AGREEMENT AND PLAN OF MERGER BY AND AMONG SCG FINANCIAL ACQUISITION CORP., SCG FINANCIAL MERGER II CORP., REACH MEDIA GROUP HOLDINGS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, as STOCKHOLDER REPRESENTATIVE Dated as of January 11, 2013Merger Agreement • January 17th, 2013 • SCG Financial Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 11, 2013 by and among SCG Financial Acquisition Corp., a Delaware corporation (“Parent”), SCG Financial Merger II Corp., a Delaware corporation and an indirect subsidiary of Parent (“Merger Sub”), Reach Media Group Holdings, Inc., a Delaware corporation (“Target”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative (the “Stockholder Representative”). Parent, Merger Sub and Target are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
