INDEMNITY AGREEMENTIndemnity Agreement • March 24th, 2011 • SCG Financial Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2011, by and between SCG FINANCIAL ACQUISITION CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2011 • SCG Financial Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 12, 2011, is made and entered into by and among SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), SCG Financial Holdings LLC, an Illinois limited liability company (the “Sponsor” and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
RMG NETWORKS HOLDING CORPORATION 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2013 • RMG Networks Holding Corp • Services-business services, nec • New York
RMG Networks Holding Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”) for whom Roth Capital Partners, LLC is acting as representative (the “Representative”) an aggregate of 5,000,000 shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to 750,000 shares of Common Stock (the “Option Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and Option Shares are collectively referred to as the “Shares”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2011 • SCG Financial Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___, 2011, is made and entered into by and among SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), SCG Financial Holdings LLC, an Illinois limited liability company (the “Sponsor” and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • April 18th, 2011 • SCG Financial Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 12, 2011, is by and between SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • November 30th, 2016 • RMG Networks Holding Corp • Services-business services, nec • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by RMG Networks Holding Corporation, a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Prospectus Supplement to be filed on or about November 30, 2016 to the Company’s Form S-3 shelf registration statement (File No. 333-214043) first filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 11, 2016, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”), at a subscription price equal to $0.62 per share in cash (the “Subscription Price”).
8,000,000 Units SCG Financial Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2011 • SCG Financial Acquisition Corp. • Blank checks • New York
SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 8,000,000 units (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.0001 par value (the “Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 1,200,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
AGREEMENT AND PLAN OF MERGER by and among RMG NETWORKS HOLDING CORPORATION, SCG DIGITAL, LLC SCG DIGITAL MERGER SUB, INC., AND, SOLELY FOR THE PURPOSES OF SECTIONS 6.19, 8.03 AND 8.04, SCG DIGITAL FINANCING, LLC April 2, 2018Agreement and Plan of Merger • April 3rd, 2018 • RMG Networks Holding Corp • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement’’), dated April 2, 2018 (“Execution Date”), is entered into by and among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), SCG Digital, LLC, a Delaware limited liability company (“Parent”), SCG Digital Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and, solely for the purposes of Sections 6.19, 8.03 and 8.04, SCG Digital Financing, LLC.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2011 • SCG Financial Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of April 12, 2011 by and between SCG Financial Acquisition Corp. (the “Company”), a Delaware Corporation and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2017 • RMG Networks Holding Corp • Services-business services, nec
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated effective as of October 13, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and RMG NETWORKS, INC., a Delaware corporation, RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC., a Delaware corporation, RMG NETWORKS LIMITED, a corporation formed under the laws of the United Kingdom (“RMG Ltd.”), and RMG NETWORKS MIDDLE EAST, LLC, a Nevada limited liability company (collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 5th, 2015 • RMG Networks Holding Corp • Services-business services, nec • Nevada
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 13, 2015 (“Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG NETWORKS, INC., a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC., a Delaware corporation, RMG NETWORKS LIMITED, a corporation formed under the laws of the United Kingdom (“RMG Ltd.”), and RMG NETWORKS MIDDLE EAST, LLC, a Nevada limited liability company (collectively, “Borrower”) provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
WARRANT AGREEMENTWarrant Agreement • March 8th, 2011 • SCG Financial Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2011, is by and between SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
SCG Financial Acquisition Corp.SCG Financial Acquisition Corp. • February 4th, 2011 • New York
We are pleased to accept the offer SCG Financial Holdings LLC (the “Subscriber” or “you”) has made to purchase 2,190,477 shares of common stock (the “Shares”), $.0001 par value per share (the “Common Stock”), up to 285,715 of which are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). Additionally, up to 410,714 of such Shares are subject to complete forfeiture (depending on the exercise of the Over-allotment Option) if the Company’s common stock, following its consummation of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”), if the trading price of the Common Stock does not exceed $12.00 per share for any 20 trading days within any 3
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 30th, 2018 • RMG Networks Holding Corp • Services-business services, nec • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 25, 2015, (the “Effective Date”) by and between RMG Enterprise Solutions, Inc., a Delaware corporation (the “Company”), and Robert Robinson (the “Executive”).
FOURTH AMENDMENT to Loan and security agreementLoan and Security Agreement • April 4th, 2018 • RMG Networks Holding Corp • Services-business services, nec • Texas
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of January 31, 2017, by and among SILICON VALLEY BANK, a California corporation (“Bank”), and RMG NETWORKS HOLDING CORPORATION, a Delaware corporation, RMG NETWORKS, INC., a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC., a Delaware corporation, RMG NETWORKS LIMITED, a corporation formed under the laws of the United Kingdom, and RMG NETWORKS MIDDLE EAST, LLC, a Nevada limited liability company (collectively, “Borrower”).
Re: Initial Public OfferingLetter Agreement • April 18th, 2011 • SCG Financial Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), and Lazard Capital Markets LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 8,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in par
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 4th, 2018 • RMG Networks Holding Corp • Services-business services, nec • Texas
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of November 17, 2015, by and among SILICON VALLEY BANK , a California corporation (“ Bank ”), and RMG NETWORKS HOLDING CORPORATION , a Delaware corporation, RMG NETWORKS, INC. , a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC. , a Delaware corporation, RMG NETWORKS LIMITED , a corporation formed under the laws of the United Kingdom, and RMG NETWORKS MIDDLE EAST, LLC , a Nevada limited liability company (collectively, “ Borrower ”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • February 4th, 2011 • SCG Financial Acquisition Corp. • New York
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 28th day of January, 2011 by and between SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 615 N. Wabash Ave., Chicago, Illinois 60611 and SCG Financial Holdings LLC, an Illinois limited liability company (the “Sponsor”), having its principal place of business at 615 N. Wabash, Chicago, Illinois 60611.
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF SCG FINANCIAL HOLDINGS LLC an Illinois limited liability company Effective Date November 20, 2012Operating Agreement • December 26th, 2012 • SCG Financial Acquisition Corp. • Blank checks • Illinois
This Second Amended and Restated Operating Agreement (this “Agreement”) is made as of November 20, 2012 (the “Effective Date”) by and between the Persons listed on the signature pages hereto and each other person who from time to time becomes a Member in accordance with the terms of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2013 by and between SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), and DRW Commodities, LLC, a Delaware limited liability company (the “Stockholder”). Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 10 hereof.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 4th, 2018 • RMG Networks Holding Corp • Services-business services, nec • Texas
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of March 9, 2016, by and among SILICON VALLEY BANK , a California corporation (“ Bank ”), and RMG NETWORKS HOLDING CORPORATION , a Delaware corporation, RMG NETWORKS, INC. , a Delaware corporation, RMG ENTERPRISE SOLUTIONS, INC. , a Delaware corporation, RMG NETWORKS LIMITED , a corporation formed under the laws of the United Kingdom, and RMG NETWORKS MIDDLE EAST, LLC , a Nevada limited liability company (collectively, “ Borrower ”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 16th, 2014 • RMG Networks Holding Corp • Services-business services, nec • New York
Credit Agreement, dated as of April 19, 2013, by and among RMG Networks Holding Corporation, a Delaware corporation formerly known as SCG Financial Acquisition Corp., a Delaware corporation (“SCGRMG Holdings”) and the direct and indirect domestic Subsidiaries of SCGRMG Holdings party hereto from time to time as borrowers (each a “Borrower” and collectively, the “Borrowers”), the other direct and indirect Subsidiaries of SCGRMG Holdings party hereto from time to time as guarantors (together with the Borrowers, each a “Loan Party” and collectively, the “Loan Parties”), the financial institutions from time to time party hereto (each a “Lender” and collectively, the ”Lenders”), Kayne Anderson Senior Credit Advisors, LLC, “Lenders”), DOOH US HOLDINGS LLC, (as successor in interest to Comvest Capital II, L.P.) as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity in accordance with Section 8.07, the ”Administrative Agent”), and K
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 28th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2013 by and among SCG Financial Acquisition Corp., a Delaware corporation (the “Company”) and the parties set forth on Schedule A annexed hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 9 hereof.
AMENDMENT NO. 1 TO WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • March 8th, 2011 • SCG Financial Acquisition Corp. • Blank checks • New York
This Amendment No. 1 (the “Amendment”) dated March 4, 2011 to that certain Warrant Subscription Agreement (the “Agreement”) dated the 28th day of January, 2011, by and between SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 615 N. Wabash Ave., Chicago, Illinois 60611 and SCG Financial Holdings LLC, an Illinois limited liability company (the “Sponsor”), having its principal place of business at 615 N. Wabash, Chicago, Illinois 60611. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
ESCROW AGREEMENTEscrow Agreement • April 16th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • Delaware
Defined Term Section Acquisition Proposal Section 4.2(a) Acquisition Transaction Section 4.2(a) Action Section 2.12 Advertising Related Agreements Section 2.34 Aggregate Series C Escrow Consideration Section 1.6(c) Agreement Preamble Ancillary Credit Agreements Section 5.2(l) Benefit Plan(s) Section 2.16(a) Bridge Loan Recitals Business Combination Section 8.1 Business Day Section 1.2(a) Cap Section 7.2(d) CERCLA Section 2.21(a)(i) Certificates Section 1.7(b) Certificate of Merger Section 1.2(b) Claims Section 8.1 Closing Section 1.2(a) Closing Amounts Certificate Section 1.8(b) Closing Date Section 1.2(a) Closing Filing Section 4.3(g)(ii) Closing Press Release Section 4.3(g)(ii) Closing Spreadsheet Section 1.8(b) Code Section 2.16(a) Confidential Information Section 2.15(h) Confidentiality Agreement Section 4.5 Consent Section 2.5 Consolidated EBITDA Section 5.2(p) Copyrights Section 2.15(a)(iii) COTS Software Section 2.14(a)(xii) Credit Agreement Section 1.8(a) Damages Section 7.2(b)
VOTING AGREEMENTVoting Agreement • April 3rd, 2018 • RMG Networks Holding Corp • Services-business services, nec • Delaware
VOTING AGREEMENT, dated as of April 2, 2018, (this “Agreement”), by and among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 20th, 2013 • RMG Networks Holding Corp • Services-business services, nec • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of November 14, 20l3, and is entered into by and among Comvest Capital II, L.P., as Administrative Agent for the lenders (“Lenders”) party to the Credit Agreement (as defined below) (in such capacity, together with its permitted successors and assigns in such capacity, “Administrative Agent”), the Lenders, RMG Networks Holding Corporation, a Delaware corporation formerly known as SCG Financial Acquisition Corp. (“RMG Parent”), the direct and indirect domestic Subsidiaries of RMG Parent listed on the signature pages hereto as “Borrowers” (together with RMG Parent, collectively, “Borrowers”) and the other direct and indirect domestic Subsidiaries of RMG Parent listed on the signature pages hereto as “Guarantors” (collectively, “Guarantors” and together with Borrowers, collectively, “Loan Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2015 • RMG Networks Holding Corp • Services-business services, nec • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 25th day of March, 2015, by and among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), and (i) the investors named in that certain Purchase Agreement by and among the Company and the investors party thereto (the “Purchase Agreement”) and (ii) certain related parties of one or more of such investors participating in the Debt Conversion referenced in the Purchase Agreement (collectively, the “Investors”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
ContractFirst Amendment and Waiver Agreement • August 20th, 2018 • RMG Networks Holding Corp • Services-business services, nec
THIS FIRST AMENDMENT AND WAIVER AGREEMENT (this “Amendment’’), dated August 18, 2018 (“Amendment Date”) is entered into by and among SCG Digital Financing, LLC, a Delaware limited liability company (“Lender”), and RMG Networks, Inc., a Delaware corporation, RMG Networks Holding Corporation, a Delaware corporation, RMG Enterprise Solutions, Inc., a Delaware corporation, RMG Networks Limited, a corporation formed under the laws of the United Kingdom, and RMG Networks Middle East, LLC, a Nevada limited liability company (collectively, “Borrower”). Unless otherwise defined herein, defined terms have the meaning set forth in that certain Subordinated Loan and Security Agreement dated April 2, 2018 between the parties hereto (as amended hereby, the “Loan Agreement”).
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • November 30th, 2016 • RMG Networks Holding Corp • Services-business services, nec • Delaware
This STANDBY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2016, among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), 2012 DOOH Investments LLC (“DOOH Investments”), DRW Commodities, LLC (“DRW Commodities”), and Children’s Trust C/U The Donald R. Wilson 2009 GRAT #1 (the “Trust” and together with DRW Commodities and DOOH Investments, the “Standby Purchasers” and each a “Standby Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • March 25th, 2015 • RMG Networks Holding Corp • Services-business services, nec • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 25th day of March, 2015 by and among RMG Networks Holding Corporation, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 26th, 2012 • SCG Financial Acquisition Corp. • Blank checks
The undersigned hereby agree that this Statement on Schedule 13D with respect to the shares of common stock of SCG Financial Acquisition Corp. is, and any amendments thereto signed by the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute one instrument.
March 25, 2015RMG Networks Holding Corp • March 25th, 2015 • Services-business services, nec
In order to induce investors (the “Investors”) to enter into a Purchase Agreement (the “Purchase Agreement”) with RMG Networks Holding Corporation, a Delaware corporation (the “Company”), with respect to the sale of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), which Series A Preferred Stock will, subject to certain conditions, be convertible into shares of common stock, par value $0.0001 per share (“Common Stock”), and to consummate the transactions contemplated thereby, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on the 180th day after the first date on which any Registration Statement is declared effective by the SEC (as such terms are defined in the Purchase Agreement), the undersigned will not, except as provided herein, offer, sell, contract
WILLIAM G. COLE EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT 1Employment Agreement • July 24th, 2014 • RMG Networks Holding Corp • Services-business services, nec
Pursuant to Section 13(h) of the Executive Employment Agreement between William G. Cole and RMG Networks Holding Corp. (the “Agreement”) and the Board of Directors’ Resolutions dated July 22, 2014, the Agreement is hereby amended, effective August 1, 2014, as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG SCG FINANCIAL ACQUISITION CORP., SCG FINANCIAL MERGER II CORP., REACH MEDIA GROUP HOLDINGS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, as STOCKHOLDER REPRESENTATIVE Dated as of January 11, 2013Agreement and Plan of Merger • January 17th, 2013 • SCG Financial Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 11, 2013 by and among SCG Financial Acquisition Corp., a Delaware corporation (“Parent”), SCG Financial Merger II Corp., a Delaware corporation and an indirect subsidiary of Parent (“Merger Sub”), Reach Media Group Holdings, Inc., a Delaware corporation (“Target”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative (the “Stockholder Representative”). Parent, Merger Sub and Target are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
