0001398432-13-000465 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 28th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2013 by and between SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), and DRW Commodities, LLC, a Delaware limited liability company (the “Stockholder”). Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 10 hereof.

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CREDIT AGREEMENT Dated as of April 19, 2013 by and among SCG FINANCIAL ACQUISITION CORP. and CERTAIN OF THE DIRECT AND INDIRECT SUBSIDIARIES OF SCG FINANCIAL ACQUISITION CORP., as Borrowers, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, KAYNE...
Credit Agreement • June 28th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • New York

Credit Agreement, dated as of April 19, 2013, by and among SCG Financial Acquisition Corp., a Delaware corporation ("SCG") and the direct and indirect domestic Subsidiaries of SCG party hereto from time to time as borrowers (each a "Borrower" and collectively, the "Borrowers"), the other direct and indirect Subsidiaries of SCG party hereto from time to time as guarantors (together with the Borrowers, each a "Loan Party" and collectively, the "Loan Parties"), the financial institutions from time to time party hereto (each a "Lender" and collectively, the "Lenders"), Kayne Anderson Senior Credit Advisors, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity in accordance with Section 8.07, the "Administrative Agent"), and Kayne Anderson Senior Creditor Advisors, LLC, as UK security trustee for the Lenders (in such capacity, together with its successors and assigns in such capacity in accordance with the UK Security Docu

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 28th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • Delaware

This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2013 by and among SCG Financial Acquisition Corp., a Delaware corporation (the “Company”) and the parties set forth on Schedule A annexed hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 9 hereof.

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • June 28th, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • Delaware

COMMON STOCK PURCHASE AGREEMENT, dated as of April 19, 2013 (this “Agreement”), between SCG Financial Acquisition Corp., a Delaware corporation (the “Company”), and DRW Commodities, LLC, a Delaware limited liability company (the “Investor”).

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