X0306 4 2016-10-11 0 0001455206 RVUE HOLDINGS, INC. RVUE 0001424731 Roche Robert W. C/O RVUE HOLDINGS, INC. 6688 JOLIET ROAD, #255 INDIAN HEAD PARK IL 60525 1 0 1 0 Common Stock 143176276 I See footnote Common Stock 166666 D Convertible Note 0.0026 2016-10-11 4 P 0 201000 0.0026 A Common Stock 77277970 77277970 I See footnote Warrants 0.2 2012-07-24 2017-07-24 Common Stock 5833333 5833333 I See footnote Options (right to buy) 0.2 2011-06-21 2020-12-21 Common Stock 200000 200000 D Securities owned by Roche Enterprises, Ltd., formerly known as Acorn Composite Corp., a corporation of which Mr. Roche is the sole shareholder. Mr. Roche may be deemed to have a pecuniary interest in such securities. As reported in the Company's Current Report on Form 8-K filed with the SEC on October 18, 2016, on October 11, 2016, the Company executed documentation with Roche Enterprises, Ltd., a corporation formerly known as Acorn Composite Corp. and a major shareholder of the Company ("Roche Enterprises"), pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note in the principal amount of $201,000 (the "Convertible Note"). The Convertible Note contains a maturity date of December 1, 2016, subject to extension by Roche Enterprises, in its sole discretion, by up to an additional three months. The Convertible Note, as originally executed, contained a mutual mistake as to the correct conversion price of the outstanding balance of the note, should Roche Enterprises elect to convert it. (Continued in Footnote 3) (Footnote 2 continued) The Company and Roche Enterprises executed an amended and restated Convertible Note on December 28, 2016 containing the correct conversion price of $0.002601 per share, which is equal to the weighted average conversion price paid by Carebourn Capital, L.P. upon conversion of its promissory note into the equity securities of the Company during 2016. The number of shares of Common Stock issuable upon conversion of the amended and restated Convertible Note may increase to the extent that such conversion includes any accrued interest and fees with respect thereto. The Convertible Note is convertible into common stock at any time. The Convertible Note, as amended and restated on December 28, 2016, no longer contains a liquidation preference. /s/ Robert W. Roche 2017-01-14