UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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NeuBase Therapeutics, Inc.
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Common Stock, par value $0.0001 per share
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64132K102
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July 12, 2019
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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, 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
957,331 shares
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7 Sole
Dispositive Power
0 shares
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||||
8 Shared
Dispositive Power
957,331 shares
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||||
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
957,331 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)
5.6%
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12
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Type of Reporting Person (See Instructions)
IA
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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
581,131 shares
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||
7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
581,131 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
581,131 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)
3.4%
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12
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Type of Reporting Person (See Instructions)
IA
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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
|
|
6 Shared
Voting Power
581,131 shares
|
||
7 Sole
Dispositive Power
0 shares
|
||
8 Shared
Dispositive Power
581,131 shares
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
581,131 shares
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
11
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Percent of Class Represented by Amount in Row (9)
3.4%
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12
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Type of Reporting Person (See Instructions)
HC
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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
|
|||
6 Shared
Voting Power
1,538,462 shares
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||||
7 Sole
Dispositive Power
0 shares
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||||
8 Shared
Dispositive Power
1,538,462 shares
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||||
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,538,462 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)
9.0%
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12
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Type of Reporting Person (See Instructions)
HC
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Item 1.
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(a)
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Name of Issuer
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NeuBase Therapeutics, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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800 Third Avenue, 11th Floor, New York, NY 10022
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Item 2.
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(a)
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Name of Person Filing
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Greenlight Inc.
DME CM
DME GP
David Einhorn
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(b)
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Address of Principal Business Office or, if none, Residence
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The principal business office of each the Reporting
Persons is 140 East 45th Street, 24th Floor, New York, New York 10017.
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(c)
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Citizenship
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Greenlight Inc. is a corporation organized under the laws of the State of Delaware.
DME CM is a limited partnership organized
under the laws of the State of Delaware.
DME GP is a limited liability company organized under the laws of the State of Delaware.
David Einhorn is a United States citizen
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(d)
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Title of Class of Securities
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Common Stock, par value $0.0001 per share
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(e)
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CUSIP Number
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64132K102 |
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[X]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certifications
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and among the Reporting Persons.
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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 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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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 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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