X0306 4 2017-01-31 0 0001455206 RVUE HOLDINGS, INC. RVUE 0001518311 ROCHE ENTERPRISES LTD 5605 RIGGINS CT SECOND FLOOR RENO NV 89502 0 0 1 0 Common Stock 143176276 D Convertible Note 0.0026 2017-01-31 4 P 0 80000 0.0026 A Common Stock 30757401 30757401 D Convertible Note 0.0026 2016-10-11 4 P 0 201000 0.0026 A Common Stock 77277970 77277970 D Warrants 0.2 2012-07-24 2017-07-24 Common Stock 5833333 5833333 D As reported in the Company's Press Release dated January 31, 2017, 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 $80,000 (the "January 2017 Convertible Note"). The January 2017 Convertible Note matures 30 days following the date on which a final drawdown of funds under the January 2017 Convertible Note occurs, which final drawdown will occur in March 2017, but is subject to extension by up to an additional three months, in the sole discretion of Roche Enterprises. (Continued) (Footnote 1 Continuation) The conversion price is $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 January 2017 Convertible Note may increase, to the extent that such conversion reflects any accrued interest and fees with respect thereto. 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, 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 "2016 Convertible Note"). The 2016 Convertible Note contained an original maturity date of December 1, 2016 but on November 30, 2016, Roche Enterprises exercised its right to extend the maturity date, in its sole discretion, by up to an additional three months. The 2016 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) (Footnote 3 Continuation) The Company and Roche Enterprises executed an amended and restated 2016 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 2016 Convertible Note, as amended and restated on December 28, 2016, no longer contains a liquidation preference. The number of shares of Common Stock issuable upon conversion of the 2016 Convertible Note, as amended and restated, may increase, to the extent that such conversion reflects any accrued interest and fees with respect thereto. Each of the 2016 Convertible Note, as amended and restated, and the January 2017 Convertible Note is convertible into Common Stock at any time. /s/ Robert W. Roche, President 2017-02-01