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Published on 5/15/2012 in the Prospect News PIPE Daily.

rVue Holdings places $300,000 of additional 6% convertibles due 2013

Additional convertibles lift private placement to $1.49 million

By Angela McDaniels

Tacoma, Wash., May 15 - rVue Holdings, Inc. issued an additional $300,000 of 6% secured convertible promissory notes due Jan. 31, 2013 and series C warrants to purchase 750,000 shares of common stock on May 11.

On Jan. 27, the company agreed to sell up to $1.28 million of convertibles and warrants to purchase up to 3,187,500 shares in a private placement. It issued $1.19 million of convertibles, including $288,069 of convertibles that were issued in exchange for secured convertible promissory notes previously sold to the investors, and warrants for 2,970,166 shares.

On May 10, the company and lead investor iVue Holdings, LLC agreed to amend the purchase agreement to issue up to an additional $500,000 of convertibles, remove the ratchet language providing for an adjustment to the conversion price of the convertibles and the exercise price of the warrants in the event $1.5 million of common equity was not raised by the company within 180 days of the original sale of the notes and change the collateral agent to Theresa Roche from David Loppert.

The notes are convertible at maturity into common shares at $0.20 per share, which represents a 9.09% discount to the company's $0.22 closing share price on Jan. 26.

If the company conducts a financing of at least $500,000 prior to the maturity date, then the notes will automatically convert into securities sold in the subsequent offering. The conversion price will be the lower of 70% of the price per security issued in the subsequent offering and $0.20.

Each of the five-year warrants is exercisable at $0.20. The company may redeem them if its stock closes above $1.00 for 20 consecutive days.

Based in Fort Lauderdale, Fla., rVue offers digital advertising services.

Issuer:rVue Holdings, Inc.
Issue:Secured convertible promissory notes
Amount:$1,488,067
Maturity:Jan. 31, 2013
Coupon:6%
Conversion price:$0.20
Warrants:For 3,720,166 shares
Warrant expiration:Five years
Warrant strike price:$0.20
Investor:iVue Holdings, LLC (lead)
Settlement dates:Jan. 27 for $1,188,067; May 11 for $300,000
Stock symbol:OTCBB: RVUE
Stock price:$0.29 at close May 14
Market capitalization:$10.87 million

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