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”).
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 • 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”).
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.”
RAMPartners SA CH-1204 Geneva, Switzerland May 1, 2010Letter Agreement • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This letter agreement (the “Agreement”) confirms our understanding with respect to the engagement by Rvue, Inc. (the “Company”) of RAMPArtners SA (“PA”) as a 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.
LOPPERT EMPLOYMENT AGREEMENTLoppert Employment 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 19th, 2010 • rVue Holdings, Inc. • Retail-auto dealers & gasoline stations
IN WITNESS WHEREOF, the undersigned Investor has executed this Agreement as of the date, month and year that such Investor became the owner of Registrable Securities.
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription 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”)
KATES EMPLOYMENT AGREEMENTKates Employment 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 Jason M. Kates (“Employee”).
FORM OF LOCK-UP AGREEMENTUp 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
RVUE HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTEquity Incentive Plan • 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”).
