SECURITY AGREEMENTSecurity Agreement • December 16th, 2011 • Rvue Holdings, Inc. • Services-advertising • Florida
This Security Agreement (this “Agreement”) is made as of the 12th day of December, 2011 by and among rVue Holdings, Inc., a Nevada corporaration (the “Company”), David A. Loppert, 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 noteholders of the Company identified on Schedule A hereto (the “Noteholders”), and the Noteholders.
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”).
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 • December 16th, 2011 • 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 ($ ) 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 eight percent (8%) 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 a series of Convertible
