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•	shares sold by the shareholder or any of the shareholder’s affiliates in any transaction that has not been settled or closed;

•	shares borrowed by the shareholder or any of the shareholder’s affiliates for any purposes or purchased by the shareholder or any of the shareholder’s affiliates pursuant to an agreement to resell; or

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shares subject to any option, warrant, forward contract, swap, contract of sale or other derivative or similar agreement entered into by the shareholder or any of its affiliates, in any such case which instrument or agreement has or is intended to have the purpose or effect of (1) reducing in any manner the shareholder’s or its affiliates’ full right to vote or direct the voting of any such shares, or (2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of the shares.

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•	verification of the shareholder’s ownership of shares of our common stock as of the date of the submission of the nomination and continuous qualifying ownership through the record date for the annual meeting;

•	a copy of the shareholder’s notice on Schedule 14N that has been filed with the SEC;

•	information regarding the shareholder nominee that is required to be disclosed in the proxy statement;

•	the written consent of the shareholder nominee to (1) being named in our proxy materials, (2) serving as a director, if elected, and (3) the public disclosure of information about the nominee that has been provided to us; and

•	certain information regarding the nominating shareholder.

•	lack of intent to change or influence control of Republic;

•	intent to maintain qualifying ownership through the annual meeting date;

•	refraining from nominating any person for election to the Board other than the shareholder’s nominees submitted through the proxy access process;

•	intent to be present in person or by proxy to submit the shareholder’s nomination at the annual meeting;

•	engaging or participating only in the solicitation of the shareholder’s nominees or Board nominees;

•	not distributing any form of proxy for the annual meeting other than the form distributed by Republic;

•	complying with solicitation rules and assuming liabilities related to and indemnifying us against losses arising out of the nomination;

•	the accuracy and completeness of all facts, statements and other information provided to us; and

•	recalling any outstanding shares that have been loaned to another person by or on behalf of the shareholder that are to be counted for purposes of determining the shareholder’s qualifying ownership and eligibility to nominate directors, upon being notified that any of the shareholder’s nominees will be included in our proxy materials.

•	understands his or her duties as a director under the Delaware General Corporation Law (the “DGCL”);

•	is not and will not become a party to any agreement or understanding with any person or entity as to how the nominee will act or vote on any issue if elected as a director;

•	is not and will not become a party to any agreement or understanding with any person or entity other than Republic with respect to any direct or indirect compensation, reimbursement or indemnification in connection with the nominee’s candidacy for director that has not been disclosed to Republic;

•	is not and will not become a party to any agreement or understanding with any person or entity other than Republic with respect to any direct or indirect compensation, reimbursement or indemnification in connection with the nominee’s service as a director;

•	if elected as a director, will comply with all applicable laws and stock exchange listing standards and our policies and guidelines applicable to directors;

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•	will provide facts and other information in all communications with us and our shareholders that are true and correct in all material respects and do not omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading; and

•	will act as a representative of all Republic shareholders while serving as a director.

•	the shareholder who has nominated such nominee has engaged or is engaging in, or has been or is a participant in another person’s, solicitation in support of the election of any individual as a director at the annual meeting other than its shareholder nominee(s) or a nominee of the Board;

•	the nominee is or becomes a party to any agreement or understanding with any person or entity other than Republic with respect to any direct or indirect compensation, reimbursement or indemnification in connection with the nominee’s candidacy for director or service that the nominee does not promptly disclose to Republic;

•	the nominee is or becomes a party to any agreement or understanding with any person or entity other than Republic with respect to any direct or indirect compensation, reimbursement or indemnification in connection with the nominee’s service as a director;

•	the nominee is not independent, as determined by the Board;

•	the nominee’s election to the Board would cause us to violate our bylaws, certificate of incorporation or corporate governance guidelines, the rules and listing standards of the New York Stock Exchange, or any applicable state or federal law, rule or regulation;

•	the nominee is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914;

•	the nominee is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past 10 years;

•	the nominee or the nominating shareholder provides us information in respect of the nomination that was untrue in any material respect or omitted to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, as determined by the Board or any committee thereof;

•	the nominating shareholder or the nominee fails to comply with its obligations under the Proxy Access Bylaw; or

•	the nomine is subject to any order of the type specified in Rule 506(d) of Regulation D.

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•	any derivative action or proceeding brought on behalf of the Company;

•	any action asserting a claim of breach of a fiduciary duty owed by any director, officer, shareholder, employee or agent of the Company to the Company or its shareholders;

•	any action asserting a claim against the Company or any director, officer, shareholder, employee or agent of the Company arising out of or related to any provision of the Delaware General Corporation Law (the “DGCL”) or our certificate of incorporation or bylaws or as to which the DGCL confers jurisdiction upon the Chancery Court;

•	any action asserting a claim governed by the internal affairs doctrine; and

•	any other action to assert a claim against the Company or any director, officer, shareholder, employee or agent of the Company that constitutes an “internal corporate claim” as defined by Section 115 of the DGCL.

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