Unassociated Document


    
      Exhibit
10.3



     

    FORM OF LOCK-UP
AGREEMENT

     

    


    May____,
2010

    


     

    Ladies
and Gentlemen:

     

               The
undersigned is a current or former director, executive officer, or beneficial
owner of shares of capital stock, or securities convertible into or exercisable
or exchangeable for the capital stock (each, a “Company Security”) of
Argo Digital Solutions, Inc., a Delaware corporation (the “Company”). The
undersigned understands that the Company will sell all or substantially all of
its assets pursuant to an Asset Purchase Agreement dated as of the date hereof
to Rvue Holdings, Inc., a publicly traded Nevada corporation (“Parent”) in
consideration for 12,500,000 shares of Parents common stock, $.001 par value
(the “Consideration”)
concurrently with a private placement by Parent of a minimum of 40 Units (the
“Units”) with
each Unit consisting of 125,000 shares of common stock, for a purchase price of
$25,000 per Unit (the “Funding
Transaction”). The undersigned understands that the Company, Parent and
the investors in the Funding Transaction will proceed with the Funding
Transaction in reliance on this Letter Agreement.  After the date
hereof, the Company will adopt a plan of liquidation and thereafter distribute
the Consideration to its shareholders of the Company in accordance with the plan
of liquidation of the Company after satisfaction of the debts and liabilities of
the Company.

     

    1.           In
recognition of the benefit that the Funding Transaction will confer upon the
undersigned, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees, for the
benefit of the Company, Parent, and each investor in the Funding Transaction,
that, during the period beginning on the later of the final closing date (the
“Closing
Date”) of the Funding Transaction pursuant to that certain
Confidential Private Placement Memorandum dated March 23, 2010, as may be
supplemented or amended from time to time (the “PPM”) or the Termination Date
(as defined in the PPM) and ending twelve (12) months after such date (the
“Lockup
Period”), the undersigned will not, without the prior written consent of
Paradox Capital Partners, LLC (the “PCP”), directly or
indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or sell (or announce any
offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option
or contract to purchase, purchase of any option or contract of sale, grant of
any option, right or warrant to purchase or other sale or disposition), or
otherwise transfer or dispose of (or enter into any transaction or device that
is designed to, or could be expected to, result in the disposition by any person
at any time in the future), any securities of Parent (each, a “Parent Security”),
beneficially owned, within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), by
the undersigned on the date hereof or hereafter acquired or (ii) enter into any
swap or other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of any Parent
Security, whether any such swap or transaction described in clause (i) or (ii)
above is to be settled by delivery of any Parent Security (each of the
foregoing, a “Prohibited
Sale”).

     

    2.           Notwithstanding
the foregoing, the undersigned (and any transferee of the undersigned) may
transfer any shares of a Company Security or a Parent Security (i) as a bona
fide gift or gifts, provided that prior to such transfer the donee or donees
thereof agree in writing to be bound by the restrictions set forth herein, (ii)
to any trust, partnership, corporation or other entity formed for the direct or
indirect benefit of the undersigned or the immediate family of the undersigned,
provided that prior to such transfer a duly authorized officer, representative
or trustee of such transferee agrees in writing to be bound by the restrictions
set forth herein, and provided further that any such transfer shall not involve
a disposition for value, (iii) to non-profit organizations qualified as
charitable organizations under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, or (iv) if such transfer occurs by operation of law, such as
rules of descent and distribution, statutes governing the effects of a merger or
a qualified domestic order, provided that prior to such transfer the transferee
executes an agreement stating that the transferee is receiving and holding any
Company Security or Parent Security subject to the provisions of this agreement.
For purposes hereof, “immediate family” shall mean any relationship by
blood, marriage or adoption, not more remote than first cousin.  In
addition, the foregoing shall not prohibit privately negotiated transactions,
provided the transferees agree, in writing, to be bound to the terms of this
lock-up agreement for the balance of the Lockup Period.

     

    3.           This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York applicable to agreements made and to be entirely
performed within such State, without regard to choice of law principles and any
action brought hereunder shall be brought in the courts of the State of New
York, located in the County of New York.  Each party hereto
irrevocably waives any objection on the grounds of venue, forum
non­conveniens or any similar grounds and irrevocably consents to service of
process by mail or in any manner permitted by applicable law and consents to the
jurisdiction of said courts.  Each of the parties hereto hereby waives
all right to trial by jury in any action, proceeding or counterclaim arising out
of the transactions contemplated by this Agreement.

     

    
      
         

      

      
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    4.           This
Letter Agreement will become a binding agreement among the undersigned as of the
date hereof.  In the event that no closing of the Funding Transaction
occurs, this Letter Agreement shall be null and void. This Letter Agreement (and
the agreements reflected herein) may be terminated by the mutual agreement of
Parent, PCP, and the undersigned, and if not sooner terminated, will terminate
upon the expiration date of the Lockup Period. This Letter Agreement may be duly
executed by facsimile and in any number of counterparts, each of which shall be
deemed an original, and all of which together shall be deemed to constitute one
and the same instrument. Signature pages from separate identical counterparts
may be combined with the same effect as if the parties signing such signature
page had signed the same counterpart. This Letter Agreement may be modified or
waived only by a separate writing signed by each of the parties hereto expressly
so modifying or waiving such agreement.

     

    
      
        
          
            
              
                
                  
                    
                      	      
                              Very
      truly yours,

                            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	
                               

                            	 	 	
                               

                            	 
	 	
                              Name:

                            	 	 	
                               

                            	 
	 	
                              Title: 

                            	 	 	
                               

                            	 


                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	Address: 	
                                         

                                      	 	 	
                                         

                                      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 Number
      of shares of Common Stock owned:	 	 	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            	Certificate
      Numbers: 	
                     

                  	 	 	
                     

                  	 


          

        

      

       

       

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	      
                                    Accepted
      and Agreed to:

                                  	 	 	 	 
	 	 	 	 	 
	RVUE
      HOLDINGS, INC.	 	 	 	 
	 	 	 	 	 
	By: 	
                                     

                                  	 	 	
                                     

                                  	 
	 	
                                    Name:

                                  	 	 	
                                     

                                  	 
	 	
                                    Title: 

                                  	 	 	
                                     

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      
         

      

      
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