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”).
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”).
