0001144204-12-005174.txt : 20120201 0001144204-12-005174.hdr.sgml : 20120201 20120201095527 ACCESSION NUMBER: 0001144204-12-005174 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20120127 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120201 DATE AS OF CHANGE: 20120201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RVUE HOLDINGS, INC. CENTRAL INDEX KEY: 0001455206 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 943461079 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54348 FILM NUMBER: 12561225 BUSINESS ADDRESS: STREET 1: 100 N.E. 3RD AVENUE STREET 2: SUITE 200 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 954-525-6464 MAIL ADDRESS: STREET 1: 100 N.E. 3RD AVENUE STREET 2: SUITE 200 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: rVue Holdings, Inc. DATE OF NAME CHANGE: 20100426 FORMER COMPANY: FORMER CONFORMED NAME: Rivulet International, Inc. DATE OF NAME CHANGE: 20090202 8-K 1 v300974_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 27, 2012

RVUE HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

NEVADA

(State or Other Jurisdiction of Incorporation)

000-54348	94-3461079
(Commission File Number)	(IRS Employer Identification No.)

100 N.E. 3^rd Avenue, Suite 200, Fort Lauderdale, Florida 33301
(Address of Principal Executive Offices) (Zip Code)

954-525-6464

(Registrant's Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

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

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

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

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

Item 2.03

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

On January 27, 2012 (the “Closing Date”), rVue Holdings, Inc. (the “Company”) entered into a Promissory Note Purchase Agreement with the buyers listed therein (“Holders”). The Company sold to the Holders secured convertible promissory notes (the “Notes”) in the aggregate principal amount of $1,188,066.57, which included $288,068.57 of Notes issued in exchange for secured convertible promissory notes (“Old Notes”) which the Company had previously sold to investors. . The Company received additional aggregate net proceeds of $900,000 from the sale of the Notes.

The Notes bear interest at the rate of 6% per annum. To the extent that the Notes have not been previously converted in accordance with its terms, the Company shall repay the outstanding principal balance of the Notes, and any accrued but unpaid interest then due and payable, in full on January 31, 2013 (the “Maturity Date”). At the Maturity Date, the Holder may, at its option, convert the unpaid principal and accrued interest into shares of the Company’s common stock, $.001 par value (“Common Stock”), at $.20 per share.

If the Company enters into a financing after the Closing Date, but prior to the Maturity Date, in which the Company receives aggregate gross proceeds of at least $500,000 (a “Subsequent Financing”) then all of the unpaid principal amount of the Notes and any accrued but unpaid interest on the Notes shall automatically (without any further action required by the Holder or the Company) be deemed converted into fully paid and non-assessable securities of the Company sold in the Subsequent Offering (the “Subsequent Offering Securities”) on the same terms and conditions as the investors in the Subsequent Offering; provided, however, that the number of Subsequent Offering Securities to be issued to the Holder upon such conversion shall be equal to the quotient, rounded to the nearest whole number, obtained by dividing (x) the unpaid principal amount of the Note plus any accrued but unpaid interest thereon by the lower of (y) 70% of the price per security issued in the Subsequent Offering or (z) $.20 (the “Conversion Price”).

In addition, the Company issued to the Holders, for each $1.00 they invested in the Notes, warrants to purchase 2.5 shares of Common Stock, for a total of 2,970,166 shares of our Common Stock issuable upon exercise of the warrants (the “Warrant Stock”). The warrants have a cash exercise price of $.20 per share (“Warrant Price”) and are exercisable for a period of five years. The Warrant Stock may be redeemed prior to their expiration date, at the option of the Company, at a price of $.001 per share (the “Redemption Price”) upon 10 days written notice to the Holder; provided that (i) the Common Stock has had a closing sales price greater than $1.00 per share for twenty (20) consecutive trading days and (ii) at the date of the redemption notice and during the entire redemption period there is an effective registration statement covering the resale of the Warrant Stock. The Warrant may be exercised by the Holder, for cash, at any time after notice of redemption has been given by the Company and prior to the time and date fixed for redemption. On and after the redemption date, the Holder shall have no further rights except to receive, upon surrender of the Warrant, the Redemption Price of the applicable Warrant Stock.

If the Company fails to raise $1,500,000 through the sale of Common Stock within 180 days of the Closing Date, (i) the Notes shall thereafter be amended to reflect that the Conversion Price set forth therein shall be reduced from $.20 to $.10 without further action, and (ii) the Warrants shall thereafter be amended to reflect that the Warrant Price set forth therein shall be reduced from $.20 to $.10 without further action.

The Notes are secured by a first priority security interest on all of the Company’s and its subsidiaries’ assets pursuant to a Security Agreement, which also provides that David Loppert, the Company’s Chief Financial Officer, shall act as Collateral Agent for the Holders. The Holders and David Loppert have entered into a Collateral Agent Agreement in connection with this arrangement.

In connection with the sale of the Notes, the Company agreed to reimburse iVue Holdings, LLC (the “Lead Investor”), for costs and expenses incurred by it (including, without limitation, legal and administrative fees) in the amount of $65,000 payable in cash or in Common Stock at the election of the Company within 15 business days of the Closing Date. The Lead Investor is controlled by Robert Roche, who is the sole stockholder of Acorn Composite Corp., a company that beneficially owned 12.3% of our outstanding Common Stock prior to this transaction. Additionally, Patrick O’Donnell, one of our directors, is a minority member of the Lead Investor.

The foregoing description of the transaction and the documents does not purport to be complete and is qualified in its entirety by reference to the complete text of (i) the Form of Secured Convertible Promissory Note, which is filed as Exhibit 4.1 hereto, (ii) the Form of Warrant which is filed as Exhibit 4.2 hereto, (iii) the Promissory Note Purchase Agreement, which is filed as Exhibit 4.3 hereto, (iv) the Security Agreement, which is filed as Exhibit 4.4 hereto, and (v) the Collateral Agent Agreement, which is filed as Exhibit 4.5 hereto, each of which is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	Form of Secured Convertible Promissory Note.
4.2	Form of Warrant.
4.3	Promissory Note Purchase Agreement dated as of January 27, 2012 among the Company and the investors listed therein.
4.4	Security Agreement dated as of January 27, 2012 among the Company, the collateral agent and the noteholders listed therein.
4.5	Collateral Agent Agreement dated as of January 27, 2012 among David Loppert, as collateral agent, and the noteholders listed therein.

SIGNATURES

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.


Dated: February 1, 2012	By: /s/David A. Loppert
	David A. Loppert
	Chief Financial Officer

EXHIBITS INDEX

Exhibit No.	Description
4.1	Form of Secured Convertible Promissory Note.
4.2	Form of Warrant.
4.3	Promissory Note Purchase Agreement dated as of January 27, 2012 among the Company and the investors listed therein.
4.4	Security Agreement dated as of January 27, 2012 among the Company, the collateral agent and the noteholders listed therein.
4.5	Collateral Agent Agreement dated as of January 27, 2012 among David Loppert, as collateral agent, and the noteholders listed therein.

EX-4.1 2 v300974_ex4-1.htm EXHIBIT 4.1

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE 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.

secured CONVERTIBLE PROMISSORY NOTE

$________

________, 2012

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 a series of Convertible Promissory Notes of like tenor to be funded by one or more investors for an aggregate principle amount (including this Note) of up to One Million Two Hundred Seventy Five Thousand Dollars ($1,275,000). Such Notes are referred to herein as the “Notes,” and the holders thereof are referred to herein as the “Holders.”

1. Maturity; Payment. To the extent not previously converted in accordance with the terms of this Note, the Company shall repay the outstanding principal balance of this Note, and any accrued but unpaid interest then due and payable on this Note, in full on January 31, 2013 (the “Maturity Date”). All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. All payments received shall be applied first to the accrued and unpaid interest then due and payable on this Note and then against the outstanding principal balance of this Note.

2. Prepayment. The outstanding principal balance payable to the Holder hereunder may be prepaid at any time, without penalty, provided the Company first gives the Holder at least ten (10) days advance notice of its intent to prepay this Note. Upon receipt of such notice, the Holder may elect to convert all or a portion of the principal of this Note into Shares (defined below) as set forth in Section 3 in lieu of accepting prepayment. All prepayments so permitted shall be applied in the order provided in Section 1.

3. Conversion.

3.1 Conversion of Principal and Interest. Upon the consummation of a financing or related financings of equity securities of the Company after the date of this Note, but on or prior to the Maturity Date, with aggregate gross proceeds to the Company of at least $500,000 (collectively, a “Subsequent Offering”), then all of the unpaid principal amount of this Note and any accrued but unpaid interest on this Note shall automatically (without any further action required by the Holder or the Company) be deemed converted into fully paid and non-assessable securities of the Company sold in the Subsequent Offering (the “Subsequent Offering Securities”) on the same terms and conditions as the other investors therein; provided, however, that the number of Subsequent Offering Securities to be issued to the Holder upon such conversion shall be equal to the quotient, rounded to the nearest whole number, obtained by dividing (x) the unpaid principal amount of this Note plus any accrued but unpaid interest by the lower of (y) 70% of the price per security issued in the Subsequent Offering or (z) $.20 (the “Conversion Price”). If no Subsequent Offering is closed by the Company by the Maturity Date, then all of the unpaid principal and interest due under this Note will be due and payable, and may, at the option of the Holder, be converted into shares of common stock of the Company at a Conversion Price of $0.20. The Conversion Price may be further reduced in accordance with the terms set forth in Section 2(f) of the Purchase Agreement.

3.2 Cancellation of Notes. Upon conversion of this Note pursuant to the terms of Section 3.1, the Note shall be deemed cancelled and paid in full, and shall only represent the right to receive the relevant Subsequent Offering Securities.

3.3 Adjustments.

(a) Adjustments for Subdivision or Combination. If the Company shall at any time while this Note is outstanding: (i) subdivide the outstanding Shares into a larger number of Shares (either by a split of the Shares or by distributions to members of the Company payable in additional Shares) or (ii) combine (including by way of reverse Share split) outstanding Shares into a smaller number of Shares, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Shares outstanding immediately before such event and of which the denominator shall be the number of Shares outstanding immediately after such event. Any adjustment made pursuant to this Section 3.3 shall become effective immediately after the effective date in the case of a subdivision or combination.

(b) Notice of Adjustment. Upon any adjustment or other change relating to the Shares issuable upon conversion of this Note, then and in each such case the Company shall give written notice thereof to the Holder, which notice shall state the new Conversion Price, the increase or decrease, if any, in the number or other denomination of the Shares issuable upon the conversion pursuant to this Section 3 and the amount of other property receivable upon such conversion, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

4. Secured Obligation. The obligations of the Company under this Note are secured by certain assets of the Company pursuant to that certain Security Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

5. Default. For purposes of this Note, the term “Event of Default” shall include any of the following:

(a) The failure by the Company to pay the principal and interest therein in full on the Maturity Date;

(b) A material breach by the Company of any other term or provision of this Note or the Purchase Agreement; provided, however that the Company shall have ten (10) days to cure such default after the Company received written notice from the Holder of the occurrence thereof; and

(c) The filing of a petition in bankruptcy or under any similar insolvency law by the Company, the making of an assignment for the benefit of creditors by the Company, or if any voluntary petition in bankruptcy or under any similar insolvency law is filed against the Company and such petition is not dismissed within sixty (60) days after the filing thereof.

If the Event of Default is pursuant to Sections 5(a) or 5(c), or if the Company is unable to cure its Event of Default under Section 5(b) within such ten (10) day period, the Holder may, at its option and for so long as such default is continuing, accelerate repayment of the portion of the unpaid principal balance of this Note, in which case such unpaid principal balance and all interest accrued thereon shall be due and payable immediately.

The Holder shall have all rights and remedies available to it upon any Event of Default.

6. Pari Passu. The Notes shall rank equally without preference or priority of any kind over one another, and all payments on account of principal and interest with respect to any of such Notes shall be applied ratably and proportionately on all outstanding Notes on the basis of the original principal amount of outstanding Notes.

7. Miscellaneous.

7.1 Waiver of Presentment and Notice. The Company and all endorsers, sureties, guarantors and accommodation parties of this Note, and all other persons liable or to become liable for all or any part of the indebtedness evidenced hereby, hereby waive, jointly and severally, presentment, demand, protest, notice of dishonor, diligence and all other notices, any release or discharge arising from any extension of time, discharge of a prior party, or other cause of release or discharge other than actual payment in full hereof.

7.2 Amendments and Waivers. Any term of this Note may be amended or modified, and obligations of the Company and the rights of Holders may be waived, only with the written consent of the Company and the Holders of at least fifty percent (50%) of the aggregate principal amount outstanding under the Notes (the “Requisite Majority”). Any amendment or waiver effected in accordance with this Section 7.2 shall be binding upon the Company, all Holders and each transferee of any Note. By acceptance hereof, the Holder acknowledges that in the event an amendment, waiver, conversion or other consent is approved by the Requisite Majority and the Company, any such action shall bind each Holder regardless of whether such Holder approved of such action. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. No delay or omission of Holder to exercise any right, whether before or after an Event of Default hereunder, shall impair any such right or shall be construed to be a waiver of any right or Default, and the acceptance at any time by Holder of any past-due amount shall not be deemed to be a waiver of the right to require prompt payment when due of any other amounts then or thereafter due and payable.

7.3 Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge or otherwise transfer this Note without the prior written consent of the Company.

7.4 Time is of the Essence. Time is of the essence hereof. Upon any Event of Default hereunder, Holder may exercise all rights and remedies provided for herein and by law or equity, including, but not limited to, the right to immediate payment in full of this Note.

7.5 Usury. Nothing in this Note shall require the Company to pay interest at a rate in excess of the maximum rate permitted by applicable law. Any interest payable hereunder or under any other instrument relating to the indebtedness evidenced hereby that is in excess of the maximum rate permitted by applicable law shall, in the event of acceleration of maturity, late payment, prepayment, or otherwise, be applied to a reduction of the unrepaid indebtedness evidenced hereby and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of such unrepaid indebtedness, such excess shall be refunded to the Company. To the extent not prohibited by applicable law, determination of the maximum rate permitted by applicable law shall at all times be made by amortizing, prorating, allocating and spreading in equal parts during the full term of the indebtedness evidenced hereby, all interest at any time contracted for, charged or received from the Company in connection with the indebtedness evidenced hereby, so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof.

7.6 Attorney’s Fees. It is expressly agreed that if this Note is referred to any attorney or if suit is brought to collect or interpret this Note or any part hereof or to enforce or protect any rights conferred upon the Holder by this Note or any other document evidencing or securing this Note, then the Company covenants and agrees to pay all reasonable costs, including reasonable attorneys’ fees and expenses, incurred by Holder in connection therewith.

7.7 Governing Law; Jurisdiction. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law. The Company and Holder agree that all legal proceedings concerning the interpretation, enforcement and defense of this Note and the transactions contemplated herein shall be commenced extensively in the jurisdiction of the state or federal courts located in Palm Beach County, Florida.

7.8 Loss of Note. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnity satisfactory to the Company (in case of loss, theft or destruction) or surrender and cancellation of such Note (in the case of mutilation), the Company will make and deliver in lieu of such Note a new Note of like tenor.

7.9 Shareholder Status. The Holder shall not have rights as a shareholder of the Company with respect to the unconverted portions of this Note.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has executed this Secured Convertible Promissory Note as of the date first above written.

	rVue Holdings, Inc.

	By:
	Name:
	Title:

EXHIBIT A

FORM OF ELECTION TO CONVERT NOTICE AT MATURITY

(To be executed by the Registered Holder in order to convert the Note)

The undersigned hereby elects to convert $_________ of the principal amount and $_________ of the interest due, if any, on the Note issued by rVue Holdings, Inc. on _____________, 2012 into shares of common stock of rVue Holdings, Inc. (the “Company”) according to the conditions set forth in Section 3 of such Note, as of the date written below.

Date of Conversion: _____________________________________________________________

Conversion Price: _______________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the Conversion Date: _______________

Shares to Be Delivered: ___________________________________________________________

Signature: _____________________________________________________________________

Print Name:

Address:

This Election to Convert Notice is Dated:____________________ , 20___ .

EX-4.2 3 v300974_ex4-2.htm EXHIBIT 4.2 < /HEAD>

WARRANT

NO. ________

RVUE HOLDINGS, INC.

______ Shares

[DATE]

WARRANT TO PURCHASE COMMON STOCK

VOID AFTER 5:30 P.M., EASTERN

TIME, ON THE EXPIRATION DATE

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.

FOR VALUE RECEIVED, RVUE HOLDINGS, INC., a Nevada corporation (the “Company”), hereby agrees to sell upon the terms and on the conditions hereinafter set forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter defined) to ________ or registered assigns (the “Holder”), under the terms as hereinafter set forth, ___________ (_____) fully paid and non-assessable shares of the Company’s Common Stock, par value $0.001 per share (the “Warrant Stock”), at a purchase price of ________ ($.__) per share (the “Warrant Price”), pursuant to this warrant (this “Warrant”). The number of shares of Warrant Stock to be so issued and each Warrant Price are subject to adjustment in certain events as hereinafter set forth. The term “Common Stock” shall mean, when used herein, unless the context otherwise requires, the stock and other securities and property at the time receivable upon the exercise of this Warrant. This Warrant 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 Warrants of like tenor to be issued to one or more investors participating therein. The Warrant Price may be reduced in accordance with the terms set forth in Section 2(f) of the Purchase Agreement.

1. Exercise of Warrant.

a. The Holder may exercise this Warrant according to its terms by (i) surrendering this Warrant, properly endorsed, to the Company at the address set forth in Section 10, (ii) delivering the Form of Exercise attached hereto to the Company, duly executed by the Holder, and (iii) payment in cash, certified check or bank draft to the Company of the aggregate warrant price for the number of shares of the Warrant Stock being purchased, prior to 5:30 p.m., Eastern Time, on ___________ (the “Expiration Date”).

b. This Warrant may be exercised in whole or in part so long as any exercise in part hereof would not involve the issuance of fractional shares of Warrant Stock. If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form, in the name of the Holder, evidencing the right to purchase the number of shares of Warrant Stock as to which this Warrant has not been exercised, which new Warrant shall be signed by the Chief Executive Officer, President or Chief Financial Officer of the Company. The term Warrant as used herein shall include any subsequent Warrant issued as provided herein.

c. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company shall pay cash in lieu of fractions with respect to the Warrants based upon the fair market value of such fractional shares of Common Stock (which shall be the closing price of such shares on the exchange or market on which the Common Stock is then traded) at the time of exercise of this Warrant.

d. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Stock so purchased, registered in the name of the Holder, shall be delivered to the Holder within a reasonable time after such rights shall have been so exercised. The person or entity in whose name any certificate for the Warrant Stock is issued upon exercise of the rights represented by this Warrant shall for all purposes be deemed to have become the holder of record of such shares immediately prior to the close of business on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the opening of business on the next succeeding date on which the stock transfer books are open. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant.

2. Disposition of Warrant Stock and Warrant.

a. The Holder hereby acknowledges that this Warrant and any Warrant Stock purchased pursuant hereto are, as of the date hereof, not registered: (i) under the Securities Act of 1933, as amended (the “Act”), on the ground that the issuance of this Warrant is exempt from registration under Section 4(2) of the Act as not involving any public offering or (ii) under any applicable state securities law because the issuance of this Warrant does not involve any public offering; and that the Company’s reliance on the Section 4(2) exemption of the Act and under applicable state securities laws is predicated in part on the representations hereby made to the Company by the Holder that it is acquiring this Warrant and will acquire the Warrant Stock for investment for its own account, with no present intention of dividing its participation with others or reselling or otherwise distributing the same.

The Holder hereby agrees that it will not sell or transfer all or any part of this Warrant and/or Warrant Stock unless and until it shall first have given notice to the Company describing such sale or transfer and furnished to the Company either (i) an opinion, reasonably satisfactory to counsel for the Company, or other counsel (skilled in securities matters, selected by the Holder and reasonably satisfactory to the Company) to the effect that the proposed sale or transfer may be made without registration under the Act and without registration or qualification under any state law, or (ii) an interpretative letter from the Securities and Exchange Commission to the effect that no enforcement action will be recommended if the proposed sale or transfer is made without registration under the Act.

b. If, at the time of issuance of the shares issuable upon exercise of this Warrant, no registration statement is in effect with respect to such shares under applicable provisions of the Act, the Company may at its election require that the Holder provide the Company with written reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the Holder of a surrendered Warrant shall bear a legend reading substantially as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

In addition, so long as the foregoing legend may remain on any stock certificate delivered to the Holder, the Company may maintain appropriate “stop transfer” orders with respect to such certificates and the shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions.

3. Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant. The Company further agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will be duly authorized and will, upon issuance and against payment of the exercise price, be validly issued, fully paid and non-assessable, free from all taxes, liens, charges and preemptive rights with respect to the issuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneously with such issuance and other than transfer restrictions imposed by federal and state securities laws.

4. Exchange, Transfer or Assignment of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Form of Assignment annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

5. Capital Adjustments. This Warrant is subject to the following further provisions:

a. Recapitalization, Reclassification and Succession. If any recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation of the Company into or with a corporation or other business entity, or the sale or transfer of all or substantially all of the Company’s assets or of any successor corporation’s assets to any other corporation or business entity (any such corporation or other business entity being included within the meaning of the term “successor corporation”) shall be effected, at any time while this Warrant remains outstanding and unexpired, then, as a condition of such recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made whereby the Holder of this Warrant thereafter shall have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, such shares of capital stock, securities or other property as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

b. Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and each Warrant Price shall be proportionately adjusted.

c. Stock Dividends and Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall issue or pay the holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, Common Stock, then (i) each Warrant Price shall be adjusted in accordance with Section 5(d) and (ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto.

d. Warrant Price Adjustment. Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, each Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying such Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.

e. Certain Shares Excluded. The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company.

f. Deferral and Cumulation of De Minimis Adjustments. The Company shall not be required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than one percent (1%) of the Warrant Price in effect immediately before the event giving rise to such next subsequent adjustment.

g. Duration of Adjustment. Following each computation or readjustment as provided in this Section 5, each new adjusted Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment thereof is required.

6. Redemption. This Warrant may be redeemed prior to the Expiration Date, at the option of the Company, at a price of $0.001 per share of Warrant Stock (“Redemption Price”), upon not less than 10 days prior written notice (“Redemption Period”) to Holder notifying Holder of the Company’s intent to exercise such right and setting forth a time and date for such redemption; provided, however, that no redemption under this Section 6 may occur unless (i) the Company’s Common Stock has had a closing sales price greater than $1.00 per share for twenty (20) consecutive trading days and (ii) at the date of redemption notice and during the entire Redemption Period there is an effective registration statement covering the resale of the Warrant Stock. This Warrant may be exercised by Holder, for cash, at any time after notice of redemption has been given by the Company and prior to the time and date fixed for redemption. On and after the redemption date, the Holder shall have no further rights except to receive, upon surrender of this Warrant, the Redemption Price.

7. Notice to Holders.

a. In case:

(i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;

(ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation with or merger of the Company into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or

(iii) of any voluntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company will mail or cause to be mailed to the Holder hereof at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as of which the holders of record of Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution or winding-up. Such notice shall be mailed at least thirty (30) days prior to the record date therein specified, or if no record date shall have been specified therein, at least thirty (30) days prior to such specified date, provided, however, failure to provide any such notice shall not affect the validity of such transaction.

b. Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company shall promptly make a certificate signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and each Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving effect to such adjustment, and shall promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid) to the Holder of this Warrant.

8. Loss, Theft, Destruction or Mutilation. Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonable discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation thereof, the Company will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated the date hereof.

9. Warrant Holder Not a Stockholder. The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any rights whatsoever as a stockholder of the Company.

10. Notices. Any notice required or contemplated by this Warrant shall be deemed to have been duly given if transmitted by registered or certified mail, return receipt requested, or nationally recognized overnight delivery service, to the Company at its principal executive offices located at 100 NE 3^rd Avenue, Suite 200, Ft. Lauderdale, FL 33301, Attention: Chief Financial Officer, or to the Holder at the name and address set forth in the Warrant Register maintained by the Company.

11. Choice of Law. THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

12. Jurisdiction and Venue. The Company and Holder hereby agree that any dispute which may arise between them arising out of or in connection with this Warrant shall be adjudicated before a court located in Broward County, Florida and they hereby submit to the exclusive jurisdiction of the federal and state courts of the State of Florida located in Broward County with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Warrant or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth herein or such other address as either party shall furnish in writing to the other.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in its corporate name and by its duly authorized officers, as of this ____ day of ________, 2012.

	RVUE HOLDINGS, INC.

	By:
		Name:
		Title

FORM OF EXERCISE

(to be executed by the registered holder hereof)

The undersigned hereby exercises the right to purchase _________ shares of common stock, par value $0.001 per share (“Common Stock”), of rVue Holdings, Inc. evidenced by the within Warrant Certificate for a Warrant Price of $.__ per share and herewith makes payment of the purchase price in full of $__________ in cash. Kindly issue certificates for shares of Common Stock (and for the unexercised balance of the Warrants evidenced by the within Warrant Certificate, if any) in accordance with the instructions given below.

Dated:____________________ , 20___ .

______________________________

Instructions for registration of stock

_____________________________

Name (Please Print)

Social Security or other identifying Number:

Address:__________________________________

City/State and Zip Code

Instructions for registration of certificate representing

the unexercised balance of Warrants (if any)

_____________________________

Name (Please Print)

Social Security or other identifying Number: ___________

Address:____________________________________

City, State and Zip Code

FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto _____________________ the right represented by the within Warrant to purchase _________ shares of Common Stock of rVue Holdings, Inc. to which the within Warrant relates, and appoints _____________________ to transfer such right on the books of rVue Holdings, Inc. with full power of substitution in the premises.

Dated:
			(Signature must conform to name
			of holder as specified on the
			face of the Warrant)


			(Address)

Signed in the presence of:

__________________________

EX-4.3 4 v300974_ex4-3.htm EXHIBIT 4.3

PROMISSORY NOTE PURCHASE AGREEMENT

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”).

RECITALS

The Company previously issued an aggregate principal amount of $285,000 in secured convertible notes (“Old Notes”) to the Prior Investors. The Company now desires to cancel the Old Notes and sell and issue an aggregate principal amount of up to One Million Two Hundred Seventy Five Thousand Dollars ($1,275,000) in secured convertible promissory notes, and each Investor and Prior Investor desires to purchase, a secured convertible promissory note, in substantially the form attached hereto as Exhibit B (each, a “Note” and together, the “Notes”), which shall be convertible on the terms stated therein into equity securities of the Company, upon the terms and subject to the conditions set forth in this Agreement (the “Offering”). The Notes and the equity securities issuable upon conversion thereof are collectively referred to herein as the “Securities”. The Prior Investors have agreed to cancel and tender the Old Notes to the Company in consideration for Notes to be issued hereunder in the amounts set forth on Exhibit H attached hereto.

AGREEMENT

In consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:

1. Purchase and Sale of Notes.

(a) Sale and Issuance of Notes. Subject to the terms and conditions of this Agreement, each Investor agrees to purchase at the Closing (as defined herein), and the Company agrees to sell and issue to each Investor at the Closing, a Note in the principal amount set forth opposite such Investor’s name on Exhibit A for a purchase price equal to such amount (the “Purchase Price”)

(b) Closings. The purchase and sale of the Notes (the “Closing”) shall take place at the principal offices of the Company, 100 N.E. 3^rd Avenue, Suite 200, Ft. Lauderdale, Florida 33301, on the date hereof, or at such other place, time or date as the Company may decide in its sole discretion.

(c) Company Deliverables. At the Closing, the Company shall deliver to each Investor (i) a Note duly executed by Company and registered in the name of each of the Investors and each of the Prior Investors, in substantially the form attached hereto as Exhibit B (the “Note”) (ii) a counterpart signature page to this Agreement, (iii) a counterpart signature page to the Security Agreement in substantially the form attached hereto as Exhibit C (the “Security Agreement”) and (iv) a Warrant to purchase shares of the Company’s common stock, $.001 par value, the number issuable of which shall be calculated by multiplying the Purchase Price times 2.5, for a term of 5 years exercisable at $.20, executed by the Company and registered in the name of the Investor in substantially the form attached hereto as Exhibit D (the “Warrant”); (iv) copies of the Old Notes, duly cancelled .

(d) Investor Deliverables. At the Closing, each Investor shall deliver to the Company (i) a wire transfer to a bank designated by the Company equal to the Purchase Price, (ii) a counterpart signature page to this Agreement, (iii) a counterpart signature page to the Security Agreement, (iv) a counterpart signature page to the Collateral Agent Agreement in substantially the form attached hereto as Exhibit E (the “Collateral Agreement), and (v) a completed and signed Accredited Investor Declaration the form of which is attached hereto as Exhibit F, (“Accredited Investor Declaration”). The Prior Investors shall tender (i) the Old Notes duly cancelled, (ii) a counterpart signature page to this Agreement, (iii) a counterpart signature page to the Security Agreement, (iv) a counterpart signature page to the Collateral Agent Agreement and (v) a completed and signed Accredited Investor Declaration. This Agreement, the Notes, the Warrants, the Security Agreement, the Collateral Agreement and the Accredited Investor Declaration are hereinafter referred to as the “Transaction Documents”.

(e) Notes Pari Passu. All Notes shall rank pari passu among themselves. Each Investor acknowledges and agrees that all payments on the Notes shall be made on a pro-rata basis, in accordance with each Investor’s Pro-Rata Share (as defined below) at the time of payment. If, despite the provisions of this Section 1(e), any Investor shall receive any payment on its Note in excess of its Pro-Rata Share to which it is then entitled in accordance with this Agreement, such Investor shall hold such excess payment in trust for the benefit of the Investors entitled thereto and promptly pay over or deliver such excess payment to the other Investors for application in accordance with this Section 1(e). For the purposes of this Agreement, the “Pro- Rata Share” of an Investor means the proportion which the unpaid principal amount due under the Note held by that Investor bears to the aggregate unpaid principal amount due under the Notes held by all the Investors; provided, however, that any portion of any Investor’s obligations under a Note converted to equity shall not be considered outstanding for these purposes.

(f) Individual Sales. The Company’s agreement with each of the Investors is a separate agreement, and the sale of the Note to each of the Investors is a separate sale.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors that as of the Closing:

(a) Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, the Security Agreement and the Notes, to issue and sell the Securities, to carry out the provisions of this Agreement, the Security Agreement, and the Notes, and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in every jurisdiction in which the failure to so qualify would have a material adverse effect on its business, assets, results of operation, prospects, condition (financial or otherwise) or liabilities.

(b) Subsidiaries. Except for those subsidiaries set forth on Exhibit G, the Company does not own or control, directly or indirectly, any equity security or other interest of any other corporation, limited partnership or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

(c) Authorization; Binding Obligations. All corporate action on the part of the Company, its directors, officers and shareholders necessary for the authorization of this Agreement, the Security Agreement, and the Notes, and the performance of all obligations of the Company hereunder and thereunder has been duly taken and has not been revoked. This Agreement, the Security Agreement, and the Notes, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity.

(d) Litigation. There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, threatened against the Company that questions the validity of this Agreement, the Security Agreement, and the Notes or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or, to the Company’s knowledge, threatened or any basis therefor known by the Company involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

(e) Old Notes Cancelled. At Closing the Old Notes issued to the Prior Investors listed on Exhibit H will be cancelled, and the Prior Investors will be issued new Notes, in the form attached hereto as Exhibit B in the amounts set forth on Exhibit H. The form and substance of the new Notes to be issued to the Prior Investors shall be identical to Exhibit B except for the name of the holder and the amount.

(f) Conversion Price and Warrant Price Adjustment. The Company will use its best efforts to raise an additional $1.5 million in common equity within 180 days of the first Closing hereunder. If at that time the Company is unable to raise such capital, (i) the Note shall thereafter be amended to reflect that the Conversion Price set forth in Section 3 thereof shall be reduced from $.20 to $.10 without further action, and (ii) the Warrant shall thereafter be amended to reflect that the Warrant Price set forth therein shall be reduced from $.20 to $.10 without further action.

3. Representations and Warranties of the Investors. Each Investor hereby represents and warrants to the Company, on its own behalf and not with respect to any other Investor, severally and not jointly, that as of the Closing:

(a) Organization and Good Standing; Requisite Power and Authority. To the extent that the Investor is an entity, the Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Investor has all requisite power and authority to execute and deliver the Transaction Documents and to carry out their respective provisions. All actions on the Investor’s part required for the lawful execution and delivery of the Transaction Documents have been taken and the Investor has its principal place of business at the address set forth on the signature page hereof and has not been formed for the specific purpose of acquiring the Note. Upon their execution and delivery, the Transaction Documents will constitute a valid and binding obligation of the Investor, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) as limited by general principles of equity.

(b) Investment Representations. The Investor understands that the Securities have not been registered under the United States Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time (the “Securities Act”). The Investor also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Investor’s representations contained in this Agreement.

(c) Investor Bears Economic Risk. The Investor has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Investor is aware that an investment in the Securities is highly speculative and subject to substantial risks. The Investor is capable of bearing the high degree of economic risk and burdens of this investment, including but not limited to the complete loss of all contributed capital, the lack of a public market and limited transferability of the Note, which may make the liquidation of this investment impossible for the indefinite future. The financial condition of the Investor is such that the Investor is under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need or indebtedness. The Investor acknowledges that the Investor must bear the economic risk of this investment indefinitely unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. The Investor understands that the Company has no present intention of registering the Securities. The Investor also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow the Investor to transfer all or any portion of the Securities under the circumstances, in the amounts or at the times the Investor might propose.

(d) Information Made Available. The Investor acknowledges that the Company has made available to the Investor and the Investor’s representatives and advisors, if any, the opportunity to ask questions and receive answers relating to the Offering, the Securities and the Company and to obtain any additional information the Company possesses or could obtain without unreasonable effort or expense to verify the accuracy of the information furnished to the Investor. The Investor confirms that all documents requested by the Investor have been made available to the Investor’s satisfaction, and that the Investor has been furnished all of the additional information concerning this investment which has been requested. Neither the Company nor any other person has made any representation, warranty or guarantee of any kind, relating to projections or otherwise, with respect to the Company, its business, or its affairs, except as set forth in this Agreement. The Investor has had an opportunity to ask questions of and receive answers from authorized persons acting on behalf of the Company to verify the accuracy and completeness of such information. In making a decision to purchase the Securities, the Investor has relied, in part, upon the Companies publicly filed information, including its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011.

(e) Acquisition for Own Account. The Investor is acquiring the Securities for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the Securities. Further, the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

(f) Investor Can Protect Its Interest. The Investor represents that by reason of its, or of its management’s, business or financial experience, the Investor has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement. The offer to sell the Securities was directly communicated to the Investor by the Company in such a manner that the Investor was able to ask questions of and receive answers from the Company or a person acting on its behalf concerning the terms and conditions of this transaction. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general advertising or solicitation in connection and concurrently with such communicated offer.

(g) Accredited Investor. The Investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

(h) Restrictions on Transfer. The Investor understands that the Securities may not be sold or transferred, unless the Securities are registered pursuant to the Securities Act or unless approved by the Company, which approval may be conditioned upon receipt of an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act, and provided further that any transfer of the Securities in accordance with the foregoing shall be subject to the condition precedent that the transferee in each case agrees in writing to be subject to the terms of this Agreement, and is able to make the representations and warranties contained herein without exception, to the same extent as if the transferee were the original Purchaser hereunder. The Company has no obligation to effect a registration of the Securities for resale by the Investor.

(i) Forward Looking Statements. Investor acknowledges and agrees that, when used in any materials provided by the Company, the words “expect,” “estimate,” “project,” “intend” and similar expressions are intended to identify forward looking statements regarding events and financial trends which may affect the Company’s future operating results and financial condition. Such statements, along with any financial projections or projections of operations or results which may have been shown to or discussed with the Investor are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others, the general economic and business conditions, competition, and unavailability of qualified personnel.

(j) Tax Consequences. The Investor acknowledges that the Company has not made any representation or warranty regarding the tax consequences to the Investor arising from the purchase of the Securities in accordance with this Agreement and that the Company shall in no event be liable to the Investor for any adverse tax liability that may arise as a result of the Investor purchasing the Securities in accordance with this Agreement. The Investor acknowledges that the Company has urged the Investor to seek the counsel of the Investor’s own legal or tax advisors with regard to the income tax consequences arising from the purchase of the Securities in accordance with this Agreement.

(k) Indemnification. The Investor hereby agrees to indemnify the Company and its officers, directors, shareholders, employees, agents and attorneys against and hold each of them harmless from any and all losses, claims, demands, liabilities and expenses (including reasonable legal or other expenses, including reasonable attorneys’ fees) arising out of, based upon or related to (i) any sale or disposition of the Securities by the Investor in a violation of the Securities Act or any other securities laws, (ii) any untrue statement or alleged untrue statement of a material fact made by Investor and contained in the Transaction Documents, or (iii) any breach by Investor of any representation, warranty, covenant or agreement made by Investor in the Transaction Documents.

(l) Legend. The Investor understands that each certificate representing the equity securities issuable upon conversion of the Note, as applicable, will be endorsed with a legend substantially as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

5. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, as to matters within the scope thereof. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in Palm Beach County, Florida.

(b) Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby.

(c) Assignment; Successors and Assigns. The Company may not assign this Agreement, or any rights or obligations hereunder, by operation of law or otherwise, without the consent of a majority of the amount invested by the Investors listed on Exhibit A. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators and shall inure to the benefit of and be enforceable by each person who shall be a permitted holder of the Securities (in accordance with their terms) from time to time.

(d) Entire Agreement. This Agreement, the exhibits hereto and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof, and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement, the exhibits hereto and the other documents delivered pursuant hereto.

(e) Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(f) Amendment and Waiver. Except as otherwise expressly set forth in this Agreement, any term of this Agreement may be amended or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only in writing in one or more counterparts signed by the Company and the Requisite Majority. Any amendment, termination or waiver effected in accordance with this Section shall be binding upon each Investor even if they do not execute such consent, each future holder of the Securities and the Company. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

(g) Delays or Omissions; Remedies Cumulative. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of the Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies under this Agreement or otherwise afforded to any party shall be cumulative and not alternative.

(h) Broker’s Fees. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm, other than Noble Financial Capital Markets acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section being untrue.

(i) Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing, by mail, facsimile or personal delivery, and shall be effective upon actual receipt of such notice. The addresses for such communications shall be as set forth below until notice is received that any such address or contact information has been changed:

(i)

If to the Company, at

rVue Holdings, Inc.

100 N.E. 3^rd Ave, Suite 200

Ft Lauderdale, Florida 33301

Attention: Jason M. Kates, CEO

Fax: (954) 525-4245

With a copy to (but which shall not constitute notice to the Company):

Ellenoff Grossman & Schole LLP

150 E. 42^nd Street, 11^th Floor

New York, New York, 10017

Attention: Benjamin S. Reichel, Esq.

Fax: (212) 370-7889

(ii)

If to any Investors, to his, her or its address as indicated on Exhibit A, as well as to the following:

Jean M. Roche, Attorney At Law

10735 South Cicero, Suite 205

Oak Lawn, IL 60453

(708) 423-3822 fax

iVue Holdings, LLC

c/o OAR Management, Inc.

9746 S. Roberts Road

Palos Hills, IL 60465

(708) 430-1679 fax

(j) Expenses. Each party shall pay all its respective costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement. The Company shall reimburse iVue Holdings, LLC (the “Lead Investor”) for costs and expenses incurred by it (including, without limitation, legal and administrative fees) in the amount of Sixty Five Thousand Dollars ($65,000.00) payable, at the discretion of the Company, in cash or by delivery of 325,000 shares of the Company’s common stock, or a combination thereof, within fifteen (15) business days from the date of the first Closing hereunder.

(k) Attorneys’ Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all reasonable fees, costs and expenses of appeals.

(l) Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(m) Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm, or corporation, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective affiliates, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with this Agreement and the transaction contemplated herein.

(n) Timely Performance. Time is of the essence as to the performance of the obligations required of the respective parties under this Agreement.

(o) Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

(p) Usury Exemption. Nothing in this Agreement, the Notes, or in any other agreement deemed to pertain to this Agreement or the Notes shall require the Company to pay interest at a rate in excess of the maximum rate permitted by applicable law. Any interest payable hereunder or under any other instrument relating to the indebtedness evidenced by the Notes that is in excess of the maximum rate permitted by applicable law shall, in the event of acceleration of maturity, late payment, prepayment, or otherwise, be applied to a reduction of the unpaid indebtedness evidenced by the Notes and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of such unpaid indebtedness, such excess shall be refunded to the Company. To the extent not prohibited by applicable law, determination of the maximum rate permitted by applicable law shall at all times be made by amortizing, prorating, allocating and spreading in equal parts during the full term of the indebtedness evidenced hereby, all interest at any time contracted for, charged or received from the Company in connection with the indebtedness evidenced hereby, so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof. This section shall control every other provision of this Agreement, the Notes and all other agreements deemed to be related to this Agreement or the Notes.

(q) Counterparts. This Agreement may be executed in multiple counterparts, all of which when taken together shall be considered one and the same agreement, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by the signature page being sent via e-mail as a portable data format (pdf.) file or image file attachment, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(r) Counsel. All parties hereto have been represented by counsel, and no inference shall be drawn in favor of or against any party by virtue of the fact that such party’s counsel was or was not the principal draftsman of this Agreement. Each of the parties has been provided the opportunity to be represented by counsel of its choice and has been encouraged to seek separate representation to the extent that it deems such desirable, but the absence of such shall not be asserted as a basis for the enforceability or interpretation of any of the terms or provisions of this Agreement, or as a reason to seek disqualification of the Company’s counsel in any controversy or proceeding.

[Signature Pages Follow]

The parties have executed this Promissory Note Purchase Agreement as of the date first written above.

COMPANY: rVue Holdings, Inc.

By:	/s/ Jason Kates
	Name:	/s/ Jason Kates
	Title	/s/ Jason Kates

INVESTORS: [See attached Counterpart Signature Pages]

COUNTERPART SIGNATURE PAGE TO

PROMISSORY NOTE PURCHASE AGREEMENT (the “Agreement”)

by and between rVue Holdings, Inc. and the Investors

By execution of this Counterpart Signature Page, the undersigned agrees to become a party to and be bound by the terms of the Agreement, and the undersigned shall be deemed an “Investor” under the Agreement.

Principal Amount of Secured Convertible Promissory Note subscribed for: _____________

Manner in Which Title is to be Held (check one)

___ Individual Ownership	____Partnership
___ Community Property	____Corporation
___ Tenants in common (both parties must sign)	____Trust
___ Joint Tenant with Right of Survivorship (both parties must sign)
___ Other (please indicate) ______________________

INDIVIDUAL INVESTORS	ENTITY INVESTORS


Signature (Individual)	Name of Entity

	By:
Name(s) (Typed or Printed)		Name:
		Title:


Signature of co-Tenant (if applicable)


Name of Co-Tenant (Typed or Printed)

Address to which correspondence should be	Address to which correspondence should be
directed:	directed:


City, State and Zip Code	City, State and Zip Code

Telephone No.:	Telephone No.:

Fax No.	Fax No.

Email:	Email:


Tax Identification No. / Social Security No.	Employer Identification No.

EX-4.4 5 v300974_ex4-4.htm EXHIBIT 4.4

SECURITY AGREEMENT

This Security Agreement (this “Agreement”) is made as of the 27^th 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.

RECITALS

WHEREAS, the Noteholders have purchased secured convertible promissory notes from the Company (the “Notes”) in connection with the Company’s offering of up to One Million Two Hundred Seventy Five Thousand Dollars ($1,275,000) in secured convertible promissory notes pursuant to that certain Promissory Note Purchase Agreement dated as of the date hereof by and among the Company and the Noteholders (the “Purchase Agreement”);

WHEREAS, as a condition to the purchase of the Notes and as security for the performance by the Company of its obligations under the Notes, including the payment of the interest and principal of the Notes, the Company has agreed to grant a security interest in the Collateral (hereinafter defined) in favor of the Noteholders as provided herein; and

WHEREAS, the Noteholders have appointed the Collateral Agent to act on the Noteholders’ behalf with respect to the Collateral, pursuant to the terms and conditions of that certain Collateral Agent Agreement dated as of the date hereof by and among the Collateral Agent and the Noteholders (the “Collateral Agent Agreement”).

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant of Security Interests. In order to secure the payment and the performance of all the Obligations (as defined below) of the Company, subject to Section 11 of this Agreement, the Company hereby grants and conveys to the Noteholders a continuing first priority lien security interest in the following:

All of the tangible assets of the Company 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 Company and its operating subsidiaries, if any, including, without limitation, general intangibles, payment intangibles and software of the Company and any of its operating subsidiaries and all “Intellectual Property” (as defined below) used in connection with the operation of the Company’s business and any of its operating subsidiaries’ businesses, wherever located, now owned or hereafter acquired (hereinafter collectively called the “Collateral”).

For the purposes of this Agreement, the term “Obligations” means: (i) all amounts (whether principal, interest or otherwise) at any time due and owing by the Company to the Noteholders under the Notes; (ii) all other debts, liabilities, duties and/or obligations of the Company to the Noteholders arising prior to, on or after the date of this Agreement, that arise under or in connection with the Notes; (iii) all costs and expenses incurred by the Noteholders in the collection of any of the indebtedness described in this sentence or in connection with the enforcement of any of the duties and obligations of the Company to the Noteholders under the Notes, including all court costs and expenses and all reasonable attorneys’ fees and expenses; and (iv) all future advances made by the Noteholders for the maintenance, protection, preservation or enforcement of, or realization upon, the Collateral or any portion of the Collateral. For purposes of this Agreement, the term “Intellectual Property” means (A) 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, (B) patents and patent applications (including any continuations, continuations-in-part, divisionals, reissues, renewals and applications for any of the foregoing) ((A) and (B) collectively, “Patents”), (C) 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”), (D) copyrights, whether or not registered, and registrations and applications for registration thereof, and all rights therein provided by multinational treaties or conventions (collectively, “Copyrights”), (E) trade secrets and confidential, technical or business information (including, without limitation, ideas, formulas and compositions), (F) 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, (G) all rights to obtain and apply for Patents, and to register Trademarks and Copyrights, (H) 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 (I) all common law rights with respect to the Intellectual Property hereinabove set out.

2. Filing; Further Assurances. The Company will, at its own expense, execute, deliver, file and record (in such manner and form as the Collateral Agent may require), and hereby expressly permits and authorizes the Collateral Agent to file and record, any financing statements (including any amendments and continuations), any photographic or other reproduction of any financing statement (including any amendments and continuations) or this Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Collateral Agent may reasonably request, in order to create, preserve, perfect or validate any security interests granted pursuant to Section 1 of this Agreement (the “Security Interests”) or to enable the Collateral Agent to exercise and enforce the Noteholders’ rights hereunder with respect to any of the Collateral. The Company shall pay all filing costs associated with perfection of interests created under and filings as a result of the issuance of the Notes and this Agreement.

3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Noteholders that:

(a) the Company is the owner of the Collateral free from any lien, security interest or encumbrance;

(b) no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Agreement;

(c) this Agreement, coupled with the filing of appropriate UCC financing statements, creates in favor of the Noteholders a valid and perfected first priority security interest in all of the Collateral;

(d) the Company 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;

(e) there is no action, suit, investigation or proceeding (or any basis therefor) pending against, or to the knowledge of the Company, threatened against or affecting, any of the Collateral, before any court or arbitrator or any governmental body, agency or official; and

(f) to the knowledge of the Company, there is no material fact directly relating to the business, operations, condition or prospects of the Company (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 Noteholders.

Section 4. Covenants of the Company. The Company hereby covenants and agrees with Noteholders that the Company:

(a) will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein;

(b) will promptly pay any and all taxes, assessments, maintenance fees and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments, maintenance fees and charges shall be contested in good faith by the Company;

(c) will immediately notify the Collateral Agent of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution;

(d) will keep the Collateral free from any additional lien, security interest or encumbrance and in good order and repair, reasonable wear and tear excepted, and will not waste or destroy the Collateral or any part thereof;

(e) will not use the Collateral in violation of any law, statute or ordinance;

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

(g) grants to the Collateral Agent on behalf of the Noteholders a power of attorney for the sole and limited purpose of executing any documents on behalf of the Company which the Noteholders deem reasonably necessary to perfect their security interest in the Collateral (such power, coupled with an interest, is irrevocable until such time as the Obligations hereby secured are satisfied in full).

Section 5. Records Relating to Collateral. The Company will keep its records concerning the Collateral at the Company’s office located at 100 N.E. 3^rd Ave, Suite 200, Ft Lauderdale, FL 33301, or at such other place or places of business or residence as the Collateral Agent may approve in writing, which approval shall not be unreasonably withheld. The Company will hold and preserve such records and will permit the Collateral Agent, as representative of the Noteholders, at any time during normal business hours to examine and inspect the Collateral and to make abstracts from such records, and will furnish to the Collateral Agent such information and reports regarding the Collateral as the Collateral Agent and/or the Noteholders may from time to time reasonably request.

Section 6. General Authority. The Company hereby conditionally appoints the Collateral Agent, or any successor of the Collateral Agent, on behalf of the Noteholders, the Company’s lawful attorney-in-fact, with full power of substitution, in the name of the Company, for the sole use and benefit of the Noteholders, at the Company’s expense, to exercise all of the following powers with respect to the Collateral upon an Event of Default hereunder:

(a) to demand, sue for, collect, receive and give acquittance for all monies due or to become due;

(b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto;

(c) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Noteholders were the absolute owner thereof;

(d) to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto; and

(e) to discharge any taxes, liens, security interests or other encumbrances at any time placed thereon.

Section 7. Events of Default. The Company shall be in default under this Agreement upon the occurrence of any one of the following events (herein referred to as an “Event of Default”):

(a) default by the Company in the due observance or performance of any material covenant or agreement contained herein or breach by the Company of any material representation or warranty herein contained; or

(b) the occurrence of any default by the Company under the provisions of any of the Notes, the Purchase Agreement or any other document now or hereafter evidencing any of the Obligations or securing any of the Obligations.

So long as the Company is not in default under the terms of this Agreement, the Company shall have full right to own, utilize and possess the Collateral free from any interference or exercise of authority over such Collateral by the Noteholders.

Section 8. Remedies Upon Event of Default. If any Event of Default shall have occurred and is continuing, the Collateral Agent, on behalf of the Noteholders may exercise all the rights and remedies of a secured party under the Uniform Commercial Code. The Collateral Agent, on behalf of the Noteholders may require the Company to assemble all or any part of the Collateral and make it available to the Noteholders at a place to be designated by the Collateral Agent, on behalf of the Noteholders, which is reasonably convenient. The Collateral Agent, on behalf of the Noteholders shall give the Company thirty (30) days written notice of its intention to make any public or private sale of Collateral, which notice, in case of a public sale, shall state the time and place fixed for such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent, on behalf of the Noteholders may determine. The Collateral Agent, on behalf of the Noteholders, shall not be obligated to make any such sale pursuant to any such notice. The Collateral Agent, on behalf of the Noteholders may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be adjourned. The Collateral Agent, on behalf of the Noteholders, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Section 9. Application of Collateral and Proceeds. The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in the following order of priorities: (a) first, to pay the expenses of such sale or other realization and all expenses, liabilities and advances incurred or made by the Collateral Agent and the Noteholders in connection therewith, and any other un-reimbursed expenses for which the Collateral Agent and the Noteholders are to be reimbursed pursuant to this Agreement; (b) second, to the Noteholders in proportion to their respective interests in the Obligations; and (c) finally, to pay to the Company, or its successors or assigns, or as a court of competent jurisdiction may direct, any surplus then remaining from such proceeds.

Section 10. Expenses. The Company will forthwith upon demand pay to the Collateral Agent or the Noteholders, as applicable:

(a) the amount of any taxes which the Collateral Agent or the Noteholders may have been required to pay by reason of the Security Interests (including any applicable transfer taxes) or to free any of the Collateral from any lien thereon; and

(b) the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of its counsel and of any agents not regularly in its employ, which the Collateral Agent, on behalf of the Noteholders may incur in connection with (i) the collection, sale or other disposition of any of the Collateral, (ii) the exercise by the Collateral Agent, on behalf of the Noteholders of any of the powers conferred upon it hereunder, or (iii) any default on the Company’s part hereunder.

Section 11. Termination of Security Interests; Release of Collateral. Upon the repayment of all Notes and the performance in full of all the remaining Obligations, the Obligations hereby secured shall be deemed satisfied for purposes of this Agreement, the Security Interests granted herein shall terminate and all rights to the Collateral shall revert to the Company. Upon any such termination of the Security Interests and release of Collateral, the Collateral Agent, on behalf of Noteholders will, at the Company’s expense to the extent permitted by law, execute and deliver to the Company such documents as the Company shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.

Section 12. Insurance. To the extent the same is insurable, the Company shall keep the Collateral insured against direct loss or damage occasioned by theft, fire, extended coverage perils and such other liabilities and hazards as the Noteholders, may reasonably require, through insurers approved by the Collateral Agent, on behalf of the Noteholders, in amounts, without co-insurance, not less than the unpaid balance of the Obligations or the full replacement value, whichever is less, and shall pay the premiums when due. The policies shall contain the standard mortgagee clause in favor of the Noteholders and a copy of all binders for such policies covering the Collateral shall be deposited with the Collateral Agent. The Company shall promptly give notice of loss to insurance companies, the Collateral Agent and the Noteholders. All proceeds from such insurance shall be applied, at the Collateral Agent’s option, to the installments of the Obligations in the inverse order of their maturities (without penalty for prepayment) or to the restoration of the improvements on the Collateral. In the event of foreclosure of this Agreement or other transfer of title to the Collateral, in extinguishment of the indebtedness secured hereby, all right, title, and interest of the Company in and to any insurance then in force shall pass to the purchaser or grantee.

(a) Section 13. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing, by certified or registered mail (postage prepaid), facsimile or personal delivery. The addresses for such communications shall be as set forth below:

(i)

If to the Company, at

rVue Holdings, Inc.

100 N.E. 3^rd Avenue, Suite 200

Fort Lauderdale, Florida 33301

Attention: Jason M. Kates, CEO

Fax: (954) 525-4245

With a copy to (but which shall not constitute notice to the Company):

Ellenoff Grossman & Schole LLP

150 E. 42^nd Street, 11^th Floor

New York, New York, 10017

Attention: Benjamin S. Reichel, Esq.

Fax: (212) 370-7889

(ii)

If to the Collateral Agent, at

David A. Loppert

100 N.E. 3^rd Avenue, Suite 200

Fort Lauderdale, Florida 33301

Fax: (954) 525-6464

or to such other address as any party may designate by notice complying with the terms of this Section 13.

Each such notice shall be deemed delivered: (a) on the date delivered if by personal delivery; (b) on the date of confirmed transmission if by telex, telecopy or other telegraphic communication; and (c) on the date upon which the return receipt is signed or delivery is refused or the notice if designated by the postal authorities as not deliverable, as the case may be, if mailed.

Section 14. Waivers. No failure on the part of the Collateral Agent or the Noteholders to exercise, and no delay in exercising, and no course of dealing with respect to, any right, power or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise by the Collateral Agent or the Noteholders of any right, power or remedy under this Agreement preclude any other right, power or remedy. The remedies in this Agreement are cumulative and are not exclusive of any other remedies provided by law. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally but only by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

Section 15. Governing Law; Jurisdiction. Unless otherwise defined herein, or unless the context otherwise requires, all terms used herein which are defined in the Florida Uniform Commercial Code have the meanings therein stated. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Company hereby irrevocably consents to the jurisdiction of the United States District Court for the Southern District of Florida and any Florida state court sitting in Palm Beach County, Florida in any action or proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims and disputes arising out of or relating to this Agreement may be heard and determined in such state court or, to the extent permitted by law, in such federal court. The choice of forum set forth in this Section 15 shall not be deemed to preclude the bringing of any action by the Collateral Agent or the enforcement by the Collateral Agent of any judgment obtained in such forum in any other appropriate jurisdiction. Each of the Company, the Noteholders, and the Collateral Agent hereby irrevocably waives, and hereby acknowledges that it is estopped from raising, the claims or defenses of lack of personal jurisdiction, improper venue or inconvenient forum to the maintenance of any such action or proceeding.

Section 16. WAIVER OF JURY TRIAL. EACH THE COMPANY, THE NOTEHOLDERS, AND THE COLLATERAL AGENT, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NOTES OR THIS AGREEMENT AND ANY AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER THE COLLATERAL AGENT, THE NOTEHOLDERS OR THE COMPANY.

Section 17. Heirs, Personal Representatives, Successors and Assigns. All of the grants, covenants, terms, provisions and conditions herein shall apply to, bind and inure to the benefit of the heirs, personal representatives, successors and permitted assigns of the Noteholders. None of the Company’s obligations under this Agreement may be delegated or transferred without the prior written consent of the Collateral Agent; and, any such purported delegation or transfer or attempt to delegate or transfer any of such obligations without the prior written consent of the Collateral Agent will be deemed null, void and of no force or effect.

Section 18. Severability. If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction.

Section 19. Enumeration and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

Section 20. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, relating to said subject matter.

Section 21. Amendment. This Agreement may not be amended or modified in any manner except by a written agreement executed by the Company, the Collateral Agent and the holders of a majority of the aggregate outstanding principal of the Notes.

Section 22. Joinder. Additional parties who acquire Notes may be added to this Agreement by execution and delivery of a counterpart signature page by such new party and the Company. The execution and delivery of such signature page and the revision of Schedule A in connection therewith shall not constitute an amendment or waiver under this Agreement. Such parties will constitute Noteholders under this Agreement.

Section 23. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. This Agreement may be executed by facsimile or other electronic signatures.

[Signatures on Next Page]

IN WITNESS WHEREOF, this Security Agreement has been executed by the parties hereto all as of the day and year first above written.

	COMPANY: rVue Holdings, Inc

	By:	/s/ Jason M. Kates
		Name: Jason M. Kates Title: Chief Executive Officer


	COLLATERAL AGENT:

		/s/ David A. Loppert
	David A. Loppert


	NOTEHOLDERS: [See attached Counterpart Signature Pages]

COUNTERPART SIGNATURE PAGE

TO SECURITY AGREEMENT

by and among

rVue Holdings, Inc,

David A. Loppert as collateral agent,

and

the Noteholders who execute this

Counterpart Signature Page

---------------------------------------------------------------------

By execution of this Counterpart Signature Page, the undersigned hereby agrees to become a party to the Security Agreement, and the undersigned shall be a “Noteholder” under the Security Agreement.

[Individuals]			[Entities]


Signature			Name of Entity

			By:
Name:			Name:
			Title:

EX-4.5 6 v300974_ex4-5.htm EXHIBIT 4.5

COLLATERAL AGENT AGREEMENT

This Collateral Agent Agreement (this “Agreement”) is made as of the 27^thday 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”).

RECITALS

WHEREAS, the Noteholders have purchased secured convertible promissory notes from the Company (the “Notes”) in connection with the Company’s offering of up to One Million Two Hundred Seventy Five Thousand Dollars ($1,275,000) in secured convertible promissory notes dated as of the date hereof by and among the Company and the Noteholders (the “Purchase Agreement”);

WHEREAS, as a condition to the purchase of the Notes and as security for the performance by the Company of its obligations under the Notes, the Company, the Collateral Agent and the Noteholders have entered into a Security Agreement dated as of the date hereof (the “Security Agreement”) whereby the Company agreed to grant a security interest in the Collateral (as defined in the Security Agreement) in favor of the Noteholders; and

WHEREAS, in order to provide for the orderly administration of such Collateral, the Noteholders have appointed the Collateral Agent to act on the Noteholders’ behalf with respect to the Collateral, and the Collateral Agent has agreed to accept such appointment, upon the terms and subject to the conditions hereinafter set forth.

1. Appointment of the Collateral Agent. The Noteholders hereby appoint the Collateral Agent (and the Collateral Agent hereby accepts such appointment) to take any action including, without limitation, the registration of any Collateral in the name of the Collateral Agent or its nominees upon and during the continuance of an Event of Default (as defined in the Security Agreement), the exercise of voting rights, if any, upon the occurrence and during the continuance of an Event of Default, the application of any cash Collateral received by the Collateral Agent to the payment of the Obligations, the making of any demand under the Security Agreement, the exercise of any remedies given to the Collateral Agent pursuant to the Security Agreement and the exercise of any authority pursuant to the appointment of the Collateral Agent as an attorney-in-fact of the Company pursuant to the Security Agreement that the Collateral Agent deems necessary or proper for the administration of the Collateral. Upon disposition of the Collateral in accordance with the Security Agreement, the Collateral Agent shall promptly distribute any cash or Collateral in accordance with the Security Agreement. The Collateral Agent will not be required to act hereunder in connection with the Notes, other than as specified in this Agreement and the Security Agreement.

2. Collateral. The Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is held for the benefit of the Noteholders in accordance with this Agreement and the Security Agreement. The Collateral Agent is to distribute any proceeds received from the Collateral, which are distributable to the Noteholders in proportion to their respective interests in the Obligations as defined in the Security Agreement, in accordance with the Security Agreement.

3. Action by the Majority in Interest.

(a) Certain Actions. Each of the Noteholders hereby covenants and agrees that only a “Majority in Interest” (as hereinafter defined) shall have the right, but not the obligation, to undertake the following actions (it being expressly understood that less than a Majority in Interest hereby expressly waive the following rights that they may otherwise have under the Notes or the Security Agreement):

(i) Acceleration. If an Event of Default occurs, after the applicable cure period, if any, a Majority in Interest may, on behalf of all of the Noteholders, instruct the Collateral Agent to provide to the Company notice to cure such default and/or declare the unpaid principal amount of the Notes to be due and payable, together with any and all accrued interest thereon and all costs payable pursuant to such Notes;

(ii) Enforcement. Upon the occurrence of any Event of Default after the applicable cure period, if any, a Majority in Interest may instruct the Collateral Agent to proceed to protect, exercise and enforce, on behalf of all of the Noteholders, their rights and remedies under the Security Agreement against the Company, and such other rights and remedies as are provided by law or equity; and

(iii) Waiver of Past Defaults. A Majority in Interest may instruct the Collateral Agent to waive any Event of Default by written notice to the Company, and the other Noteholders, but not waive damages or default interest accrued until the effective date of such waiver.

(b) Permitted Subordination. A Majority in Interest may instruct the Collateral Agent to agree to subordinate any Collateral to any claim and may enter into any agreement with the Company to evidence such subordination; provided, however, that subsequent to any such subordination, each Note shall remain pari passu with the other Notes held by the Noteholders.

(c) Further Actions. A Majority in Interest may instruct the Collateral Agent to take any action that it may take under this Agreement by instructing the Collateral Agent in writing to take such action on behalf of all of the Noteholders.

(d) Majority in Interest. For so long as any obligations remain outstanding on the Notes, “Majority in Interest” for the purposes of this Agreement shall mean the Noteholders who hold more than fifty percent (50%) of the aggregate outstanding principal amount of the Notes at the time that a particular event occurs.

4. Power of Attorney.

(a) To effectuate the terms and provisions hereof, the Noteholders hereby appoint the Collateral Agent as their attorney-in-fact (and the Collateral Agent hereby accepts such appointment) for the purpose of carrying out the provisions of this Agreement including, without limitation, taking any action on behalf of, or at the instruction of, the Majority in Interest at the written direction of the Majority in Interest and executing any consent authorized pursuant to this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable (and lawful) to accomplish the purposes hereof.

(b) All acts done under the foregoing authorization are hereby ratified and approved and neither the Collateral Agent nor any designee nor agent thereof shall be liable for any acts of commission or omission, for any error of judgment, for any mistake of fact or law except for acts of gross negligence or willful or wanton misconduct.

(c) This power of attorney, being coupled with an interest, is irrevocable while the Security Agreement remains in effect.

5. Expenses of the Collateral Agent. The Noteholders shall pay any and all reasonable costs and expenses incurred by the Collateral Agent, including, without limitation, reasonable costs and expenses relating to all waivers, releases, discharges, satisfactions, modifications and amendments of this Agreement, the administration and holding of the Collateral, insurance expenses, and the enforcement, protection and adjudication of the parties' rights hereunder by the Collateral Agent, including, without limitation, the reasonable disbursements, expenses and fees of the attorneys the Collateral Agent may retain, if any, in proportion to their holdings of the Notes.

6. Reliance on Documents and Experts. The Collateral Agent shall be entitled to rely upon any notice, consent, certificate, affidavit, statement, paper, document, writing or communication (which may be by telegram, cable, telex, telecopier, email, or telephone) reasonably believed by it to be genuine and to have been signed, sent or made by the proper person or persons, and upon opinions and advice of its own legal counsel, independent public accountants and other experts selected by the Collateral Agent.

7. Duties of the Collateral Agent; Standard of Care.

(a) The Collateral Agent's duties are those expressly set forth in this Agreement and the Security Agreement, and the Collateral Agent hereby is authorized to perform those duties in accordance with commercially reasonable practices. The Collateral Agent may exercise or otherwise enforce any of its rights, powers, privileges, remedies and interests under this Agreement, the Security Agreement and applicable law or perform any of its duties under this Agreement and the Security Agreement by or through its attorneys, advisors or agents.

(b) The Collateral Agent shall act in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances.

(c) Any funds held by the Collateral Agent hereunder need not be segregated from other funds except to the extent required by law. The Collateral Agent shall be under no liability for interest on any funds received by it hereunder.

8. Resignation. The Collateral Agent may resign and be discharged of its duties hereunder at any time by giving written notice of such resignation to the other parties hereto, stating the date such resignation is to take effect. Within thirty (30) days of the giving of such notice, a successor collateral agent shall be appointed by the Majority in Interest; provided, however, that if the Noteholders are unable to agree upon a successor within such time period, and notify the Collateral Agent during such period of the inability of the Noteholders to appoint a successor collateral agent, the successor collateral agent may be a person designated by the Collateral Agent, and any and all fees of such successor collateral agent shall be the joint and several obligation of the Noteholders. The Collateral Agent shall continue to serve until the effective date of the resignation or until his successor accepts the appointment and receives the Collateral held by the Collateral Agent but shall not be obligated to take any action hereunder during such period.

9. Exculpation. The Collateral Agent and his attorneys, advisors and agents, shall not incur any liability whatsoever for the holding or delivering documents or for taking any other action in accordance with the terms and provisions of this Agreement, for any mistake or error in judgment, for compliance with any applicable law or any attachment, order or other directive of any court or other authority (irrespective of any conflicting term or provision of this Agreement), or for any act or omission of any other person engaged by the Collateral Agent in connection with this Agreement, unless occasioned by the exculpated person’s own gross negligence or willful or wanton misconduct; and each party hereto hereby waives any and all claims and actions whatsoever against the Collateral Agent and its officers, employees, attorneys and agents, arising out of or related directly or indirectly to any or all of the foregoing acts, omissions and circumstances.

10. Indemnification. The Noteholders hereby agree to indemnify, reimburse and hold harmless the Collateral Agent and his attorneys, advisors and agents, in proportion to their holdings of the Notes, from and against any and all claims, liabilities, losses and expenses that may be imposed upon, incurred by, or asserted against any of them, arising out of or related directly or indirectly to this Agreement or the Collateral, except such as are occasioned by the indemnified person’s own gross negligence or willful or wanton misconduct.

11. Notices. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing (including telex, telecopy and telegraphic communication) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service (including overnight courier such as Fed Ex), telecommunicated, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to the parties as specified below:

As to the Collateral Agent:		David A. Loppert
		100 N.E. 3^rd Avenue, Suite 200
		Fort Lauderdale, Florida 33301
		Fax: (954) 525-4245

As to the Noteholders, to the address provided on the counterpart signature page executed by each Noteholder, or to such other address as any party may designate by notice complying with the terms of this Section 11.

12. Waivers. No act, omission or delay by the Collateral Agent shall constitute a waiver of the Collateral Agent's rights and remedies hereunder or otherwise. No single or partial waiver by the Collateral Agent of any default hereunder or right or remedy that it may have shall operate as a waiver of any other default, right or remedy or of the same default, right or remedy on a future occasion.

13. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. The Collateral Agent and the Noteholders hereby irrevocably consent to the jurisdiction of the United States District Court for the Southern District of Florida and any Florida state court sitting in Palm Beach County, Florida in any action or proceeding arising out of or relating to this Agreement, and hereby irrevocably agree that all claims and disputes arising out of or relating to this Agreement may be heard and determined in such state court or, to the extent permitted by law, in such federal court. The Collateral Agent and the Noteholders hereby irrevocably waive, and hereby acknowledge that they are estopped from raising, the claims or defenses of lack of personal jurisdiction, improper venue or inconvenient forum to the maintenance of any such action or proceeding.

14. WAIVER OF JURY TRIAL. THE COLLATERAL AGENT AND THE NOTEHOLDERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER THE COLLATERAL AGENT OR THE NOTEHOLDERS.

15. Successors and Assigns. Whenever in this Agreement reference is made to any party, such reference shall be deemed to include the successors, assigns, heirs and legal representatives of such party. No party hereto may transfer any rights under this Agreement, unless the transferee agrees to be bound by, and comply with all of the terms and provisions of this Agreement, as if an original signatory hereto on the date hereof.

16. Severability. If any provision hereof is invalid or unenforceable in any jurisdiction, the other provisions hereof shall remain in full force and effect in such jurisdiction.

17. Enumeration and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

18. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, relating to said subject matter.

19. Amendment. This Agreement may not be amended or modified in any manner except by a written agreement executed by the Collateral Agent and the Majority in Interest.

20. Joinder. Additional parties who acquire Notes may be added to this Agreement by execution and delivery of a counterpart signature page by such new party and the Collateral Agent. The execution and delivery of such signature page and the revision of Schedule A in connection therewith shall not constitute an amendment or waiver under this Agreement. Such parties will constitute Noteholders under this Agreement.

21. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. This Agreement may be executed by facsimile or other electronic signatures.

[Signatures on Next Page]

IN WITNESS WHEREOF, this Collateral Agent Agreement has been executed by the parties hereto all as of the day and year first above written.

	COLLATERAL AGENT:


	/s/ David A. Loppert
	David A. Loppert


	NOTEHOLDERS:

	[See attached Counterpart Signature Pages]

COUNTERPART SIGNATURE PAGE

TO COLLATERAL AGENT AGREEMENT

by and among

David A. Loppert, as collateral agent,

and

the Noteholders who execute this

Counterpart Signature Page

---------------------------------------------------------------------

By execution of this Counterpart Signature Page, the undersigned hereby agrees to become a party to the Collateral Agent Agreement, and the undersigned shall be a “Noteholder” under the Collateral Agent Agreement.

[Individuals]			[Entities]


Signature			Name of Entity

			By:
Name:			Name:
			Title: