SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF SCG FINANCIAL HOLDINGS LLC an Illinois limited liability company Effective Date November 20, 2012Operating Agreement • December 26th, 2012 • SCG Financial Acquisition Corp. • Blank checks • Illinois
This Second Amended and Restated Operating Agreement (this “Agreement”) is made as of November 20, 2012 (the “Effective Date”) by and between the Persons listed on the signature pages hereto and each other person who from time to time becomes a Member in accordance with the terms of this Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 26th, 2012 • SCG Financial Acquisition Corp. • Blank checks
The undersigned hereby agree that this Statement on Schedule 13D with respect to the shares of common stock of SCG Financial Acquisition Corp. is, and any amendments thereto signed by the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute one instrument.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • December 26th, 2012 • SCG Financial Acquisition Corp. • Blank checks • Illinois
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 20, 2012, by and among SCG Financial Holdings LLC, an Illinois limited liability company (the “Company”), Gregory H. Sachs, not individually but as Trustee of the Gregory H. Sachs Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated (the “Sachs Revocable Trust”), Gerald M. Sachs, not individually but as Trustee of the 2011 Sachs Family Trust (the “Sachs Family Trust”, and together with the Sachs Revocable Trust, the “Sellers”, and each individually, a “Seller”), and 2012 DOOH Investments LLC, an Illinois limited liability company (the “Buyer”, and together with the Company and the Sellers, the “Parties”, and each individually, a “Party”).
