JILL KELLY PRODUCTIONS HOLDING, INC. - SB-2 - 20040514 - UNDERTAKINGS
Exhibit
Number
Description
10.16
—
Consulting Agreement, dated as of August 5, 2003, among Jill Kelly
Productions Holdings, Inc., Maximum Ventures, Inc. and Corporate
Builders, L.P.
10.17
—
Factoring Agreement, dated as of March 29, 2001, among Summit Financial
Resources, L.P., and J.K. Distribution, Inc. and Jill Kelly Productions,
Inc.
10.18
—
Licensing Agreement regarding video rights, dated as of September 23,
2003, between Jill Kelly Productions, Inc. and Global Distributors
Netherlands B.V.
10.19
—
Employment Agreement, dated as of September 1, 2003, with Robert A.
Friedland (to be filed by amendment)
10.20
—
Employment Agreement, dated as of September 1, 2003, with Adrianne D.
Moore (to be filed by amendment)
10.21
—
Employment Agreement, dated as of
September 1, 2003, with Ronald C. Stone (to be filed by
amendment)
11.1
—
Statement re: Computation of Per Share Earnings (to be filed by
amendment)
21.1
—
List of Subsidiaries of Jill Kelly Productions Holding, Inc.
23.1
—
Consent of Sherb & Co. regarding Jill Kelly Productions Holdings, Inc.
and Jill Kelly Productions, Inc.
23.2
—
Consent of Klehr, Harrison, Harvey, Branzburg & Ellers LLP
Item 28. Undertakings.
(a) We shall undertake to:
(1) File, during any period in which we offers or sales securities,
a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement (or the most
recent post-effective amendment thereof).
(iii) Include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) For determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time
to be the initial
bona fide
offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at then end of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of our company pursuant to any provisions contained in our Articles of
Incorporation, By-Laws, or otherwise, we have been advised that in the opinion
of the Security and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of our company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether indemnification by us is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(c) We further undertake that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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