FORM OF RVUE HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations • Nevada
This Director and Officer Indemnification Agreement, dated as of May ___, 2010 (this “Agreement”), is made by and between Rvue Holdings, Inc., a Nevada corporation (the “Company”), and ____________________ (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2011 • Rvue Holdings, Inc. • Services-advertising
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of ______________ ___, 2010, among Rvue Holdings, Inc, a Nevada corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 13, 2010, is made by and between RVUE Holdings, Inc., a Nevada corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations • Nevada
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between Rvue Holdings, Inc., a Nevada corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Rvue Holdings, Inc. 2010 Equity Incentive Plan (the “Plan”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of May 13, 2010, by RVUE Holdings, Inc., a Nevada corporation (“Assignor”), and Rivulet International Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
FORM OF SECURITY AGREEMENTSecurity Agreement • October 27th, 2010 • Rvue Holdings, Inc. • Services-advertising • New York
This Security Agreement (the “Agreement”), dated as of ________, 2010, is entered into by and between rVUE, Inc., a Delaware corporation (“Debtor”), the lenders set forth on Schedule I hereto (the “Lenders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 8th, 2015 • Rvue Holdings, Inc. • Services-advertising • Illinois
This Subscription Agreement (this "Agreement") is being delivered to the purchaser identified on the signature page to this Agreement (the "Subscriber") in connection with its investment in rVue Holdings, Inc., a Nevada corporation (the "Company"). The Company is conducting a private placement (the "Offering") of shares of its common stock ("Shares") to accredited investors at a purchase price of $0.07 per Share, up to maximum gross proceeds of $2,000,000 (the "Maximum Amount").
SECURITY AGREEMENTSecurity Agreement • May 15th, 2012 • Rvue Holdings, Inc. • Services-advertising • Florida
This Security Agreement (this “Agreement”) is made as of May 11, 2012 by and among rVue Holdings, Inc., a Nevada Corporation (the “Company”), Theresa M. Roche, as the collateral agent (the “Collateral Agent”) acting in the manner and to the extent described in the Collateral Agent Agreement (hereinafter defined) for the benefit of the noteholder of the Company identified on Schedule A hereto (the “Noteholder”), as well as the Noteholder.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 27th, 2016 • Rvue Holdings, Inc. • Services-advertising • Nevada
This Subscription Agreement (this “Agreement”) is made and entered into by and between Acorn Composite Corp. (the “Subscriber”) and rVue Holdings, Inc., a Nevada corporation (the “Company”), as of January 26, 2016 (the “Effective Date”).
LOPPERT EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of May 13, 2010 (the “Effective Date”) between Rvue Holdings, Inc., a Nevada corporation (the “Company”), and David A. Loppert (“Employee”).
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • May 15th, 2012 • Rvue Holdings, Inc. • Services-advertising • Florida
This Collateral Agent Agreement (this “Agreement”) is made as May 11, 2012, by and among Theresa M. Roche, as the collateral agent (the “Collateral Agent”), and the secured noteholder of rVue Holdings, Inc., a Nevada corporation (the “Company”), identified on Schedule A hereto (the “Noteholder”).
ContractEmployment Agreement • March 1st, 2011 • Rvue Holdings, Inc. • Services-advertising
ASSET PURCHASE AGREEMENT dated as of May 13, 2010 by and among ARGO DIGITAL SOLUTIONS, INC., RVUE, INC. and RVUE HOLDINGS, INC.Asset Purchase Agreement • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of May 13, 2010, by and among Rvue Holdings, Inc., a Nevada corporation (“Purchaser”) and Argo Digital Solutions, Inc., a Delaware corporation (“Seller”) and rVue, Inc., a Delaware corporation (“Rvue”), a wholly owned subsidiary of Seller. Seller and Purchaser are sometimes referred to herein collectively as the “Parties” and each, individually, a “Party.”
Viewpoint Securities, LLC San Diego, CA 92101 June 2, 2010Placement Agent Agreement • March 1st, 2011 • Rvue Holdings, Inc. • Services-advertising • Florida
This letter agreement (the “Agreement”) confirms our understanding with respect to the engagement by rVue Holdings, Inc. (the “Company”) of Viewpoint Securities, LLC (“PA”) as placement agent in connection with the sale of common shares on a best efforts basis through a private placement or similar unregistered transaction on terms that have been or will be determined by the Company and its advisors (the “Transaction”) to investors (the “Investors”). For purposes hereof, the term “Transaction” also includes a convertible loan or other type of investment convertible into or exchangeable for or otherwise linked to the equity of the Company. The term of the Agreement (the “Term”) shall commence on the date hereof and shall expire six (6) months after the date hereof.
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant Agreement • February 1st, 2012 • Rvue Holdings, Inc. • Services-advertising
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
PROMISSORY NOTE PURCHASE AGREEMENTPromissory Note Purchase Agreement • February 1st, 2012 • Rvue Holdings, Inc. • Services-advertising • Florida
This Promissory Note Purchase Agreement (this “Agreement”) is made as of the 27th day of January, 2012 by and among rVue Holdings, Inc., a Nevada corporation (the “Company”), and each of the investors listed on Exhibit A attached to this Agreement (each an “Investor” and together, the “Investors”), and each of the Prior Investors listed on Exhibit H attached to this Agreement (each a “Prior Investor” and together, the “Prior Investors”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
SUBSCRIPTION AGREEMENT made as of this ___ day of _____, 2010, between Rvue Holdings, Inc, a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”)
PROMISSORY NOTE PURCHASE AGREEMENTPromissory Note Purchase Agreement • December 16th, 2011 • Rvue Holdings, Inc. • Services-advertising • Florida
This Promissory Note Purchase Agreement (this “Agreement”) is made as of the 12th day of December, 2011 by and among rVue Holdings, Inc., a Nevada corporation (the “Company”), and each of the investors listed on Exhibit A attached to this Agreement (each an “Investor” and together, the “Investors”).
PROMISSORY NOTE PURCHASE AGREEMENTPromissory Note Purchase Agreement • May 15th, 2012 • Rvue Holdings, Inc. • Services-advertising • Florida
This Promissory Note Purchase Agreement (this “Agreement”) is made as of May 11, 2012 by and among rVue Holdings, Inc., a Nevada corporation (the “Company”), and the Investor listed on Exhibit A.
AMENDMENTPromissory Note Purchase Agreement • May 15th, 2012 • Rvue Holdings, Inc. • Services-advertising • New York
This Amendment dated as of May 10, 2012 (this “Amendment”) hereby amends the following agreements: (i) the Promissory Note Purchase Agreement dated as of January 27, 2012 (the “Purchase Agreement”) by and among rVue Holdings, Inc. (the “Company”) and the investors listed therein (the “Noteholders”), (ii) the Collateral Agent Agreement dated as of January 27, 2012 (the “Collateral Agent Agreement”) by and among the Noteholders and David A. Loppert, as collateral agent, and (iii) the Security Agreement dated as of January 27, 2012 (the “Security Agreement”) by and among the Company, the Noteholders and David A. Loppert, as collateral agent. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant Agreement • May 25th, 2011 • Rvue Holdings, Inc. • Services-advertising
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
rVue Holdings, Inc. 17W220 22nd Street, Suite 200 Oakbrook Terrace, Illinois 60181 March 30, 2016Termination of Securities Purchase Agreement and Convertible Promissory Note • April 4th, 2016 • Rvue Holdings, Inc. • Services-advertising
UNIT SUBSCRIPTION AGREEMENT This Unit Subscription Agreement Supersedes all other Agreements (Revised November 23, 2010)Unit Subscription Agreement • May 25th, 2011 • Rvue Holdings, Inc. • Services-advertising • Florida
THIS UNIT SUBSCRIPTION AGREEMENT made as of this ___ day of ________________, 2010, between Rvue Holdings, Inc, a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
rVUE SERVICES AND LICENSE AGREEMENT BY AND BETWEEN ARGO DIGITAL SOLUTIONS, INC.Services Agreement • December 3rd, 2010 • Rvue Holdings, Inc. • Services-advertising • Florida
This rVUE SERVICES AGREEMENT AND LICENSE (this “Agreement”) is dated as of May 5, 2009, by and between Argo Digital Solutions, Inc., a company organized under the laws of the State of Delaware, with its principal offices at 900 S.E. 3rd Avenue, Third Floor, Fort Lauderdale, Florida 33316, USA , (“ARGO”) and LEVOIP Corporation, a corporation organized under the laws of the State of Washington, with its principal offices at 701 Fifth Avenue, Suite 4200, Seattle, Washington 98104 (“LEVOIP”).
rVue Holdings, Inc. 17W220 22nd Street, Suite 200 Oakbrook Terrace, Illinois 60181 March 31, 2016Termination of Securities Purchase Agreement and Convertible Promissory Note • April 4th, 2016 • Rvue Holdings, Inc. • Services-advertising
PLEDGE AGREEMENTPledge Agreement • October 18th, 2016 • Rvue Holdings, Inc. • Services-advertising • Nevada
This PLEDGE AGREEMENT, dated as of October 11, 2016 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and between rVue Holdings, Inc., a Nevada corporation (the “Pledgor”), in favor of Roche Enterprises, Ltd. (formerly known as Acorn Composite Corporation), a company registered under the laws of Nevada or its assigns (the “Secured Party”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
The undersigned is a current or former director, executive officer, or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Argo Digital Solutions, Inc., a Delaware corporation (the “Company”). The undersigned understands that the Company will sell all or substantially all of its assets pursuant to an Asset Purchase Agreement dated as of the date hereof to Rvue Holdings, Inc., a publicly traded Nevada corporation (“Parent”) in consideration for 12,500,000 shares of Parents common stock, $.001 par value (the “Consideration”) concurrently with a private placement by Parent of a minimum of 40 Units (the “Units”) with each Unit consisting of 125,000 shares of common stock, for a purchase price of $25,000 per Unit (the “Funding Transaction”). The undersigned understands that the Company, Parent and the investors in the Funding Transaction will proceed with the Funding Transaction in r
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2015 • Rvue Holdings, Inc. • Services-advertising • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 7, 2015, is entered into by and between RVUE HOLDINGS, INC., a Nevada corporation (“Company”), and TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 20th, 2009 • Rivulet International, Inc.
FORM OF NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 27th, 2010 • Rvue Holdings, Inc. • Services-advertising • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of ________, 2010, by and between rVUE, Inc., a Delaware corporation (the “Company”), Argo Digital Solutions, Inc., a Delaware corporation (the “Parent”), and each of the lender entities whose names appear on the signature pages hereof. Such lender entities are each referred to herein as a “Lender” and, collectively, as the “Lenders”.
RVUE HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations • Nevada
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________, 20__ (the “Grant Date”), is between RVUE Holdings, Inc., a Nevada corporation (the “Company”), and _______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the RVUE Holdings, Inc. 2010 Equity Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2015 • Rvue Holdings, Inc. • Services-advertising • Illinois
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 6th day of August, 2015 (the “Effective Date”), by and between rVue Holdings, Inc., a Nevada corporation (the “Company”), and Mark Pacchini (the “Executive”).
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • December 16th, 2011 • Rvue Holdings, Inc. • Services-advertising • Florida
This Collateral Agent Agreement (this “Agreement”) is made as of the 12th day of December, 2011, by and among David A. Loppert, as the collateral agent (the “Collateral Agent”), and the secured noteholders of rVue Holdings, Inc., a Nevada corporation (the “Company”), identified on Schedule A hereto (the “Noteholders”).
secured CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • February 1st, 2012 • Rvue Holdings, Inc. • Services-advertising • Florida
For value received, rVue Holdings, Inc., a Nevada company (the “Company”), promises to pay to _________ or his/her/its permitted assign (the “Holder”), the principal sum of ________Dollars ($___,000.00) together with interest thereon from the date of issuance of this Note. Simple interest shall accrue from the date of issuance of this Note on the unpaid principal amount at a rate equal to six percent (6%) per annum based on a 365-day year, payable upon maturity; provided, however, that upon the occurrence of, and during the continuance of, an Event of Default (as defined herein), interest shall accrue from the date of such Event of Default on the unpaid principal amount of this Note at a rate equal to six percent (6%) per annum, based on a 365-day year. This Note is issued pursuant to, and is subject to the terms and conditions of, that certain Promissory Note Purchase Agreement dated as of the date hereof by and between the Company and the Holder (the “Purchase Agreement”) and one of
ContractSecurity Agreement • October 27th, 2010 • Rvue Holdings, Inc. • Services-advertising • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
