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”).
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”).
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).
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.
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
AMENDMENT NO. 2 TO WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • April 18th, 2011 • SCG Financial Acquisition Corp. • Blank checks • New York
This Amendment No. 2 (the “Amendment”) dated April 12, 2011 to that certain Warrant Subscription Agreement (as amended, the “Agreement”) dated the 28th day of January, 2011, as amended by Amendment No. 1 to the Warrant Subscription Agreement dated March 4, 2011, each 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.
SCG FINANCIAL ACQUISITION CORP.SCG Financial Acquisition Corp. • April 18th, 2011 • Blank checks • New York
