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.
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”).
ContractLoan and Security Agreement • April 3rd, 2018 • RMG Networks Holding Corp • Services-business services, nec
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS MAY BE AMENDED, MODIFIED, RESTATED, REPLACED OR SUPPLEMENTED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF APRIL 2, 2018 BY AND BETWEEN SILICON VALLEY BANK, A CALIFORNIA CORPORATION (“SENIOR CREDITOR”) AND SCG DIGITAL FINANCING, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“SUBORDINATED CREDITOR”) TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY BORROWER AND THE SECURITY INTERESTS AND LIENS SECURING SUCH INDEBTEDNESS, PURSUANT TO THAT CERTAIN AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED OCTOBER 13, 2017, AS MAY BE AMENDED, MODIFIED, RESTATED, REPLACED OR SUPPLEMENTED FROM TIME TO TIME, BY AND BETWEEN BORROWER AND SENIOR CREDITOR, AND SUBORDINATED CREDITOR IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 3rd, 2018 • RMG Networks Holding Corp • Services-business services, nec • Texas
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of April 2, 2018, 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”).
