NYSE American Company Guide,Sec. 341.ACQUISITION OF A LISTED ISSUER BY AN UNLISTED ENTITY


If a listed issuer engages in a Reverse Merger (as defined below), it will be eligible for continued listing on the Exchange only if the post-transaction entity meets the standards for initial listing.

For the purposes of this provision, a “Reverse Merger” is a transaction or series of transactions whereby a listed issuer combines with, or into, an entity not listed on the Exchange, resulting in a change of control of the listed issuer and potentially allowing such unlisted entity to obtain an Exchange listing. In determining whether a change of control constitutes a Reverse Merger, the Exchange will consider all relevant factors, including, but not limited to, changes in the management, board of directors, voting power, ownership, and financial structure of the listed issuer. The Exchange will also consider the nature of the businesses and the relative size of both the listed issuer and the unlisted entity.

The Exchange will refuse to list additional securities of a listed issuer in connection with a Reverse Merger unless the post-transaction entity meets the standards for initial listing and the listed issuer obtains shareholder approval of the issuance of such securities as required by Section 713(b). In addition to the applicable per share fee for additional listings set forth in Section 142, there is a one-time charge of $10,000 for listings of additional securities in connection with Reverse Mergers unless the effective date of the Reverse Merger occurs within 24 months following initial listing on the Exchange in which case there is a one-time charge of $5,000 for listings of additional securities and no per share fee for additional listings.

The Exchange should be consulted whenever a listed issuer is contemplating a transaction or series of transactions that could constitute a Reverse Merger. If the Exchange determines that a transaction or series of transactions constitute a Reverse Merger, the listed issuer must submit an initial listing application for the post-transaction entity with sufficient time to allow the Exchange to complete its review before the effective date of the Reverse Merger. If the initial listing application has not been approved prior to the effective date of the Reverse Merger, the Exchange will issue a Staff Determination Letter as set forth in Section 1202 and begin delisting proceedings pursuant to Part 12.

Adopted.

February 6, 2002 (Amex-2001-100).

Amended.

May 8, 2002 (Amex-2001-47).

January 12, 2007 (Amex-2007-03).

May 31, 2007 (Amex-2006-99).

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