8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 11, 2016

_____________________________

RVUE HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

_____________________________

Nevada	000-54348	94-3461079
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

17W220 22nd Street, Suite 200
Oakbrook Terrace, Illinois	60181
(Address of Principal Executive Offices)	(Zip Code)

(312) 361-3368

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 .

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 .

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 .

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

 .

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Current Report on Form 8-K (including the exhibit filed herewith) contains forward-looking statements that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Forward-looking statements are only predictions based on our current expectations and projections, or those of third parties, about future events and involve risks and uncertainties. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our Common Stock could decline and investors could lose all or part of their investment. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Item 1.01

Entry Into a Material Definitive Agreement

Roche Enterprises Convertible Note Financing

rVue Holdings, Inc. (the “Company”) has completed the sale of shares of common stock to Acorn Composite Corp., now known as Roche Enterprises, Ltd. (“Roche Enterprises”), an affiliate of director Robert Roche, under the Subscription Agreement described in the Company’s Current Report on Form 8-K filed on January 27, 2016 (the “Subscription Agreement”).  The sales resulted in the issuance to Roche Enterprises of 97,069,017 shares of common stock, in return for aggregate consideration of $1,233,913.04.  Since its entry into the Subscription Agreement, the Company has continued an intensive search for additional financing, but to date the Company has been unable to secure such financing on acceptable terms.

On October 11, 2016 (the “Closing Date”), the Company executed documentation with Roche Enterprises pursuant to which Roche Enterprises has agreed to provide the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note (the “Roche Note”) in the principal amount of $201,000 as the Company seeks additional financing.  The Roche Note matures on December 1, 2016 and carries an interest rate of 10% per annum. Roche Enterprises may elect, in its sole discretion, to extend the maturity date up to an additional three (3) months to March 1, 2017, in which case the Company must pay a loan extension fee of 2.5% of the then-total outstanding balance (including principal and all accrued fees and interest).

The net proceeds to the Company from the Roche Note were $194,970, consisting of gross proceeds of $201,000, less $6,030 representing a loan processing fee of 3% of the principal amount.  The entire outstanding balance of the Roche Note is due and payable at maturity.  The Company does not have the right to prepay the Roche Note.

At any time after the Closing Date, Roche Enterprises may convert the outstanding balance of the Roche Note, or any installment or portion thereof, into equity securities of the Company.  Generally, the conversion price will be equal to eighty percent (80%) of $0.018, which is the conversion price actually paid by Carebourn Capital, L.P. upon conversion of its former convertible promissory note into shares of the Company’s common stock.  However, the securities to be issued by the Company upon a conversion shall include an initial liquidation preference, prior and in preference to any distributions to any holder of any other equity securities of the Company, of two and one half (2.5) times the aggregate principal amount of the Roche Note and shall participate with all other holders of Company equity securities thereafter.  As of the date of this report, the Company does not have any such equity securities authorized for issuance.

In the event of a default, the Roche Note may be accelerated by Roche Enterprises. The outstanding balance (including any accrued interest and fees) would be immediately due and payable and Roche Enterprises may exercise any or all of its rights, powers or remedies under the Pledge Agreement.  In addition, the Company shall pay a one-time penalty charge of 10% on the defaulted amount, plus additional interest on the defaulted amount and the penalty charge at the rate of 15% per annum, compounded monthly, from the date of default until the default and penalty amounts are paid in full, plus reimbursement to Roche Enterprises for its reasonable out-of-pocket costs of collections (including reasonable fees of its counsel).

The Company’s obligations under the Roche Note are secured by a pledge by the Company to Roche Enterprises of all of the Company’s assets pursuant to the terms of a Pledge Agreement by and between the Company and Roche Enterprises dated as of October 11, 2016 (the “Roche Pledge Agreement”).

Mr. Roche recused himself from the Board’s consideration and approval of the Roche Note and the Roche Pledge Agreement.

The foregoing descriptions of the Roche Note and the Roche Pledge Agreement are qualified in their entirety by the text of such documents, which are annexed to this Current Report as Exhibits 4.1 and 4.2.

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Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein.

Item 3.02

Unregistered Sale of Equity Securities

The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein.  The Roche Note was issued by the Company under the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated thereunder, as the securities were issued to an accredited investor, without a view to distribution, and were not issued through any general solicitation or advertisement.

Item 8.01

Other Events

On October 18, 2016, the Company announced that it intends to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the Securities and Exchange Commission (the “SEC”) on or about November 9, 2016.

Upon such filing, the Company’s obligation to file certain reports with the SEC, including annual, quarterly and Current Reports on Forms 10-K, 10-Q and 8-K, respectively, will be immediately suspended.

A press release making this announcement is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits

Exhibit No.	Description of Exhibit
4.1	Senior Secured Convertible Promissory Note, dated as of October 11, 2016, issued by the Company and payable to the order of Roche Enterprises, Ltd.
4.2	Pledge Agreement, dated as of October 11, 2016, by and between the Company and Roche Enterprises, Ltd.
99.1	Press Release dated October 10, 2016

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RVUE HOLDINGS, INC.
By:	/s/ Mark Pacchini
	Mark Pacchini Chief Executive Officer

Date:  October 18, 2016

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Index to Exhibits

Exhibit No.	Description of Exhibit
4.1	Senior Secured Convertible Promissory Note, dated as of October 11, 2016, issued by the Company and payable to the order of Roche Enterprises, Ltd.
4.2	Pledge Agreement, dated as of October 11, 2016, by and between the Company and Roche Enterprises, Ltd.
99.1	Press Release dated October 10, 2016

EX-4.1

Exhibit 4.1

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

October 11, 2016

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, rVue Holdings, Inc., a Nevada corporation (the “Borrower”), hereby promises to pay to the order of Roche Enterprises, Ltd. (formerly known as Acorn Composite Corporation), a company registered under the laws of Nevada or its assigns (the “Noteholder”, and together with the Borrower, the “Parties”), the principal amount of US$201,000 (the “Loan”) plus the interest calculated from the applicable date when the funds are dispersed (the “Loan Date”), subject to terms and conditions as provided in this Senior Secured Convertible Promissory Note (the “Note”).

WHEREAS, the Noteholder agreed to loan up to US$201,000 to the Borrower pursuant to the terms and conditions of this Note.

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower hereby agrees as follows:

1.

Definitions. Certain capitalized terms used herein shall have the meanings set forth in this Section 1.

“Borrower” has the meaning set forth in the introductory paragraph.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by Law to close.

“Collateral” has the meaning set forth in the Pledge Agreement.

“Default” means any of the events specified in Section 8 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 8 would, unless cured or waived, become an Event of Default.

“Event of Default” has the meaning set forth in Section 8.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.

“Indebtedness” of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures or other similar instruments; and (d) obligations as lessee under capital leases.

“Law” as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its assets or properties or to which such Person or any of its assets or properties is subject.

“Lien” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge or other security interest.

“Loan” has the meaning set forth in the introductory paragraph.

“Loan Date” has the meaning set forth in the introductory paragraph.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, properties, prospects, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower; (b) the validity or enforceability of the Note or Pledge Agreement; (c) the perfection or priority of any Lien purported to be created under the Pledge Agreement; (d) the rights or remedies of the Noteholder hereunder or under the Pledge Agreement; or (e) the Borrower’s ability to perform any of its material obligations hereunder or under the Pledge Agreement.

“Maturity Date” means December 1, 2016, as may be extended pursuant to Section 11 of this Note.

“Note” has the meaning set forth in the introductory paragraph.

“Noteholder” has the meaning set forth in the introductory paragraph.

“Order” as to any Person, means any order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its assets or properties or to which such Person or any of its assets or properties is subject.

“Parties” has the meaning set forth in the introductory paragraph.

“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority or other entity.

“Pledge Agreement” means the Pledge Agreement, dated as of the date hereof, by and between the Borrower and Noteholder, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

2.

Payment upon Maturity. Unless converted as provided in Section 3 hereunder, the Loan principal advanced pursuant to this Note, together with all accrued interest and fees from the Loan Date, shall become automatically due and payable by the Borrower on the Maturity Date. All payments shall be made in lawful money of the United States of America. Payment shall be credited first to accrued interest and fees due and payable and any remainder applied to the principal. Prepayment of principal, together with accrued interest and fees, may not be made without the Noteholder’s written consent.

3.

Conversion; Fractional Shares.

3.1

Optional Conversion. At any time after the date hereof, the Noteholder shall have the option, at its sole discretion, to convert the outstanding principal and any accrued interest and fees, in whole or in part, into the equity securities of the Borrower (“Optional Conversion Equity Securities”) at a per share conversion price equal to eighty percent (80%) of US$0.018, which is the conversion price actually paid by Carebourn Capital, L.P. upon conversion of its promissory note into the equity securities of the Borrower prior to the Noteholder; provided that the rights, preferences and privileges of the Optional Conversion Equity Securities shall include an initial liquidation preference, prior and in preference to any distributions to any holder of equity securities of the Borrower, in the amount of two and one half (2.5) times the aggregate Loan principal amount, and an uncapped participation right with all other holders of the Borrower’s equity securities thereafter. In addition, upon the occurrence of any event described under Section 8 (including potential bankruptcy) at any time after the date hereof, each creditor of the Borrower after the date hereof, including the Noteholder (collectively, the “Creditors”), shall automatically and without further action by any Creditor be deemed to constitute a committee (the “Creditors’ Committee”), to which certain rights relating to key corporate and operational actions by the Borrower and other rights to be negotiated in good faith between the Borrower and the Creditors shall be granted to the Creditors by the Borrower. At a minimum, such rights shall include the Creditors’ right, at the Creditors’ Committee’s sole discretion, to require the sale of the Borrower, or to dispose of any or all assets of the Borrower, on terms believed by the Creditors’ Committee in good faith to be reasonable, in order for the Borrower to sufficiently satisfy the obligations that it owes to the Creditors.

3.2

Date of Conversion. This Note shall be deemed converted on the date on which Optional Conversion Equity Securities are issued in full to the Noteholder, and the Noteholder surrenders this Note in accordance with the terms set forth herein.

3.3

Mechanics and Effect of Conversion. No fractional shares of the Borrower’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Noteholder would otherwise be entitled, the Borrower will pay to the Noteholder in cash the amount of the unconverted principal balance of this Note (including any accrued interest and fees) that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 3, the Noteholder shall surrender this Note, duly endorsed, at the principal offices of the Borrower. The Borrower will, as soon as practicable thereafter, issue and deliver to the Noteholder, at such principal office, a certificate or certificates for the number of shares to which the Noteholder is entitled upon such conversion, together with any other securities and property to which the Noteholder is entitled upon such conversion under the terms of this Note, including a check payable to the Noteholder for any cash amounts payable as described herein. Upon conversion of this Note, the Borrower will be forever released from all of its obligations and liabilities under this Note.

4.

Pledge Agreement.

The Borrower’s performance of its obligations hereunder is secured by a first priority security interest in the collateral specified in the Pledge Agreement.

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5.

Interest.

Interest shall accrue from the Loan Date on the principal amount of the Loan at a rate of ten percent (10%) compounded per annum. The interest shall be calculated on the basis of a year of 365 days and for the number of days actually elapsed. The payment of interest hereunder shall be made in United States dollars on the Maturity Date, unless otherwise provided herein.

6.

Representations and Warranties. The Borrower hereby represents and warrants to the Noteholder on the date hereof as follows:

6.1

Existence; Compliance with Laws. The Borrower is (a) a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being conducted, and (b) in compliance with all Laws and Orders except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.2

Power and Authority. The Borrower has the power and authority, and the legal right, to execute and deliver this Note and the Pledge Agreement and to perform its obligations hereunder and thereunder.

6.3

Enforceability. Each of the Note and the Pledge Agreement is a valid, legal and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

6.4

Ranking. As of the date hereof, the Borrower has not permitted to exist or otherwise become directly or indirectly liable with respect to, any Indebtedness that ranks senior to the Loan. As of the date hereof, the Borrower has not permitted to exist any security interest which is senior to the security interest granted to Noteholder with respect to the Collateral.

6.5

Compliance with Other Instruments. Neither the authorization, execution, issuance and delivery of this Note will constitute or result in a material default or violation of any law or regulation applicable to the Company or any material term or provision of the Company’s current Certificate of Incorporation or bylaws or any material agreement or instrument by which it is bound or to which its properties or assets are subject.

6.6

Valid Issuance of Equity Securities. The equity securities to be issued, sold and delivered upon conversion of the Notes will be duly and validly issued, fully paid and nonassessable and, will be issued in compliance with all applicable federal and state securities laws.

7.

Affirmative Covenants. Until all amounts outstanding in this Note have been repaid or converted in full, the Borrower shall:

7.1

Financial Reporting. Deliver to the Noteholder as soon as available, but in any event within 60 days after the end of each fiscal quarter of the Borrower (commencing with the fiscal quarter ended March 31, 2016), a consolidated balance sheet of the Borrower and its subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of operations and cash flows for such fiscal quarter;

7.2

Use of Proceeds. Use the proceeds of the Loan received by Borrower from the Noteholder for general working capital and operating capital purposes.

7.3

Filing. Cooperate with the Noteholder to prepare and file any financing statement and notices of interest necessary or desirable to perfect the Noteholder’s security interest in the Collateral, and any continuation statement or amendment with respect thereto, in any appropriate filing office.

7.4

No Other First Priority Security Interest. Not grant any security interest that is pari passu with or senior to the security interest granted to the Noteholder with respect to the Collateral without prior written consent from the Noteholder.

7.5

No Other Senior Indebtedness. Not incur any Indebtedness, directly or indirectly, that ranks pari passu with or senior to the Loan, without prior written consent from the Noteholder.

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8.

Events of Default. The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:

8.1

Failure to Pay. The Borrower fails to pay (a) any principal amount of the Loan when due or (b) any other amount when due and such failure continues for thirty (30) days after written notice has been sent to the Borrower.

8.2

Breach of Covenants. The Borrower fails to observe or perform any material covenant, obligation, condition or agreement contained in this Note or the Pledge Agreement other than those specified Section 8.1 and such failure continues for 30 days after written notice to the Borrower; provided that an Event of Default shall not be triggered if the Borrower disputes the alleged failures in the Noteholder’s written notice to the Borrower, and such alleged failures shall not constitute an Event of Default unless and until the dispute has been resolved in the Noteholder’s favor in accordance with the procedures set forth in this Note.

8.3

Bankruptcy.

(a)

the Borrower commences any case, proceeding or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors;

(b)

there is commenced against the Borrower any case, proceeding or other action of a nature referred to in Section 8.3(a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 60 days;

(c)

there is commenced against the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof;

(d)

the Borrower takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 8.3(a), Section 8.3(b) or Section 8.3(c) above; or

(e)

the Borrower is generally not, or shall be unable to, or admits in writing its inability to, pay its debts as they become due.

8.4

Breach of Representations or Warranties. The Borrower materially breaches any representations or warranties of the Borrower in Section 6.

9.

Remedies. Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Borrower (a) declare the entire principal amount of this Note and any accrued interest and fees immediately due and payable; and (b) exercise any or all of its rights, powers or remedies under the Pledge Agreement or applicable Law; provided, however that, if an Event of Default described in Section 8.3 shall occur, the Loan shall become immediately due and payable without any notice, declaration or other act on the part of the Noteholder. In addition to any other amounts due hereunder, upon the occurrence of an Event of Default, the Borrower shall pay a one-time charge of ten percent (10%) on the default amount, plus additional interest on the default amount and the penalty above at the rate of fifteen percent (15%) per annum, compounded monthly, from the date of default until said default and penalty amounts are paid in full, plus the reimbursement to the Noteholder for its reasonable out-of-pocket costs of collections (including reasonable fees of its counsel).

10.

Loan Processing Fee. The Borrower shall pay a three percent (3%) loan processing fee on the principal amount of the Loan. Such loan processing fee shall be aggregated with the principal amount of the Loan when calculating accrued interest under this Note. The loan processing fee is payable, together with any accrued interest and other fees, on the same terms as the principal amount of the Loan.

11.

Extension Fee. If the Loan has not been repaid in full or otherwise converted in accordance with Section 3 of this Note on the initial Maturity Date, the Noteholder may, in its sole and arbitrary discretion, extend such Maturity Date up to three (3) months, in which case the Borrower shall pay to the Noteholder a loan extension fee of two and one-half percent (2.5%) of the then total outstanding amount (including the principal and all accrued fees and interest). Such extension fees shall accrue interest from the date of extension on the same terms as the principal amount of the Loan.

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12.

Miscellaneous.

12.1

Notices.

(a)

All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing, in each case to the address specified below or to such other address as such Party may from time to time specify in writing in compliance with this provision:

(i)

If to the Borrower:

[·]

Attention: [·]

Email: [·]

(ii)

If to the Noteholder:

Roche Enterprises, Ltd.

C/o OAR Management, Inc.

9911 S. 78^th Avenue

Hickory Hills IL 60457

Email: theresa@oaroffice.com

Facsimile: 708-430-1679

with a copy (which shall not constitute notice) to:

Sheppard Mullin Richter & Hampton LLP

26^th Floor, Wheelock Square

1717 Nanjing Road West

Jing An District

Attention: Don Williams

Email: dwilliams@sheppardmullin.com

Facsimile: +8621 2321 6001

(b)

Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received; and (ii) sent by facsimile or e-mail during the recipient’s normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on the next business day).

12.2

Expenses. Unless otherwise specified herein, the Borrower and the Noteholder shall each be responsible for the fees and expenses incurred by or on behalf of each such party in connection with the preparation and execution of this Note and the Pledge Agreement. Notwithstanding the foregoing, if it becomes necessary for the Noteholder to take any actions to enforce the terms of this Note or the Pledge Agreement against the Borrower (including effectuating the conversion pursuant to the terms hereunder), then the Borrower shall be responsible for any and all fees and expenses incurred by or on behalf of the Noteholder in connection with such enforcement.

12.3

Governing Law. This Note, the Pledge Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Note, the Pledge Agreement and the transactions contemplated hereby and thereby shall be governed by the Laws of the State of Nevada.

12.4

Submission to Jurisdiction.

(a)

The Borrower hereby irrevocably and unconditionally (i) agrees that any legal action, suit or proceeding arising out of or relating to this Note or the Pledge Agreement may be brought in the courts of the State of Nevada or of the United States of America for the District of Nevada and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrower in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b)

Nothing in this Section 12.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Borrower in any other court having jurisdiction over the Borrower or (ii) serve process upon the Borrower in any manner authorized by the laws of any such jurisdiction.

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12.5

Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note or the Pledge Agreement in any court referred to in Section 12.4 and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

12.6

Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE, THE PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.

12.7

Counterparts; Integration; Effectiveness. This Note, the Pledge Agreement and any amendments, waivers, consents or supplements hereto and thereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Note and the Pledge Agreement constitute the entire contract between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note or the Pledge Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Note or the Pledge Agreement, as applicable.

12.8

Successors and Assigns. The Noteholder may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Borrower; provided, however, that Noteholder may assign or transfer this Note to any Affiliate of the Noteholder. The Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Noteholder. This Note shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns.

12.9

Waiver of Notice. The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity and diligence in taking any action to collect sums owing hereunder.

12.10

Interpretation. For purposes of this Note (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Note as a whole. The definitions given for any defined terms in this Note shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (x) to Schedules, Exhibits and Sections mean the Schedules, Exhibits and Sections of this Note; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

12.11

Amendments and Waivers. No term of this Note may be waived, modified or amended except by an instrument in writing signed by both of the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

12.12

Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand or limit any of the terms or provisions hereof.

12.13

No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising on the part of the Noteholder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

12.14

Electronic Execution. The words “execution,” “signed,” “signature,” and words of similar import in the Note shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law.

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12.15

Severability. If any term or provision of this Note or the Pledge Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note or the Pledge Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.16

Further Assurances. Each of the Parties hereto agrees to use its reasonable best efforts to take or cause to be taken all action, to do or cause to be done, to execute such further instruments, and to assist and cooperate with the other Parties hereto in doing, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Note and the Pledge Agreement, provided that except as expressly provided herein, no Party shall be obligated to grant any waiver hereunder.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Borrower has executed this Note as of the date first written above.

RVUE HOLDINGS, INC.

By:   /s/ Mark Pacchini               

Name: Mark Pacchini

Title: Chief Executive Officer

ACKNOWLEDGED AND ACCEPTED:

Roche Enterprises, Ltd.

By:   /s/ Robert W. Roche                

Name: Robert W. Roche

Title: President

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EX-4.2

Exhibit 4.2

PLEDGE AGREEMENT

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”).

WHEREAS the Secured Party will make a loan to the Pledgor in an aggregate principal amount of up to US$201,000 (collectively, the “Loan”), evidenced by that certain Senior Secured Convertible Promissory Note of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Note”) made by the Pledgor and payable to the order of the Secured Party; and

WHEREAS, this Agreement is given by the Pledgor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.

Definitions.

(a)

Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.

(b)

Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

(c)

For purposes of this Agreement, the following terms shall have the following meanings; each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Note:

“Collateral” has the meaning set forth in Section 2.

“Event of Default” has the meaning set forth in the Note.

“Intellectual Property” means (1) inventions, ideas or conceptions of potentially patentable subject matter, whether or not patentable, whether or not reduced to practice, whether or not yet made the subject of a pending patent application or applications, (2) patents and patent applications (including any continuations, continuations-in-part, divisional, reissues, renewals and applications for any of the foregoing) ((1) and (2) collectively, “Patents”), (3) trademarks, service marks, trade dress, designs, logos, trade names, corporate names and general intangibles of like nature, whether or not registered, including all common law rights and registrations and applications for registration thereof, together with all goodwill relating to the foregoing (collectively, “Trademarks”), (4) copyrights, whether or not registered, and registrations and applications for registration thereof, and all rights therein provided by multinational treaties or conventions (collectively, “Copyrights”), (5) trade secrets and confidential, technical or business information (including, without limitation, ideas, formulas and compositions), (6) technology (including, without limitation, know-how and show-how), production processes and techniques, research and development information, drawings, specifications, designs, sketches, design archives, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, whether or not confidential, whether current or historical, (7) all rights to obtain and apply for Patents, and to register Trademarks and Copyrights, (8) all rights to sue, recover and retain damages (and costs and attorneys’ fees) for present and past infringement of any of the Intellectual Property rights hereinabove set out, and 9) all common law rights with respect to the Intellectual Property hereinabove set out.

“Secured Obligations” has the meaning set forth in Section 3.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Nevada or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

2.

Pledge. The Pledgor hereby pledges, assigns and grants to the Secured Party as primary obligor and not merely as surety, and hereby creates a continuing lien and security interest, first in priority over all other lenders of the Pledgor in favor of the Secured Party in and to all of its right, title, benefit and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):

(a)

All of the tangible assets of the Pledgor and its operating subsidiaries, if any, of every kind and nature including, without limitation, all accounts, equipment, accessions, fixtures, inventory, goods, investment property, chattel paper, instruments, documents, rights to proceeds under letters of credit, letter-of-credit rights, supporting obligations, commercial tort claims, deposit accounts (including money, cash and cash equivalents), and all of the intangible assets of the Pledgor and its operating subsidiaries, if any, including, without limitation, general intangibles, payment intangibles and software of the Pledgor and any of its operating subsidiaries and all Intellectual Property used in connection with the operation of the Pledgor’s business and any of its operating subsidiaries’ businesses, wherever located, now owned or hereafter acquired.

3.

Secured Obligations. The Collateral secures the due and prompt payment and performance of:

(a)

the obligations of the Pledgor from time to time arising under the Note, this Agreement or otherwise with respect to the due and prompt payment of the principal amount of the Loan and any accrued interest and fees thereunder, when and as due, and all other amounts due under the Note or this Agreement; and

(b)

all other covenants, duties, debts, obligations and liabilities of any kind of the Pledgor under or in respect of the Note and this Agreement (all such obligations, covenants, duties, debts, and liabilities set forth in Section 3 being herein collectively called the “Secured Obligations”).

4.

Perfection of Pledge.

(a)

The Pledgor shall, from time to time, promptly take all actions as may be reasonably requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgor.

(b)

The Pledgor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, without the signature of the Pledgor where permitted by law. The Pledgor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon reasonable request.

5.

Representations and Warranties. The Pledgor represents and warrants as follows:

(a)

At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Pledgor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Agreement.

(b)

The pledge of the Collateral pursuant to this Agreement creates a valid security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

(c)

It is duly formed and has full power, authority and legal right to borrow the Loan, pledge the Collateral pursuant to this Agreement and perform its obligations under this Agreement.

(d)

Each of this Agreement and the Note has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid, enforceable and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

(e)

This Agreement (upon due perfection of the Collateral in accordance with Section 4 above) creates in favor of the Secured Party a valid and perfected first priority security interest in all of the Collateral.

(f)

The Pledgor is not subject to any voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for its business or property.

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(g)

There is no action, suit, investigation or proceeding (or any basis therefor) pending against, threatened against or affecting, any of the Collateral, before any court or arbitrator or any governmental body, agency or official.

(h)

There is no material fact directly relating to the business, operations, condition or prospects of the Pledgor (including any competitive developments but other than facts which relate to general economic or industry trends or conditions) that materially adversely affects the same that has not been disclosed to the Secured Party.

6.

Further Assurances.

(a)

The Pledgor shall, at its own cost and expense, defend title to the Collateral and the lien and security interest of the Secured Party therein against the claim of any Person claiming against or through the Pledgor and shall maintain and preserve such perfected security interest for so long as this Agreement shall remain in effect.

(b)

The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable in order to perfect and protect any security interest granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder, under the Note, or under any other agreement related to any Collateral.

(c)

The Pledgor will not, without providing at least 5 days’ prior written notice to the Secured Party, change its legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or its principal place of business or its organizational identification number. The Pledgor will, prior to any change described in the preceding sentence, promptly take all actions necessary to maintain the perfection and priority of the Secured Party’s security interest in the Collateral.

(d)

The Pledgor will not, without prior written consent from the Secured Party, create a security interest for any other obligations owed to a third party, which is pari passu or senior to the security interest in the Collateral under this Agreement.

(e)

The Pledgor will cooperate, cause or assist the Secured Party to preserve and perfect the Secured Party’s security interest in any of the Collateral, including but not limited to the Secured Party’s execution, filing or recordation of any documents with the United States Patent and Trademark Office that the Secured Party deems necessary to perfect the Secured Party’s security interest in the Intellectual Property of the Pledgor and the Pledgor’s execution, filing or recordation of any UCC-3s or such other instruments and documents promptly terminating any subsequent liens on the Collateral in order to preserve and protect the priority of the Secured Party’s security interest in the Collateral prior to the rights of all third persons and entities.

7.

Transfers and Other Liens. The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, Lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or with the prior written consent of the Secured Party, which may be granted or withheld in its sole and absolute discretion.

8.

Secured Party Appointed Attorney-in-Fact. The Pledgor hereby appoints the Secured Party the Pledgor’s attorney-in-fact, with full power and authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of an Event of Default in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of the Note and this Agreement. Such appointment, being coupled with an interest, shall be irrevocable, but shall terminate in accordance with the termination of this Agreement pursuant to Section 16. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

9.

Secured Party May Perform. If the Pledgor fails to perform any obligation contained in this Agreement, the Secured Party may itself perform, or cause performance of, such obligation, and the reasonable expenses of the Secured Party incurred in connection therewith shall be payable by the Pledgor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Pledgor.

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10.

Reasonable Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve the Pledgor from the performance of any obligation on the Pledgor’s part to be performed or observed in respect of any of the Collateral.

11.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing:

(a)

The Secured Party may, in accordance with, and to the extent permitted by, applicable law, without any other notice to or demand upon the Pledgor, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate, transfer or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Pledgor at its notice address as provided in Section 14 hereof at least ten days prior to the date of such disposition shall constitute reasonable notice.

(b)

If the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees that, upon reasonable request by the Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

12.

No Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section 13), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

13.

Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the Pledgor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

14.

Addresses For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Note, and addressed to the respective parties at their addresses as specified in the Note or as to either party at such other address as shall be designated by such party in a written notice to each other party.

15.

Continuing Security Interest; Further Actions. This Agreement shall create a continuing lien and security interest in the Collateral and shall (a) subject to Section 16, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Secured Party and the Secured Party may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Pledgor. Without limiting the generality of the foregoing clause (c), any assignee of the Secured Party’s interest in any agreement or document which includes all or any of the Secured Obligations shall, upon assignment in accordance with Section 12.8 of the Note, become vested with all the benefits granted to the Secured Party herein with respect to such Secured Obligations.

16.

Termination; Release. On the date on which all Loans and other Secured Obligations have been paid and performed in full, the Secured Party shall, at the sole expense of the Pledgor, (a) duly assign, transfer and deliver to or at the direction of the Pledgor such of the Collateral as may then remain in the possession of the Secured Party, together with any monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

17.

Governing Law. This Agreement and the Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or the Note and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of Nevada. The other provisions of Sections 12.4, 12.5 and 12.6 of the Note are incorporated herein, mutatis mutandis, as if a part hereof.

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18.

Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement and the Note constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

rVue Holdings, Inc., as Pledgor

By:   /s/ Mark Pacchini                                   

Name: Mark Pacchini

Title: Chief Executive Officer

Roche Enterprises, Ltd., as Secured Party

By:   /s/ Robert W. Roche                               

Name: Robert W. Roche

Title: President

EX-99.1

Exhibit 99.1

rVue, Inc. Announces Intention to Voluntarily Deregister as a Reporting Company with the SEC

Chicago, IL – (Marketwired October 18, 2016) -- rVue Holdings, Inc. (OTC PINK: RVUE), a premier advertising technology platform for digital location video, announced that the Company intends to voluntarily deregister as a reporting company with the SEC.  

Over the past several years, rVue has consistently reviewed various ways to both reduce and retain costs as it builds revenue.  Over the past several months, the Company has been engaged in a study of the benefits and costs associated with being publicly traded.  The decision of the Company’s Board of Directors to deregister the Company’s common stock was based on the consideration of several factors including the significant cost to the Company of filing periodic reports with the Securities Exchange Commission (the “SEC”) and the cost of complying with Section 404 of the Sarbanes-Oxley Act in relationship with revenue.

“Given the size of rVue, low market capitalization, and the fact that its stock is thinly-traded, the Board has unanimously determined that the financial burden of continuing as a reporting company is disproportionate to any benefits of maintaining the registered status of the Company’s shares,” said Mark Pacchini, President and CEO.  “In addition, this will allow management to focus more on sales activities that will enhance the Company’s revenue stream.”

Therefore, the Company today announced that it plans to voluntarily withdraw its common stock from registration under the Securities Exchange Act of 1934 (the “Exchange Act”), on or about November 9, 2016, thus terminating the Company’s status as a public reporting company and suspending its obligation to file periodic reports, including Forms 10-K, 10-Q and 8-K with the SEC.

The Company’s periodic reporting obligations under the Exchange Act will be suspended prior to November 14, 2016 (the date the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2016 would have otherwise been due.)

Additional information can be found on the Company’s Form 8-K filed with the SEC today.

About rVue

rVue Holdings, Inc. is an advertising technology company providing the digital distribution platform for the Digital Place-Based Advertising industry. The Company connects approximately one million digital screens across 175 networks delivering access to 250 million daily impressions in one simple platform. Backed by the industry's most intuitive and intelligent platform, rVue has the technology, data and expertise to connect brands and targeted consumers where and when it matters most. For more information, please visit http://www.rvue.com.

Forward Looking Statements

This press release contains "forward looking statements." The statements contained in this press release that are not purely historical are forward-looking statements. Forward-looking statements give the Company's current expectations or forecasts of future events. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company's control, and could cause the Company's results to differ materially from those described. The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward looking statements contained in this press release as a result of new information, future events or otherwise. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Important factors that could cause such differences include, but are not limited to, the Risk Factors and other information set forth in the Company's Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission.

Company Contacts

Mark Pacchini

President and CEO

312-361-3368