name: Mark Allan |
| | Title: Director |
| BRIT REINSURANCE (BERMUDA) LIMITED |
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| By: | /s/ Karl Grieves |
| | Name: Karl Grieves |
| | Title: Director |
| BRIT UW LIMITED |
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| By: | /s/ Mark Allan |
| | Name: Mark Allan |
| | Title: Director |
| TIG INSURANCE COMPANY |
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| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |