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”).
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”.
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.
