SECURITY AGREEMENTSecurity Agreement • February 1st, 2012 • Rvue Holdings, Inc. • Services-advertising • Florida
This Security Agreement (this “Agreement”) is made as of the 27th day of January, 2012 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.
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • February 1st, 2012 • Rvue Holdings, Inc. • Services-advertising • Florida
This Collateral Agent Agreement (this “Agreement”) is made as of the 27th day of January, 2012, 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”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATERvue Holdings, Inc. • February 1st, 2012 • 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”).
secured CONVERTIBLE PROMISSORY NOTERvue Holdings, Inc. • February 1st, 2012 • 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
