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
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.
