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.






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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.


 


3.2Cancellation
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.


3.3Adjustments.


 


(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.






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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.


 


7.1Waiver
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.


 


7.2Amendments
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.






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7.3Transfer;
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.


 


7.4Time
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.


 


7.5Usury.
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.


7.6Attorney’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.


 


7.7Governing
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.






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7.8Loss
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.


7.9Shareholder
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]






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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:	 


 






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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___ .