Unassociated Document


    Exhibit
10.2

     

    

      FORM OF REGISTRATION RIGHTS
AGREEMENT

      


      THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made
as of _______ ___, 2010, among Rvue Holdings, Inc, a Nevada corporation (the
“Company”), and
each signatory hereto (each, an “Investor” and
collectively, the “Investors”).

       


      R
E C I T A L S

       

      WHEREAS,
the Company and the Investors are parties to Subscription Agreements (the “Subscription
Agreements”) entered into in connection with a private placement offering
described in the Confidential Private Placement Memorandum, dated March 23,
2010, as such may be amended and supplemented from time to time (the “PPM”);

       

      WHEREAS,
the Investors’ obligations under the Subscription Agreements are conditioned
upon certain registration rights under the Securities Act of 1933, as amended
(the “Securities
Act”); and

       

      WHEREAS,
the Investors and the Company desire to provide for the rights of registration
under the Securities Act as are provided herein upon the execution and delivery
of this Agreement by such Investors and the Company.

       

      NOW,
THEREFORE, in consideration of the promises, covenants and conditions set forth
herein, the parties hereto hereby agree as follows:

       

      1. Registration
Rights.

       

      
        	
                1.1.  

              	
                Definitions.  As
      used in this Agreement, the following terms shall have the meanings set
      forth below:

              


      

       

      “Commission” means the
United States Securities and Exchange Commission.

       

      “Common Stock” means
the Company’s common stock, par value $0.001 per share.

       

      “Effectiveness Date”
means the date that is one hundred eighty (180) days after the Trigger
Date.

       

      “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

       

      “Filing Date” means
the date that is ninety (90) days after the Trigger Date.

       

      “Investor” means any
person owning Registrable Securities who becomes party to this Agreement by
executing a counterpart signature page hereto, or other agreement in writing to
be bound by the terms hereof, which is accepted by the Company.

       

      The terms
“register,”
“registered”
and “registration” refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or
document.

       

      “Registrable
Securities” means any of the Shares or any securities issued or issuable
as (or any securities issued or issuable upon the conversion or exercise of any
warrant, right or other security that is issued as) a dividend or other
distribution with respect to, or in exchange for, or in replacement of, the
Shares; provided, however, that
Registrable Securities shall not include any securities of the Company that have
previously been registered and remain subject to a currently effective
registration statement or which have been sold to the public either pursuant to
a registration statement or Rule 144, or which have been sold in a private
transaction in which the transferor’s rights under this Section 1 are not
assigned, or which may be sold immediately without registration under the
Securities Act and without volume restrictions pursuant to Rule
144.

       


      
        
           


        

        
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      “Rule 144” means Rule
144 as promulgated by the Commission under the Securities Act, as such Rule may
be amended from time to time, or any similar successor rule that may be
promulgated by the Commission.

       

      “Rule 415” means Rule
415 as promulgated by the Commission under the Securities Act, as such Rule may
be amended from time to time, or any similar successor rule that may be
promulgated by the Commission.

       

      “Shares” means the
shares of Common Stock issued pursuant to the Subscription
Agreements.

       

      “Trigger Date” means
the later of the Final Closing Date or the Termination Date (as such terms are
defined in the PPM).

       

      1.2. Company
Registration.

       

      (a) On or
prior to the Filing Date the Company shall prepare and file with the Commission
a registration statement covering the Registrable Securities for an offering to
be made on a continuous basis pursuant to Rule 415.  The registration
statement shall be on Form S-1 (except if the Company is not then eligible to
register for resale the Registrable Securities on Form S-1, in which case such
registration shall be on another appropriate form in accordance herewith) and
shall contain (unless otherwise directed by Investors holding an aggregate of at
least 75% of the Registrable Securities on a fully diluted basis) substantially
the “Plan of
Distribution” attached hereto as Annex
A.  The Company shall cause the registration statement to
become effective and remain effective as provided herein.  The Company
shall use commercially reasonable efforts to cause the registration statement to
be declared effective under the Securities Act as soon as possible and, in any
event, by the Effectiveness Date.  The Company shall use commercially
reasonable efforts to keep the registration statement continuously effective
under the Securities Act for a period of 12 months, unless all Registrable
Securities covered by such registration statement have been sold, or may be sold
without the requirement to be in compliance with Rule 144(c)(1) and otherwise
without restriction or limitation pursuant to Rule 144, as determined by the
counsel to the Company (the “Effectiveness
Period”).

       

      (b) The
Company shall pay to Investors a fee of 1% per month of the Investors’
investment, payable in cash, for every thirty (30) day period up to a maximum of
10%, pro rata in the event of periods less than thirty (30) days: (i) following
the Filing Date that the registration statement has not been filed and (ii)
following the Effectiveness Date that the registration statement has not been
declared effective; provided, however, that the
Company shall not be obligated to pay any such liquidated damages if the Company
is unable to fulfill its registration obligations as a result of rules,
regulations, positions or releases issued or actions taken by the Commission
pursuant to its authority with respect to “Rule 415”, and the Company registers
at such time the maximum number of shares of Common Stock permissible upon
consultation with the staff of the Commission; provided, further, that the
Company shall not be obligated to pay any liquidated damages at any time
following the one year anniversary of the Final Closing Date.

       

      (c)           If
during the Effectiveness Period, the number of Registrable Securities at any
time exceeds 100% of the number of shares of Common Stock then registered in a
registration statement, the Company shall file as soon as reasonably practicable
an additional registration statement covering the resale of not less than the
number of such Registrable Securities.

       

      (d)           The
Company shall bear and pay all expenses incurred in connection with any
registration, filing or qualification of Registrable Securities with respect to
the registrations pursuant to this Section 1.2 for each Investor, including
(without limitation) all registration, filing and qualification fees, printer’s
fees, accounting fees and fees and disbursements of counsel for the Company, but
excluding any brokerage or underwriting fees, discounts and commissions relating
to Registrable Securities and fees and disbursements of counsel for the
Investors.

       

      
        
           


        

        
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      (e)           If
at any time during the Effectiveness Period there is not an effective
Registration Statement covering all of the Registrable Securities, then the
Company shall notify each Investor in writing at least fifteen (15) days prior
to the filing of any registration statement under the Securities Act, in
connection with a public offering of shares of Common Stock (including, but not
limited to, registration statements relating to secondary offerings of
securities of the Company but excluding any registration statements (i) on Form
S-4 or S-8 (or any successor or substantially similar form), or of any employee
stock option, stock purchase or compensation plan or of securities issued or
issuable pursuant to any such plan, or a dividend reinvestment plan, (ii)
otherwise relating to any employee, benefit plan or corporate reorganization or
other transactions covered by Rule 145 promulgated under the Securities Act, or
(iii) on any registration form which does not permit secondary sales or does not
include substantially the same information as would be required to be included
in a registration statement covering the resale of the Registrable Securities
and will afford each Investor an opportunity to include in such registration
statement all or part of the Registrable Securities held by such Investor. In
the event an Investor desires to include in any such registration statement all
or any part of the Registrable Securities held by such Investor, the Investor
shall within ten (10) days after the above-described notice from the Company, so
notify the Company in writing, including the number of such Registrable
Securities such Investor wishes to include in such registration statement. If an
Investor decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company such Investor shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to the offering of the securities, all upon the
terms and conditions set forth herein.

       

      1.3. Obligations of the
Company.  Whenever required under this Section 1 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:

       

      (a) Prepare
and file with the Commission a registration statement with respect to such
Registrable Securities and use commercially reasonable efforts to cause such
registration statement to become effective and to keep such registration
statement effective during the Effectiveness Period;

       

      (b) Prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;

       

      (c) Furnish
to the Investors such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them (provided that the Company
would not be required to print such prospectuses if readily available to
Investors from any electronic service, such as on the EDGAR filing database
maintained at www.sec.gov);

       

      (d) Use
commercially reasonable efforts to register and qualify the securities covered
by such registration statement under such other securities’ or blue sky laws of
such jurisdictions as shall be reasonably requested by the Investors; provided
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions;

       

      (e) In the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter(s) of such offering (each Investor participating in
such underwriting shall also enter into and perform its obligations under such
an agreement);

       

      (f) Promptly
notify each Investor holding Registrable Securities covered by such registration
statement at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, within one business day, (i) of the
effectiveness of such registration statement, or (ii) of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing;


      
        
           


        

        
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      (g) Cause all
such Registrable Securities registered pursuant hereto to be listed on each
securities exchange or nationally recognized quotation system on which similar
securities issued by the Company are then listed; and

       

      (h) Provide a
transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration.

       

      1.4. Furnish
Information.  It shall be a condition precedent to the
Company’s obligations to take any action pursuant to this Section 1 with respect
to the Registrable Securities of any selling Investor that such Investor shall
furnish to the Company such information regarding such Investor, the Registrable
Securities held by such Investor, and the intended method of disposition of such
securities in the form attached to this Agreement as Annex B, or as otherwise
reasonably required by the Company or the managing underwriters, if any, to
effect the registration of such Investor’s Registrable Securities.

       

      1.5.           Delay of
Registration.  No Investor shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 1.

       

      1.6.           Indemnification.

       

      (a)           To
the extent permitted by law, the Company will indemnify and hold harmless each
Investor, any underwriter (as defined in the Securities Act) for such Investor
and each person, if any, who controls such Investor or underwriter within the
meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages or liabilities (joint or several) to which any of the foregoing persons
may become subject under the Securities Act, the Exchange Act or other federal
or state securities law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively, a “Violation”): (i) any
untrue statement or alleged untrue statement of a material fact contained in a
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto (collectively, the
“Filings”),
(ii) the omission or alleged omission to state in the Filings a material fact
required to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law; and the Company will pay any legal or other expenses reasonably
incurred by any person to be indemnified pursuant to this Section 1.6(a) in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the
indemnity agreement contained in this Section 1.6(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation that occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Investor, underwriter or controlling
person.

       

      (b)           To
the extent permitted by law, each Investor will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the
registration statement, each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act, any underwriter, any other
Investor selling securities in such registration statement and any controlling
person of any such underwriter or other Investor, against any losses, claims,
damages or liabilities (joint or several) to which any of the foregoing persons
may become subject under the Securities Act, the Exchange Act or other federal
or state securities law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Investor expressly for use in connection with such registration; and each such
Investor will pay any legal or other expenses reasonably incurred by any person
to be indemnified pursuant to this Section 1.6(b) in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the
indemnity agreement contained in this Section 1.6(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Investor (which consent shall
not be unreasonably withheld); provided, however, in no event
shall any indemnity under this subsection 1.6(b) exceed the net proceeds
received by such Investor upon the sale of the Registrable Securities giving
rise to such indemnification obligation.


      
        
           


        

        
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      (c)           Promptly
after receipt by an indemnified party under this Section 1.6 of notice of the
commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 1.6, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if materially prejudicial to its ability to defend such action,
shall relieve such indemnifying party of any liability to the indemnified party
under this Section 1.6, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 1.6.

       

      (d)           If
the indemnification provided for in Sections 1.6(a) and (b) is held by a court
of competent jurisdiction to be unavailable to an indemnified party with respect
to any loss, claim, damage or expense referred to herein, then the indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or expense in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions or
alleged statements or omissions that resulted in such loss, liability, claim or
expense as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact relates to information supplied by the indemnifying
party or by the indemnified party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  In no event shall any Investor be required to contribute an
amount in excess of the net proceeds received by such Investor upon the sale of
the Registrable Securities giving rise to such indemnification
obligation.

       

      (e)           The
obligations of the Company and Investors under this Section 1.6 shall survive
the completion of any offering of Registrable Securities in a registration
statement under this Section 1, and otherwise.


      
        
           


        

        
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      1.7.           Reports Under Securities
Exchange Act.  With a view to making available the benefits of
certain rules and regulations of the Commission, including Rule 144, that may at
any time permit an Investor to sell securities of the Company to the public
without registration or pursuant to a registration on Form S-1, the Company
agrees to:

       

      (a)           make
and keep public information available, as those terms are understood and defined
in Rule 144, at all times after ninety (90) days after the Trigger
Date;

       

      (b)           take
such action, including the voluntary registration of its Common Stock under
Section 12 of the Exchange Act, as is necessary to enable the Investors to
utilize Form S-3 for the sale of their Registrable Securities, such action to be
taken as soon as practicable after the end of the fiscal year in which the
registration statement is declared effective;

       

      (c)           file
with the Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act; and

       

      (d)           furnish
to any Investor, so long as the Investor owns any Registrable Securities,
forthwith upon request (i) a written statement by the Company that it has
complied with the reporting requirements of Rule 144 (at any time after ninety
(90) calendar days after the Trigger Date), the Securities Act and the Exchange
Act (at any time after it has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to
Form S-1 (at any time after it so qualifies), (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company, and (iii) such other information as may be reasonably
requested in availing any Investor of any rule or regulation of the Commission
that permits the selling of any such securities without registration or pursuant
to such form.

       

      1.8.           Transfer or Assignment of
Registration Rights.  The rights to cause the Company to
register Registrable Securities pursuant to this Section 1 may be transferred or
assigned, but only with all related obligations, by an Investor to a transferee
or assignee who (a) acquires at least 1,000 Shares (subject to appropriate
adjustment for stock splits, stock dividends and combinations) from such
transferring Investor, unless waived in writing by the Company, or (b) holds
Registrable Securities immediately prior to such transfer or assignment; provided, that in the case of
(a), (i) prior to such transfer or assignment, the Company is furnished with
written notice stating the name and address of such transferee or assignee and
identifying the securities with respect to which such registration rights are
being transferred or assigned, (ii) such transferee or assignee agrees in
writing to be bound by and subject to the terms and conditions of this Agreement
and (iii) such transfer or assignment shall be effective only if immediately
following such transfer or assignment the further disposition of such securities
by the transferee or assignee is restricted under the Securities
Act.

       

      2.      Legend.

       

      Each
certificate representing Shares of Common Stock held by the Investors shall be
endorsed with the following legend:

       

      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE WITH
RESPECT TO SUCH TRANSFER.  ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.”

       

      
        
           


        

        
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      The
legend set forth above shall be removed, and the Company shall issue a
certificate without such legend to the transferee of the Shares represented
thereby, if, unless otherwise required by state securities laws, (i) such Shares
have been sold under an effective registration statement under the Securities
Act, (ii) in connection with a sale, assignment or other transfer, such holder
provides the Company with an opinion of counsel, reasonably acceptable to the
Company, to the effect that such sale, assignment or transfer is being made
pursuant to an exemption from the registration requirements of the Securities
Act, or (iii) such holder provides the Company with reasonable assurance that
the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule
144A under the Securities Act.

       

      3.      Miscellaneous.

       

      3.1.           Governing
Law.  The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Agreement shall be
adjudicated only before a federal court located in the State of New York and
they hereby submit to the exclusive jurisdiction of the federal and state courts
of the State of New York 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 Agreement or any acts or omissions relating
to the registration 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 below
or such other address as the undersigned shall furnish in writing to the
other.

       

      3.2.           Waivers and
Amendments.  This Agreement may be terminated and any term of
this Agreement may be amended or waived (either generally or in a particular
instance and either retroactively or prospectively) with the written consent of
the Company and Investors holding at least a majority of the Registrable
Securities then outstanding (the “PCP”).  Notwithstanding
the foregoing, additional parties may be added as Investors under this
Agreement, and the definition of Registrable Securities expanded, with the
written consent of the Company and the PCP.  No such amendment or
waiver shall reduce the aforesaid percentage of the Registrable Securities, the
holders of which are required to consent to any termination, amendment or waiver
without the consent of the record holders of all of the Registrable Securities.
Any termination, amendment or waiver effected in accordance with this Section
3.2 shall be binding upon each holder of Registrable Securities then
outstanding, each future holder of all such Registrable Securities and the
Company.

       

      3.3.           Successors and
Assigns.  Except as otherwise expressly provided herein, the
provisions of this Agreement shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties
hereto.

       

      3.4.           Entire
Agreement.  This Agreement constitutes the full and entire
understanding and agreement among the parties with regard to the subject matter
hereof, and no party shall be liable or bound to any other party in any manner
by any warranties, representations or covenants except as specifically set forth
herein.

       

      3.5.           Notices.  All
notices and other communications required or permitted under this Agreement
shall be in writing and shall be delivered personally by hand or by overnight
courier, mailed by United States first-class mail, postage prepaid, sent by
facsimile or sent by electronic mail directed (a) if to an Investor, at such
Investor’s address, facsimile number or electronic mail address set forth in the
Company’s records, or at such other address, facsimile number or electronic mail
address as such Investor may designate by ten (10) days’ advance written notice
to the other parties hereto or (b) if to the Company, to its address, facsimile
number or electronic mail address set forth on its signature page to this
Agreement and directed to the attention of Steven Palasay, Chief Financial
Officer, or at such other address, facsimile number or electronic mail address
as the Company may designate by ten (10) days’ advance written notice to the
other parties hereto. All such notices and other communications shall be
effective or deemed given upon delivery, on the date that is three (3) days
following the date of mailing, upon confirmation of facsimile transfer or upon
confirmation of electronic mail delivery.

       

      3.6.           Interpretation.  The
words “include,” “includes” and “including” when used herein shall be deemed in
each case to be followed by the words “without limitation.”  The
titles and subtitles used in this Agreement are used for convenience only and
are not considered in construing or interpreting this Agreement.

       

      
        
           


        

        
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      3.7.           Severability.  If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement, and the
balance of the Agreement shall be interpreted as if such provision were so
excluded, and shall be enforceable in accordance with its terms.

       

      3.8.           Independent Nature of
Investors’ Obligations and Rights. The obligations of each Investor
hereunder are several and not joint with the obligations of any other Investor
hereunder, and no Investor shall be responsible in any way for the performance
of the obligations of any other Investor hereunder. Nothing contained herein or
in any other agreement or document delivered at any closing, and no action taken
by any Investor pursuant hereto or thereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Investors are in any way acting in
concert with respect to such obligations or the transactions contemplated by
this Agreement. Each Investor shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Investor to be joined as an
additional party in any proceeding for such purpose.

       

      3.9.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.

       

      3.10.           Telecopy Execution and
Delivery.  A facsimile, telecopy or other reproduction of this
Agreement may be executed by one or more parties hereto, and an executed copy of
this Agreement may be delivered by one or more parties hereto by facsimile or
similar electronic transmission device pursuant to which the signature of or on
behalf of such party can be seen, and such execution and delivery shall be
considered valid, binding and effective for all purposes.  At the
request of any party hereto, all parties hereto agree to execute an original of
this Agreement as well as any facsimile, telecopy or other reproduction
hereof.

       

      [SIGNATURE
PAGE FOLLOWS]

       

      
        
           


        

        
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      IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, as of the date, month and year first set forth
above.

       

      
        
          
            
              
                
                  
                    
                      
                        	 	RVUE HOLDINGS, INC.	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	 	 
	 	Name:
      Jason Kates	 
	 	Title:
      Chief Executive Officer	 
	 	 	 	 
	 	 Address
      for notice:	 


                      

                    

                  

                

              

            

          

        

      

       

      
 

      


      


      


      


      


      


      



      
        
           


        

        
          
            C-9

             

            
              [COMPANY
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

            

          

          
            

          

        

        
           


        

      


              IN WITNESS WHEREOF,
the undersigned Investor has executed this Agreement as of the date, month and
year that such Investor became the owner of Registrable Securities.

       

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	“Investor”	 
	 	 	 
	 	 	 
	 	 	 	 
	
                                                     

                                                  	
                                                    By:
      

                                                  	 	 
	 	Name :	 	 
	 	Title :	 	 
	 	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  	
                           

                        	
                          Telephone:

                        	 	 
	 	 	 	 
	 	      
                          Facsimile:

                        	 	 
	 	 	 	 
	 	Email:	 	 
	 	 	 	 


                

              

            

          

        

      

       

       

       

      
        
           


        

        
          
            C-10

             

            
              
                [INVESTOR
COUNTERPART SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT]

              

            

          

          
            

          

        

        
           


        

      


      Annex A

      Plan of
Distribution

      


      Each
selling stockholder of the common stock and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on the [NAME OF PRINCIPAL TRADING MARKET] or any other stock
exchange, market or trading facility on which the shares are traded or in
private transactions. These sales may be at fixed or negotiated prices. A
selling stockholder may use any one or more of the following methods when
selling shares:

       

      
        	
                (a).  

              	
                ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

              


      

       

      
        	
                (b).  

              	
                block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

              


      

       

      
        	
                (c).  

              	
                purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

              


      

       

      
        	
                (d).  

              	
                an
      exchange distribution in accordance with the rules of the applicable
      exchange;

              


      

       

      
        	
                (e).  

              	
                privately
      negotiated transactions;

              


      

       

      
        	
                (f).  

              	
                settlement
      of short sales entered into after the effective date of the registration
      statement of which this prospectus is a
part;

              


      

       

      
        	
                (g).  

              	
                broker-dealers
      may agree with the selling stockholders to sell a specified number of such
      shares at a stipulated price per
share;

              


      

       

      
        	
                (h).  

              	
                through
      the writing or settlement of options or other hedging transactions,
      whether through an options exchange or
  otherwise;

              


      

       

      
        	
                (i).  

              	
                a
      combination of any such methods of sale;
or

              


      

       

      
        	
                (j).  

              	
                any
      other method permitted pursuant to applicable
  law.

              


      

       

      The
selling stockholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended, if available, rather than under this
prospectus.

       

      Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the selling stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated, but,
except as set forth in a supplement to this prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with
FINRA Rule 2440; and in the case of a principal transaction a markup or markdown
in compliance with FINRA IM-2440.

       

      In
connection with the sale of the common stock or interests therein, the selling
stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume. The selling
stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).

       

      
        
           


        

        
          ANNEX
A-1

          
            

          

        

        
           


        

      

       

      The
selling stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act of 1933, as amended, in connection with such sales. In such
event, any commissions received by such broker-dealers or agents and any profit
on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933, as amended. Each
selling stockholder has informed us that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to
distribute the common stock. In no event shall any broker-dealer receive fees,
commissions and markups which, in the aggregate, would exceed eight percent
(8%).

       

      We are
required to pay certain fees and expenses incurred by us incident to the
registration of the shares. We have agreed to indemnify the selling stockholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act of 1933, as amended.

       

      Because
selling stockholders may be deemed to be “underwriters” within the meaning of
the Securities Act of 1933, as amended, they will be subject to the prospectus
delivery requirements of the Securities Act of 1933, as amended, including Rule
172 thereunder. In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as
amended may be sold under Rule 144 rather than under this prospectus. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of the resale shares by the selling stockholders.

       

      We agreed
to keep this prospectus effective until the earlier of (i) the date on which the
shares may be resold by the selling stockholders without registration and
without the requirement to be in compliance with Rule 144(c)(1) and otherwise
without restriction or limitation pursuant to Rule 144 or (ii) all of the shares
have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect. The resale shares will be sold only through
registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale shares may not be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.

       

      Under
applicable rules and regulations under the Securities Exchange Act of 1934, as
amended, any person engaged in the distribution of the resale shares may not
simultaneously engage in market making activities with respect to the common
stock for the applicable restricted period, as defined in Regulation M, prior to
the commencement of the distribution. In addition, the selling stockholders will
be subject to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, including Regulation M, which
may limit the timing of purchases and sales of shares of the common stock by the
selling stockholders or any other person. We will make copies of this prospectus
available to the selling stockholders and have informed them of the need to
deliver a copy of this prospectus to each purchaser at or prior to the time of
the sale (including by compliance with Rule 172 under the Securities Act of
1933, as amended).

       


      
        
           


        

        
          ANNEX
A-2

          
            

          

        

        
           


        

      

      Annex
B

       

      [COMPANY]

      


      Selling
Securityholder Notice and Questionnaire

      


      The
undersigned beneficial owner of common stock (the “Registrable
Securities”) of ___________________________, a _________ corporation (the
“Company”),
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”) a
registration statement (the “Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of
the Registrable Securities, in accordance with the terms of the Registration
Rights Agreement (the “Registration Rights
Agreement”) to which
this document is annexed. A copy of the Registration Rights Agreement is
available from the Company upon request at the address set forth
below.  All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Registration Rights Agreement.

      


      Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus.  Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Registration Statement and
the related prospectus.

      


      NOTICE

      


      The
undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the
Registrable Securities owned by it in the Registration Statement.

      


      The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

      


      QUESTIONNAIRE

       

      
        
          
            
              
                
                  
                    	
                            1.           Name.

                          
	 
      
	
                            (a)           Full
      Legal Name of Selling Securityholder

                          
	 
      
	 
      
	 
      
	
                            (b)           Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities are held:

                          
	 
      
	 
      
	 
      
	
                            (c)           Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by this Questionnaire):

                          
	 
      
	
                            2.           Address
      for Notices to Selling Securityholder:

                          
	 
      
	 
      
	 
      


                  

                

              

            

          

        

      

       

      
        
           


        

        
          ANNEX
A-3

          
            

          

        

        
           


        

      

      


      
        	
                Telephone:

              
	
                Fax:

              
	
                Contact
      Person:

              


      

      


      3.           Broker-Dealer
Status:

      


      (a)           Are
you a broker-dealer?

      


      Yes  o                    No 
o

      


      (b)           If
“yes” to Section 3(a), did you receive your Registrable Securities as
compensation for investment banking services to the Company?

      


      Yes  o                    No 
o

      


      Note:                      If
“no” to Section 3(b), the Commission’s staff has indicated that you should be
identified as an underwriter in the Registration Statement.

      


      (c)           Are
you an affiliate of a broker-dealer?

      


      Yes   o                   No 
o

      


      (d)           If
you are an affiliate of a broker-dealer, do you certify that you purchased the
Registrable Securities in the ordinary course of business, and at the time of
the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the
Registrable Securities?

      


      Yes    o                  No 
o

      


      Note:      
If “no” to Section 3(d), the Commission’s staff has indicated that you should be
identified as an underwriter in the Registration Statement.

      


      4.  Beneficial
Ownership of Securities of the Company Owned by the Selling
Securityholder.

      


      Except
as set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the securities
issuable pursuant to the Purchase Agreement.

      


      
        
          
            
              	
                      a)           Type
      and Amount of other securities beneficially owned by the Selling
      Securityholder:

                    
	 
      
	 
      
	 
      
	 
      


            

          

        

      

      


      5.  Relationships
with the Company:

      


      Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

      


      State any
exceptions here:

       

      
        
           


        

        
          ANNEX
A-4

          
            

          

        

        
           


        

      


      The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective.

      


      By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 5 and the inclusion of such
information in the Registration Statement and the related prospectus and any
amendments or supplements thereto.  The undersigned understands that
such information will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement and the related
prospectus.

      


      IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
and Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

       

      
        
          
            
              	Date:	 	 
	 	 	 
	 	Beneficial
      Owner:	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 	 	 


            

          

        

      

      
 

      
 

      PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:

      


      [COMPANY]

      [ADDRESS]

      Fax:
(___) ___-____


      
        
           


        

        
          ANNEX
A-5