Listing on NASDAQ Capital Market. A registration statement pursuant to Section 12(b) of the Exchange Act to register the Common Stock thereunder has been declared effective by the Commission pursuant to the Exchange Act, and the Common Stock is duly registered thereunder. The Shares are listed on Nasdaq. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from Nasdaq, nor has the Company received any notification that the Commission or Nasdaq is contemplating terminating such registration or listing, except as set forth in the Registration Statement, the Disclosure Package and the Prospectus. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company has complied in all material respects with the applicable requirements of Nasdaq for maintenance of listing of the Common Stock thereon.
Listing on NASDAQ Capital Market. Seller’s Common Stock is listed on the NASDAQ’s Capital Market and the Seller will use its best efforts to retain such listing in good standing until the closing of the transactions contemplated herein, without there being imposed any warning or limitation by NASDAQ such as a non-compliance event or citation with respect to NASDAQ’s listing requirements. On September 15, 2009 Seller received a notice from The NASDAQ Stock Market indicating that the closing bid price of its common stock had fallen below $1.00 for the 30 consecutive business days from August 5, 2009 to September 14, 2009, and therefore, the Company was not in compliance with NASDAQ Listing Rule 5550(a)(2) as of September 14, 2009. NASDAQ provides an automatic 180 day grace period, through March 15, 2010, to regain compliance with the Bid Price Rule by maintaining a closing bid price of $1.00 per share for a minimum of ten consecutive business days. At that time, if the company has not regained compliance, it may be eligible for an additional grace period if it meets the initial listing standards, with the exception of bid price, for The NASDAQ Capital Market, or it may appeal to the NASDAQ Listing Qualifications panel, or it may file a plan to regain compliance.
Listing on NASDAQ Capital Market. OraLabs is listed on the NASDAQ Capital Market and except as set forth on Schedule 5.24, is in compliance with the listing standards, rule and regulations of the NASDAQ Capital Market.
Listing on NASDAQ Capital Market. As a result of the resignation of the third independent director of OraLabs, OraLabs does not comply with the requirement that there be three independent directors on the Audit Committee. Schedule 10.7 FORM OF VOTING AGREEMENT WITH GARY H. SCHLATTER to STOCK EXCHANGE AGREEMENT Dated March 31, 2006 EXHIBIT A (form of indemnification agreement) INDEMNIFICATION AGREEMENT This Agreement is made and entered into this 31st day of March 2006, by and between Partner Success Holdings Limited ("PSHL"), and OraLabs, Inc. (the "Company"), a wholly-owned subsidiary of OraLabs Holding Corp. ("OraLabs").
