-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PgCayLAfKjvLFIJKbJkkKQrWL9VknMxOYJnNNkiXtWJ8pfP3RP7GEidtqtHKxzE7 X6IchdcFrBE+ch2LjYKT2w== 0001144204-03-006546.txt : 20031029 0001144204-03-006546.hdr.sgml : 20031029 20031029121151 ACCESSION NUMBER: 0001144204-03-006546 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031029 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEATING REVERSE MERGER FUND LLC CENTRAL INDEX KEY: 0001260532 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1090 CITY: GREENWOOD VILLINGE STATE: CO ZIP: 80111 BUSINESS PHONE: 720-889-0131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROLOGUE CENTRAL INDEX KEY: 0001108699 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 870412110 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79302 FILM NUMBER: 03962763 BUSINESS ADDRESS: STREET 1: 3340 DEL VERDE AVENUE CITY: SALT LAKE CITY STATE: UT ZIP: 84109 BUSINESS PHONE: 8014840930 MAIL ADDRESS: STREET 1: 3340 DEL VERDE AVENUE CITY: SALT LAKE CITY STATE: UT ZIP: 84109 SC 13D 1 v00378_sc13d.txt Schedule 13D SEC 1746 (11-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. . . 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ________)* Prologue ---------------- (Name of Issuer) Common Stock, par value $0.001 ------------------------------ (Title of Class of Securities) 74340P108 -------------- (CUSIP Number) Keating Reverse Merger Fund, LLC 5251 DTC Parkway, Suite 1090 Greenwood Village, CO 80110-2739 (720) 889-0131 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 9, 2003 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7 for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. .................................. 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Keating Reverse Merger Fund, LLC ................................................................................ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a)............................................................................. (b)............................................................................. 3. SEC Use Only ................................................................................. 4. Source of Funds (See Instructions) WC .......................................................................... 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ................. 6. Citizenship or Place of Organization Delaware .......................................................................... Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 38,380,000 .......................................................................... 8. Shared Voting Power Not Applicable .......................................................................... 9. Sole Dispositive Power 38,380,000 .......................................................................... 10. Shared Dispositive Power Not Applicable .......................................................................... 11. Aggregate Amount Beneficially Owned by Each Reporting Person 38,380,000 ......................................................................... 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ........... 13. Percent of Class Represented by Amount in Row (11) 76% .............................................................. 14. Type of Reporting Person (See Instructions) OO - Limited Liability Company ................................................................................. ................................................................................. ................................................................................. ................................................................................. ................................................................................. Item 1. Security and Issuer The class of equity securities to which this Statement on Schedule 13D relates is the common stock $0.001 par value (the "Issuer Common Stock") of Prologue, a Utah corporation (the "Issuer"). The principal executive office of the Issuer is 645 Beachland Boulevard, Vero Beach, Florida 32963 Item 2.Identity and Background (a) This statement on Schedule 13D is filed on behalf of the Keating Reverse Merger Fund, LLC, (the "Reporting Entity") as the direct beneficial owner of the shares of the Issuer's Common Stock. The Managing Member of the Reporting Entity is Timothy J. Keating. (b) The Reporting Entity is a limited liability company under the laws of the State of Delaware. The Reporting Entity's business address is 5251 DTC Parkway, Suite 1090, Greenwood Village, CO 80111-2739. (c) The Reporting Entity is an institutional investor. (d) During the past five (5) years, none of the Reporting Entity or, to the best of its knowledge, any of its officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five (5) years, none of the Reporting Entity or, to the best of its knowledge, any of its officers or directors, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The citizenship of the Reporting Entity is the United States. Item 3. Source and Amount of Funds or Other Consideration The Reporting Entity acquired 38,380,000 shares of the Issuer's Common Stock from Joyce R. Avery on September 9, 2003 in exchange for a purchase price of $170,000.00. The funds used for the purchase have been provided from the Reporting Entity's working capital. Item 4. Purpose of Transaction The Reporting Entity acquired the Issuer's common stock for investment purposes and with the intent of acquiring control of the Issuer. The Reporting Entity will engage in seeking a suitable acquisition or merger for the Issuer. At of this filing the Reporting Entity, except as set forth below, does not have any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer except that the Reporting Entity may, depending upon prevailing market prices or conditions, decide to increase or decrease its position in the Issuer through open market or privately negotiated transactions with third parties (b) At the time of the event which required the filing of this report the Reporting Entity had no plans or proposals relating to an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries. On September 30, 2003 the Reporting Entity entered into a Letter of Intent to acquire uWink, Inc., a Delaware corporation ("uWink). There is no assurance that this transaction will be successfully completed. (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board except that in connection with the acquisition of the Issuer's Common Stock by the Reporting Entity, the sole director appointed Kevin R. Keating to fill two vacancies on the Board and subsequently tendered his resignation, resulting in Kevin R. Keating being the sole director of the Issuer (e) Any material change in the present capitalization or dividend policy of the issuer except that the Issuer, intends to undertake a reverse split of the Issuer's issued outstanding and reserved common stock with a ration of 1 post-split share for every 200 pre-split shares resulting in there being approximately 250,000 shares outstanding after the reverse split. (f) Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) The Reporting Entity owns an aggregate of 38,380,000 shares of the Issuer's Common Stock, representing approximately 76% of the total shares of the Issuer's common stock deemed outstanding. (b) The Reporting Entity has sole power to vote or to direct the vote of and sole power to dispose of the 38,380,000 shares of the Issuer's Common Stock. (c) Except as described above, there have been no other transactions in the Issuer's securities effected by the Reporting Entity. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities of the Issuer. Item 6.The Reporting Entity does not have any contracts, arrangements, understandings or relationships with respect to securities of the Issuer. Item 7. Material to Be Filed as Exhibits. The following documents are filed as exhibits: 1. Securities Purchase Agreement dated September 9, 2003 between the Keating Reverse Merger Fund, LLC and Joyce R. Avery. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 28, 2003 Keating Reverse Merger Fund, LLC. A Delaware limited liability company By: /s/ Timothy J. Keating ----------------------- Timothy J. Keating Managing Member EX-1 3 v00378_ex-1.txt SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made and entered into this 9th day of September, 2003 by and between Joyce R. Avery, an individual ("Seller"), and the KEATING REVERSE MERGER FUND, a Delaware limited liability company ("Purchaser"). R E C I T A L S A. Seller owns 38,380,000 shares of the $.001 par value common stock ("Common Stock") of Prologue ("PRGU"), a Utah corporation. B. The Shares constitute at least a majority of the outstanding shares of capital stock and voting equity of PRGU. C. Seller wishes to sell to Purchaser, and Purchaser desires to purchase from Seller, the Shares subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, the parties agree as follows: A G R E E M E N T 1. Incorporation of Recitals. The foregoing Recitals are incorporated herein by this reference. 2. Sale and Purchase of the Shares. Subject to the terms and conditions hereof, at the Closing, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Shares for an aggregate purchase price of $170,000.00 (the "Purchase Price"). 3. Conditions to Closing. 3.1 Satisfactory due diligence review of PRGU by Purchaser 3.2 Purchaser will be responsible for no more than $1,000 of PRGU's total liabilities 4. Closing. 4.1 The purchase and sale of the Shares (the "Closing") shall take place at the office of Purchaser, 383 Inverness Parkway, Suite 100, Englewood, Colorado, at 1:00 p.m., Colorado time, on the date of execution of this Agreement or by escrow as stated in Section 4.4. 4.2 At the Closing, Seller shall deliver to Purchaser (a) an executed copy of this Agreement, (b) a certificate representing the Shares, accompanied by a duly endorsed stock power, with signature medallion guaranteed, in form and substance satisfactory to Purchaser, and (c) the resignations of the Directors and Officers of PRGU. 1 4.3 At the Closing, Purchaser will transfer by wire the sum of $170,000 to Joyce R. Avery's bank account at Bank One, 2855 East 3300 South, Salt Lake City, Utah 84109, telephone (801) 481-5213, routing #124001545 9114142923836. 4.4. The Seller will deliver to Aaron A. Grunfeld, Esq., Resch, Polster, Alpert & Berger LLP, 10390 Santa Monica Boulevard, 4th Floor, Los Angeles, California 90025, telephone (310) 277-8300, the items required by Section 4.2. Upon receipt of a copy of this Agreement executed by the Purchaser, along with instructions for the transfer of $170,000, Mr. Grunfeld will cause the funds to be transferred to the account of Joyce R. Avery as detailed in Section 4.3, and then deliver the items provided by Seller to the Purchaser upon confirmation that the monies have been satisfactorily transferred. 5. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows: 5.1 Validity; Title. The Shares, when sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. Seller owns, beneficially and of record, good and marketable title to the Shares, free and clear of all security interests, liens, adverse claims, encumbrances, proxies, options or stockholders' agreements. At the Closing, Seller will convey to Purchaser good and marketable title to the Shares, free and clear of any security interests, liens, adverse claims, encumbrances, proxies, options or stockholders' agreements. 5.2 Organization and Good Standing. PRGU is a corporation duly organized, validly existing and in good standing under the laws of Utah. PRGU is not conducting business in any other jurisdiction. 5.3 Capitalization. PRGU's authorized capital stock consists of (a) 50,000,000 shares of common stock, $0.001 par value per share, 50,000,000 of which are issued and outstanding. All of the issued and outstanding shares of PRGU common stock were duly authorized for issuance and are validly issued, fully paid and non-assessable. There are no options, warrants or other rights to purchase securities which are issued and outstanding. 5.4 Subsidiaries. PRGU has no subsidiaries. 5.5 No Conflicts. Neither the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby, nor compliance by Seller with any of the provisions hereof, will (a) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Seller is a party or by which Seller or its property may be bound or (b) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller. 5.6 SEC Documents. Seller hereby makes reference to the following documents filed by PRGU with the United States Securities and Exchange Commission (the "SEC"), as posted on the SEC's website, www.sec.gov (collectively, the "SEC Documents"): (a) Annual Reports on Form 10-KSB for the 2 fiscal years ended December 31, 2002 and 2001; (b) Quarterly Reports on Form 10-QSB for the periods ended June 30, 2003, March 31, 2003, September 30, 2002, and June 30, 2002, and (c) Current Reports on Form 8-K filed with the SEC. The SEC Documents constitute all of the documents and reports that PRGU was required to file with the SEC pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since September 30, 2001. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PRGU included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of PRGU as of the dates thereof and its statements of operations, shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were and are not expected to have a material adverse effect on PRGU, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated balance sheet of PRGU at June 30, 2003, including the notes thereto, and liabilities and obligations incurred by PRGU in the ordinary course of its business since June 30, 2003, which do not exceed $1,000 in the aggregate, PRGU has no material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not). 5.7 Financial Statements. 5.7.1. Included in the SEC Documents are the audited consolidated balance sheet of PRGU and its subsidiaries at December 31, 2002, and the related consolidated statements of operations and shareholders' equity (deficit), and cash flows for the year then ended, together with the unqualified report thereon (except with respect to continuation as a going concern) of Seller, independent auditor (collectively, "PRGU's Audited Financials"). 5.7.2. Included in the SEC Documents are the unaudited balance sheet of PRGU and its subsidiaries as of June 30, 2003 and the related consolidated statements of operations and shareholders' equity (deficit) for the six months ended June 30, 2003, as reviewed by Seller ("PRGU's Interim Financials"). 5.7.3. PRGU's Audited Financials and PRGU's Interim Financials (collectively "PRGU's Financial Statements") are (i) in accordance with the books and records of PRGU, (ii) correct and complete, (iii) fairly present the financial position and results of operations of PRGU as of the dates indicated, and (iv) prepared in accordance with U.S. GAAP (except that (x) unaudited financial statements may not be in accordance with U.S. GAAP because of the absence of footnotes normally contained therein, and (y) interim (unaudited) financials are subject to normal year-end audit adjustments that in the aggregate will not have a material adverse effect on PRGU, its business, financial condition or results of operations). 3 5.8 Events Subsequent to Financial Statements. Except as set forth on Schedule 5.9 or as reflected in the Quarterly Reports on Form 10-QSB for the periods ended June 30, 2003 and March 31, 2003 since December 31, 2002: (a) PRGU has not entered into any transaction or contract or conducted any business other than seeking a business combination or other strategic transaction; (b) PRGU has not failed to pay and discharge its current liabilities in the ordinary course of business consistent with past practice; (c) PRGU has not incurred any indebtedness or liability or assumed any obligations; (d) PRGU has not waived or released any right of any material value; (e) PRGU has not paid any compensation or benefits to officers or directors of PRGU; (f) PRGU has not made or authorized any amendment in the Certificate of Incorporation or Bylaws of PRGU; and (g) there has been no material adverse change in the condition (financial or otherwise) of the properties, assets, liabilities or business of PRGU. 5.9 Public Listing of PRGU. PRGU has never been listed on any national stock exchange or national market system in the United States or elsewhere except the Nasdaq OTC Pink Sheets and Bulletin Board. 5.10 Litigation. There is no suit, action, proceeding, investigation, claim or order pending or, to the knowledge of Seller, overtly threatened against PRGU (or to the knowledge of Seller, pending or threatened, against any of the officers or directors of PRGU with respect to their business activities on behalf of PRGU), or to which PRGU is otherwise a party, before any court, or before any governmental department, commission, board, agency, or instrumentality; nor to the knowledge of Seller is there any reasonable basis for any such action, proceeding or investigation. 5.11 Governmental Consents. All consents, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any U.S., federal or state governmental authority on the part of Seller required in connection with the consummation of the transactions contemplated herein shall have been obtained prior to and be effective as of the Closing. 5.12 Third Party Consents. All third party consents, approvals, orders or authorizations required to be obtained by Seller in connection with the consummation of the transactions contemplated herein have been obtained. 5.13 Disclosure. The representations and warranties and statements of fact made by Seller in this Agreement are accurate, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading. 4 6. Representations and Warranties of Purchasers. Purchaser hereby represents and warrants to Seller as follows: 6.1 Investment and Related Representations. 6.1.1 Shares as "Restricted" Securities. Purchaser is aware that neither the Shares nor the offer or sale thereof to the Purchaser have been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any foreign or state securities law. Purchaser further understands that no registration statement has been filed with the Securities and Exchange Commission ("SEC"), nor with any other U.S. or foreign regulatory authority and that, as a result, any benefit which might normally accrue to an investor such as the Purchaser by an impartial review of such a registration statement by the SEC or other regulatory commission will not be forthcoming. Purchaser acknowledges that the Shares are being offered pursuant to certain exemptions from Section 5 of the Securities Act for offers and sale of securities not involving an issuer, underwriter or dealer. Purchaser understands that the Shares are "restricted" securities under U.S. federal securities laws inasmuch as they are being acquired from an affiliate of the issuer and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Purchaser represents that he is familiar in general with Rule 144 under the Securities Act (which provides generally for a one year holding period and limitations on the amount of "restricted" securities that can be sold in compliance with the rule upon completion of the holding period), and understands the resale limitations imposed thereby and by the Securities Act. Purchaser understands that each certificate representing the Shares and any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger or similar event (unless no longer required in the opinion of counsel for PRGU) shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend that may now or hereafter be required by applicable state law): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (AS AMENDED, "THE ACT") OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERED OR SOLD UNLESS AN EXEMPTION FROM SUCH REGISTRATION STATEMENT PROVISIONS IS AVAILABLE. (THE ISSUER AND OR ITS TRANSFER AGENT HAVE AN OPTION TO REQUIRE THAT THE AVAILABILITY OF AN EXEMPTION BE ESTABLISHED BY AN OPINION OF COUNSEL WHICH IS SATISFACTORY TO THEM. Purchaser agrees that he will not sell any portion of Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. Purchaser understands that PRGU shall refuse to transfer the Shares except in accordance with the restrictions and agreements of Purchaser set forth in this Section 6.1. 6.1.2 Investment Representation. The Shares are being acquired by Purchaser pursuant to this Agreement for investment and not with a view to the public resale or distribution thereof unless pursuant to an effective registration statement or exemption under the Securities Act. 5 6.1.3 No Public Solicitation. Purchaser is acquiring the Shares after private negotiation and has not been attracted to the acquisition of the Shares by any press release, advertising or publication. 6.1.4. Investor Sophistication and Ability to Bear Risk of Loss. Purchaser acknowledges that he is able to protect his interests in connection with the acquisition of the Shares and can bear the economic risk of investment in such securities without producing a material adverse change in Purchaser's financial condition. Purchaser otherwise has such knowledge and experience in financial or business matters that Purchaser is capable of evaluating the merits and risks of the investment in the Shares. 6.3 No Conflicts. Neither the execution and delivery of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby, nor compliance by Purchaser with any of the provisions hereof, will (a) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser or his property may be bound or (b) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser. 6.4 Governmental Consents. All consents, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any U.S., federal or state governmental authority on the part of Purchaser required in connection with the consummation of the transactions contemplated herein shall have been obtained prior to and be effective as of the Closing, except that Purchaser shall be required to file with the SEC following the Closing a Schedule 13D and such other documents as may be required by the SEC and other legal entities, including the filing of all appropriate Information Statements within 30 days of closing of this transaction. 6.5 Third Party Consents. All third party consents, approvals, orders or authorizations required to be obtained by Purchaser in connection with the consummation of the transactions contemplated herein have been obtained. 7. Indemnification. Each of Seller and Purchaser hereby agrees to indemnify and hold harmless the other and each of the other's affiliates and each of their respective officers, directors, partners, members, managers, shareholders, employees and agents from and against any and all losses, claims, damages, judgments, penalties, liabilities and deficiencies, and agrees to reimburse the other for all reasonable out-of-pocket expenses (including reasonable fees and expenses of legal counsel), in each case promptly as incurred by the other, to the extent arising out of or in connection with (a) any material misrepresentation or material breach of any of the other's representations or warranties contained in this Agreement; (b) any failure by the other to perform any of its covenants, agreements, undertakings or obligations set forth in this Agreement, or (c) any operations of PRGU or transactions involving PRGU or any Subsidiary occurring (i) in the case of the indemnification by Seller, prior to the Closing Date, or (ii) in the case of the indemnification by Purchaser, on or after the Closing Date. 6 8. Miscellaneous. 8.1 Cumulative Remedies. Subject to Section 6, any person having any rights under any provision of this Agreement will be entitled to enforce such rights specifically, to recover damages by reason of any breach of any provision of this Agreement, and to exercise all other rights granted by law, which rights may be exercised cumulative and not alternatively. 8.2 Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. 8.3 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement or the other documents. 8.4 Counterparts. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts when taken together will constitute one and the same agreement. 8.5 Notices. Any approvals, consents or notices required or permitted to be sent or given shall be delivered in writing personally or mailed, certified mail, return receipt requested, to the following addresses and shall be deemed to have been received within five days after such mailing: If to PURCHASER: Keating Reverse Merger Fund, a Delaware limited liability company 383 Inverness Parkway, Suite 100 Englewood, CO 80112 If to SELLER: Joyce R. Avery 3340 East Del Verde Avenue Salt Lake City, UT 84109 8.6 Litigation Costs. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions thereof, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled. 8.7 Entire Agreement. This Agreement, together with the attached letter designated as Addendum A, constitutes the entire agreement and understanding of the parties with respect to the subject matter thereof, and supersedes all prior and contemporaneous agreements and understandings. 7 8.8 Governing Law. This Agreementshall be governed by and interpreted and construed in accordance with the laws of the State of Colorado, without regard to the conflicts of laws principles thereof. [Signature Page Follows] 8 IN WITNESS WHEREOF, each of the parties to this Agreement has executed or caused this Agreement to be executed as of the date first above written. "SELLER" /s/ JOYCE R. AVERY ------------------------------- JOYCE R. AVERY, AN INDIVIDUAL "PURCHASER" /s/ TIMOTHY J. KEATING ------------------------------------ TIMOTHY J. KEATING MANAGING MEMBER KEATING REVERSE MERGER FUND, LLC 9 -----END PRIVACY-ENHANCED MESSAGE-----