Letterhead of SCG Financial Acquisition Corp.]Equity Commitment Letter Agreement • December 14th, 2012 • SCG Financial Acquisition Corp. • Blank checks
This equity commitment letter agreement (“Agreement”) is entered into and effective as of the date first written above (the “Effective Date”), by and between SCG Financial Acquisition Corp., a Delaware corporation (“SCG”) and 2012 DOOH Investments LLC, an Illinois limited liability company (“Investor”). SCG entered into a non-binding letter of intent with RMG Networks, Inc., a Delaware corporation (“Target”), on November 23, 2012 (the “LOI”). In order to consummate SCG’s initial business combination with Target (or an affiliate of Target) and conduct redemptions of shares of SCG common stock, par value $0.0001 per share (“SCG Common Stock”) pursuant to the terms and conditions of SCG’s Amended and Restated Certificate of Incorporation, SCG anticipates filing a Tender Offer Statement on Schedule TO (the “Tender Offer”) with the Securities and Exchange Commission (the “SEC”), in accordance with Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended (the “Exchang
