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Initial Public Offering


NYSE

American LLC

Sample Listing Application

11 Wall Street

Initial Public Offering

New York, New York

10005



ORIGINAL LISTING APPLICATION

Amended__________

No._____________

Approved on__________

Date______________


IPO CORPORATION
5620 Main Street
Anytown, New York 10621
Telephone (212) 555-5000


IPO CORPORATION (the “Company”) hereby makes application to the NYSE American LLC for the listing of:

10,000

issued and outstanding shares of its common stock, par value $1.00 per share and for the authority to add to the list, upon official notice of issuance:

1,150,000

additional shares of its common stock to be issued pursuant to the Company's initial public offering (including the Underwriter's over-allotment option of 150,000 shares); plus

1,000,000

additional shares of its common stock upon exercise of warrants (expiring 4/15/___); plus

40,000

additional shares of its common stock upon conversion of the Company's outstanding Series A preferred Stock; making a total of:

3,000,000

shares of said common stock, the listing of which is herein applied for (of a total authorized issue of 10,000,000 shares).

Other than the unissued reserved shares of common stock herein applied for, there are no authorized but unissued shares of common stock reserved for issuance for any specific purpose.


PROSPECTUS

Attached hereto and incorporated herein by reference is a copy of the Company's Prospectus dated __________________________ (the “Prospectus”) used in connection with the sale of common stock. An index appears on page 40 thereof. All of the common stock has been sold and the net proceeds of $__________ million are being applied as set forth on page 4 of the Prospectus. There have been no material developments affecting the Company since the date of the Prospectus.

The undersigned hereby certifies that the statements made herein and the papers and exhibits submitted in support hereof are, to the best of such person's knowledge and belief, true and correct.


IPO CORPORATION


By:________________________________________

Duly Authorized Officer


*

Amended to reflect completion of the offering.

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