UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response… 10.4
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Republic Airways Holdings Inc.
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Common Stock, par value $0.001 per share
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760276105
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December 31, 2012
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
Greenlight Capital, L.L.C.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
908,152 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
908,152 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
908,152 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.9%**
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12
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Type of Reporting Person (See Instructions)
OO
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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,185,864 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,185,864 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,185,864 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
4.5%**
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12
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Type of Reporting Person (See Instructions)
CO
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Management GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
387,132 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
387,132 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
387,132 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.8%**
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12
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Type of Reporting Person (See Instructions)
OO
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Advisors, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
457,327 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
457,327 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
457,327 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.9%**
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12
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Type of Reporting Person (See Instructions)
PN
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Capital Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
769,609 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
769,609 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
769,609 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.6%**
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12
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Type of Reporting Person (See Instructions)
PN
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,226,936 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,226,936 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,226,936 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
2.5%**
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12
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Type of Reporting Person (See Instructions)
OO
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
David Einhorn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
U.S. Citizen
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
3,412,800 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
3,412,800 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,412,800 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
7.0%**
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12
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Type of Reporting Person (See Instructions)
IN
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**SEE ITEM 4(b).
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Item 4
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Ownership:
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Item 4(a)
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Amount Beneficially Owned:
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i)
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Greenlight LLC may be deemed the beneficial owner of an aggregate of 908,152 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight Qualified.
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ii)
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Greenlight Inc. may be deemed the beneficial owner of an aggregate of 2,185,864 shares of Common Stock held for the accounts of Greenlight Fund, Greenlight Qualified and Greenlight Offshore.
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iii)
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DME Management GP may be deemed the beneficial owner of 387,132 shares of Common Stock held for the account of Greenlight Gold.
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iv)
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DME Advisors may be deemed the beneficial owner of 457,327 shares of Common Stock held for the account of the Managed Account.
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v)
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DME CM may be deemed the beneficial owner of 769,609 shares of Common Stock held for the accounts of Greenlight Gold and Greenlight Gold Offshore.
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vi)
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DME GP may be deemed the beneficial owner of 1,226,936 shares of Common Stock held for the accounts of Greenlight Gold, Greenlight Gold Offshore and the Managed Account.
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vii)
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Mr. Einhorn may be deemed the beneficial owner of 3,412,800 shares of Common Stock. This number consists of: (A) an aggregate of 908,152 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight Qualified, (B) 1,277,712 shares of Common Stock held for the account of Greenlight Offshore, (C) 387,132 shares of Common Stock held for the account of Greenlight Gold, (D) 382,477 shares of Common Stock held for the account of Greenlight Gold Offshore, and (E) 457,327 shares of Common Stock held for the Managed Account.
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Item 4(b)
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Percent of Class:
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Item 4(c)
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Number of shares as to which each such person has voting and dispositive power:
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GREENLIGHT CAPITAL, L.L.C.
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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GREENLIGHT CAPITAL, INC.
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME MANAGEMENT GP, LLC
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME ADVISORS, LP
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By: DME Advisors GP, LLC,
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its General Partner
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME CAPITAL MANAGEMENT, LP
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By: DME Advisors GP, LLC,
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its General Partner
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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DME ADVISORS GP, LLC
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By: /s/ DANIEL ROITMAN
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Daniel Roitman
Chief Operating Officer
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/s/ DANIEL ROITMAN**
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Daniel Roitman, on behalf of David Einhorn
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