REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2013 by and among SCG Financial Acquisition Corp., a Delaware corporation (the “Company”) and the parties set forth on the attached Schedule of Stockholders (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 8 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2013 by and among SCG Financial Acquisition Corp., a Delaware corporation (the “Company”) and the parties set forth on the attached Schedule of Stockholders (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 8 hereof.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 12th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • New York
This Amendment No. 1, dated as of April 8, 2013, to the Agreement and Plan of Merger (“Amendment No. 1”) is entered into 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”.
SCG Financial Acquisition Corp. Chicago, Illinois 60611Lock-Up Agreement • April 12th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of January 11, 2013 (the “Merger Agreement”), by and among SCG Financial Acquisition Corp. (the “Company”), SCG Financial Merger II Corp., a Delaware corporation and an indirect subsidiary of the Company (“Merger Sub”), Reach Media Group Holdings, Inc. (“Target”) and Shareholder Representative Services, LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative for and on behalf of the Target Holders thereunder, pursuant to which Merger Sub will merge with and into Target, with Target being the surviving entity and a wholly-owned Subsidiary of the Company (the “Merger”). In connection with the Merger, the Company anticipates that it will issue _________ shares of its common stock, par value $0.0001 per share (the “Common Stock”), to the undersigned, plus such additional shares of the Common Stock as the undersigned may receive at the Release Date of the Escrow Fund (as s
