WARRANT
SUBSCRIPTION AGREEMENT

    


    This
WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 28th
day of January, 2011 by and between SCG Financial Acquisition Corp., a Delaware
corporation (the “Company”), having its principal place of business at 615 N.
Wabash Ave., Chicago, Illinois 60611 and SCG Financial Holdings LLC, an Illinois
limited liability company (the “Sponsor”), having its principal place of
business at 615 N. Wabash, Chicago, Illinois 60611.

     

    WHEREAS,
the Company desires to sell on a private placement basis (the “Offering”) an
aggregate of 4,000,000 warrants (the “Warrants”) of the Company for a purchase
price of $0.75 per Warrant.  Each Warrant is exercisable to purchase
one share of common stock of the Company, $.0001 par value per share (the
“Common Stock”), at an exercise price of $11.50 per share of Common Stock during
the period commencing on the later of: (i) one (1) year from the date of the
prospectus relating to the Company’s IPO (as defined below) and (ii) thirty (30)
days following the consummation of a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (a “Business Combination”) and expiring on the fifth
anniversary of the consummation of such Business Combination;

     

    WHEREAS,
Sponsor wishes to purchase the Warrants and the Company wishes to accept such
subscription.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Sponsor hereby agree as
follows:

     

    1. Agreement to
Subscribe

     

    1.1.
Purchase and Issuance
of the Warrants. Upon the terms and subject to the conditions of this
Agreement, Sponsor hereby agrees to purchase from the Company, and the Company
hereby agrees to sell to the Sponsor, on the Closing Date (as defined in Section
1.2), the Warrants for an aggregate purchase price of $3,000,000 (the “Purchase
Price”).

     

    1.2.
Closing. The
closing (the “Closing”) of the Offering, shall take place at the offices of
Ellenoff Grossman & Schole LLP, 150 East 42nd Street, New York, New York,
10017, on or prior to the effective date of the registration statement relating
to the Company’s initial public offering (“IPO”) of 10,000,000 units consisting
of Common Stock and warrants (the “Closing Date”).

     

    1.3.
Delivery of the
Purchase Price. At or prior to the Closing the Sponsor agrees to deliver
the Purchase Price by certified bank check or wire transfer of immediately
available funds denominated in United States Dollars to either: (i) Ellenoff
Grossman & Schole LLP who is hereby irrevocably authorized to deposit such
funds at the Closing of the IPO to the trust account which will be established
for the benefit of the Company’s public shareholders, managed pursuant to that
certain Investment Management Trust Agreement to be entered into by and between
the Company and a trustee and into which substantially all of the proceeds of
the IPO will be deposited (the “Trust Account”) or (ii) directly into the Trust
Account.  If the IPO is not consummated, the Purchase Price shall be
returned to the Sponsor as soon as practicable by certified bank check or wire
transfer of immediately available funds denominated in United States
Dollars.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    1.4 Delivery of Warrant
Certificate.  Upon delivery of the Purchase Price in accordance
with Section 1.3, the Sponsor shall become irrevocably entitled to receive a
warrant certificate representing the Warrants; provided, however, if the
Company notifies the Sponsor the IPO will not be consummated and the Purchase
Price will be returned in accordance with the last sentence of Section 1.3, the
Company shall have no obligation to provide any such certificate representing
the Warrants to the Sponsor.

    


    2. Representations and Warranties of
the Sponsor

     

    Sponsor
represents and warrants to the Company that:

     

    2.1.
No Government
Recommendation or Approval. Sponsor understands that no United States
federal or state agency or similar agency of any other country has passed upon
or made any recommendation or endorsement of the Company, the Offering or the
Common Stock underlying the Warrants (the “Warrant Shares” and, collectively
with the Warrants, the “Securities”).

     

    2.2.
No Conflicts.
The execution, delivery and performance of this Agreement and the consummation
by the Sponsor of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (i) the formation and governing
documents of the Sponsor, (ii) any agreement, indenture or instrument to
which the Sponsor is a party or (iii) any law, statute, rule or regulation to
which the Sponsor is subject, or any agreement, order, judgment or decree to
which the Sponsor is subject.

     

    2.3.
Organization and
Authority.  The Sponsor is an Illinois limited liability company,
validly existing and in good standing under the laws of Illinois and possesses
all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.  Upon execution and delivery by
Sponsor, this Agreement is a legal, valid and binding agreement of Sponsor,
enforceable against Sponsor in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights
generally and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).

     

    2.4.
Experience, Financial
Capability and Suitability.  Sponsor is (i) sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Securities and (ii) able to bear the economic risk of his
investment in the Securities for an indefinite period of time because the
Securities have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is
available.  Sponsor has substantial experience in evaluating and
investing in transactions of securities in companies similar to the Company so
that it is capable of evaluating the merits and risks of its investment in the
Company and has the capacity to protect its own interests.  Sponsor
must bear the economic risk of this investment until the Securities are sold
pursuant to: (i) an effective registration statement under the Securities Act;
or (ii) an exemption from registration is available with respect to such
sale.  Sponsor is able to bear the economic risks of an investment in
the Securities and to afford a complete loss of Sponsor’s investment in the
Securities.

     

    
      
         


      

      
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    2.5.
Access to Information;
Independent Investigation.  Prior to the execution of this
Agreement, the Sponsor has had the opportunity to ask questions of and receive
answers from representatives of the Company concerning an investment in the
Company, as well as the finances, operations, business and prospects of the
Company, and the opportunity to obtain additional information to verify the
accuracy of all information so obtained.  In determining whether to
make this investment, Sponsor has relied solely on Sponsor’s own knowledge and
understanding of the Company and its business based upon Sponsor’s own due
diligence investigation and the information furnished pursuant to this
paragraph.  Sponsor understands that no person has been authorized to
give any information or to make any representations which were not furnished
pursuant to this Section 2 and Sponsor has not relied on any other
representations or information in making its investment decision, whether
written or oral, relating to the Company, its operations and/or its
prospects.

     

    2.6.  Regulation D
Offering.  Sponsor represents that it is an “accredited
investor” as such term is defined in Rule 501(a) of Regulation D under the
Securities Act and acknowledges the sale contemplated hereby is being made in
reliance on a private placement exemption to “accredited investors” within the
meaning of Section 501(a) of Regulation D under the Securities Act or similar
exemptions under state law.

     

    2.7.  Investment
Purposes.  The Sponsor is purchasing the Warrants solely for
investment purposes, for the Sponsor’s own account and not for the account or
benefit of any other person, and not with a view towards the distribution or
dissemination thereof and the Sponsor has no present arrangement to sell the
interest in the Securities to or through any person or entity.  The
Sponsor did not decide to enter into this Agreement as a result of any general
solicitation or general advertising within the meaning of Rule 502 under the
Securities Act.

     

    2.8.
Restrictions on
Transfer. Sponsor understands the Securities will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act and
Sponsor understands that the certificates representing the Securities will
contain a legend in respect of such restrictions.  If in the future
the Sponsor decides to offer, resell, pledge or otherwise transfer the
Securities, such Securities may be offered, resold, pledged or otherwise
transferred only pursuant to: (i) registration under the Securities Act, or (ii)
an available exemption from registration. Sponsor agrees that if any transfer of
its Securities or any interest therein is proposed to be made, as a condition
precedent to any such transfer, Sponsor may be required to deliver to the
Company an opinion of counsel satisfactory to the Company.  Absent
registration or an exemption, the Sponsor agrees not to resell the
Securities.  Sponsor further acknowledges that because the Company is
a shell company, Rule 144 may not be available to the Sponsor for the resale of
the Securities until one year following consummation of the initial business
combination of the Company, despite technical compliance with the requirements
of Rule 144 and the release or waiver of any contractual transfer
restrictions.

     

    
      
         


      

      
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    2.9.
No Governmental
Consents.  No governmental, administrative or other third party
consents or approvals are required, necessary or appropriate on the part of
Sponsor in connection with the transactions contemplated by this
Agreement. 

     

    2.10.
Reliance on
Representations and Warranties. Sponsor understands the Warrants are
being offered and sold to Sponsor in reliance on exemptions from the
registration requirements under the Securities Act, and analogous provisions in
the laws and regulations of various states, and that the Company is relying upon
the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Sponsor set forth in this Agreement in
order to determine the applicability of such provisions.

     

    2.11.
Legend. Sponsor
acknowledges and agrees the certificates evidencing the Warrants and the Warrant
Shares shall bear a restrictive legend (the “Legend”), in form and substance as
set forth in Section 4 hereof.

     

    3. Representations and Warranties of
the Company

     

    The
Company represents and warrants to the Sponsor that:

     

    3.1.
Valid Issuance of
Capital Stock. The total number of all classes of capital shares which
the Company has authority to issue is: (i) 100,000,000 shares of Common Stock
and (ii) 1,000,000 preferred shares. As of the date hereof, the Company has
issued 2,190,477 shares of Common Stock (of which, as described in the
registration statement related to the Company’s IPO, (a) up to 285,715 of such
shares of Common Stock are subject to forfeiture to the extent that the
over-allotment option is not exercised by the underwriters and (b) shares in an
amount equal to 3.0% of the Company’s issued and outstanding shares after its
IPO and the expiration of the underwriters' over-allotment option are subject to
forfeiture in the event the last sales price of the Company’s stock does not
equal or exceed $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period within 24 months following the closing of the
Company’s initial Business Combination) and no preferred shares issued and
outstanding. All of the issued capital stock of the Company has been duly
authorized, validly issued, and is fully paid and non-assessable.

     

    3.2.
Title to
Warrants. Upon issuance in accordance with, and payment pursuant to, the
terms hereof and the Warrant Agreement, as the case may be, each of the Warrants
and the Warrant Shares will be duly and validly issued, fully paid and
non-assessable. Upon issuance in accordance with, and payment pursuant to, the
terms hereof and the Warrant Agreement, as the case may be, the Sponsor will
have or receive good title to the Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) any transfer restrictions hereunder
and under the other agreements contemplated hereby and (ii) transfer
restrictions under federal and state securities laws.

     

    3.3.
Organization and
Qualification. The Company is a Delaware corporation and exists in good
standing under the laws of the State of Delaware and has the requisite corporate
power to own its properties and assets and to carry on its business as now being
conducted.


    
      
         


      

      
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    3.4.
Authorization;
Enforcement. (i) The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement and to
issue the Warrants and the Warrant Shares in accordance with the terms hereof,
(ii) the execution, delivery and performance of this Agreement by the
Company and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary corporate action and no further consent or
authorization of the Company or its Board of Directors or shareholders is
required, and (iii) this Agreement constitutes valid and binding
obligations of the Company enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or
similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except
as enforcement of rights to indemnity and contribution may be limited by federal
and state securities laws or principles of public policy.

     

    3.5.
No Conflicts.
The execution, delivery and performance of this Agreement and the consummation
by the Company of the transactions contemplated hereby do not (i) result in
a violation of the Company’s Certificate of Incorporation or Bylaws,
(ii) conflict with, or constitute a default under any agreement, indenture
or instrument to which the Company is a party or (iii) any law statute, rule or
regulation to which the Company is subject or any agreement, order, judgment or
decree to which the Company is subject. Other than any Securities Exchange
Commission (“SEC”), state or foreign securities filings which may be required to
be made by the Company subsequent to the Closing, and any registration statement
which may be filed pursuant thereto, the Company is not required under federal,
state or local law, rule or regulation to obtain any consent, authorization or
order of, or make any filing or registration with, any court or governmental
agency or self-regulatory entity in order for it to perform any of its
obligations under this Agreement or issue the Warrants or the Common Stock
issuable upon exercise thereof in accordance with the terms hereof.

     

    4. Legends

     

    4.1.
Legend. The
Company will issue the Warrants, and when issued, the Warrant Shares, purchased
by the Sponsor, in the name of the Sponsor. The Securities will bear the
following Legend and appropriate “stop transfer” instructions:

     

    “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”

     

    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP.”


    
      
         


      

      
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    4.2.
Sponsor’s
Compliance. Nothing in this Section 4 shall affect in any way the
Sponsor’s obligations and agreements to comply with all applicable securities
laws upon resale of the Securities.

     

    4.3.
Company’s Refusal to
Register Transfer of the Securities. The Company shall refuse to register
any transfer of the Securities, if in the sole judgment of the Company such
purported transfer would not be made (i) pursuant to an effective
registration statement filed under the Securities Act, or (ii) pursuant to
an available exemption from the registration requirements of the Securities
Act.

     

    4.4.
Registration
Rights.  Subscriber will be entitled to certain registration
rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into with the Company on or prior to the
closing of the IPO.

     

    5. Lockup

     

    The
Warrants will be subject to a lockup described in that certain Insider Letter
pursuant to which the Warrants shall not be transferable, saleable or assignable
until thirty (30) days following the consummation of a Business Combination,
subject to certain limited exceptions.

     

    6. Securities Laws
Restrictions

     

    Sponsor
agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or
any part of the Securities unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state
securities laws with respect to the Securities proposed to be transferred shall
then be effective or (b) the Company shall have received an opinion from
counsel reasonably satisfactory to the Company, that such registration is not
required because such transaction complies with the Securities Act and the rules
promulgated by the SEC thereunder and with all applicable state securities
laws.

     

    7. Waiver of Liquidation
Distributions

     

    In
connection with the Securities purchased pursuant to this Agreement, Sponsor
hereby waives any and all right, title, interest or claim of any kind in or to
any distributions from the Trust Account which will be established for the
benefit of the Company’s public shareholders and into which substantially all of
the proceeds of the IPO will be deposited (the “Trust Account”). In no event
will a Sponsor have the right to exercise any Warrants prior to the later of:
(i) one year from the date of the prospectus relating to the Company’s IPO
and (ii) thirty (30) days after the consummation of an initial Business
Combination.

     

    8. Forfeiture of
Warrants

     

    8.1.
Failure to Consummate
Business Combination. The Warrants shall be forfeited to the Company upon
the liquidation of the Trust Account in the event an initial Business
Combination is not consummated within 21 months from the effective date of the
Company’s prospectus distributed in connection with the IPO (the “prospectus”)
or 24 months from the date of the prospectus if a letter of intent, agreement in
principle or a definitive agreement has been executed within 21 months from the
date of the prospectus and the Business Combination relating thereto has not yet
been completed within such 21-month period.


    
      
         


      

      
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    8.2.
Termination of
Rights. If the Warrants are forfeited in accordance with this
Section 8, then after such time the Sponsor (or its successor in interest),
shall no longer have any rights as a holder of such Warrants, and the Company
and/or its agents shall take such action as is appropriate to cancel such
Warrants on the books and records of the Company.

     

     9.
Rescission Right Waiver and
Indemnification

     

    9.1.
Rescission
Waiver.  Sponsor understands and acknowledges an exemption from
the registration requirements of the Securities Act requires there be no general
solicitation of purchasers of the Warrants. In this regard, if the IPO were
deemed to be a general solicitation with respect to the Warrants, the offer and
sale of such Warrants may not be exempt from registration and, if not, the
Sponsor may have a right to rescind its purchase of the Warrants. In order to
facilitate the completion of the Offering and in order to protect the Company,
its shareholders and the trust account from claims that may adversely affect the
Company or the interests of its shareholders, Sponsor hereby agrees to waive, to
the maximum extent permitted by applicable law, any claims, right to sue or
rights in law or arbitration, as the case may be, to seek rescission of its
purchase of the Warrants. Sponsor acknowledges and agrees this waiver is being
made in order to induce the Company to sell the Warrants to the Sponsor. Sponsor
agrees the foregoing waiver of rescission rights shall apply to any and all
known or unknown actions, causes of action, suits, claims or proceedings
(collectively, “Claims”) and related losses, costs, penalties, fees, liabilities
and damages, whether compensatory, consequential or exemplary, and expenses in
connection therewith, including reasonable attorneys’ and expert witness fees
and disbursements and all other expenses reasonably incurred in investigating,
preparing or defending against any Claims, whether pending or threatened, in
connection with any present or future actual or asserted right to rescind the
purchase of the Warrants hereunder or relating to the purchase of the Warrants
and the transactions contemplated hereby.

     

    9.2.  No Recourse Against Trust
Account.  Sponsor agrees not to seek recourse against the Trust
Account for any reason whatsoever in connection with its purchase of the
Warrants or any Claim that may arise now or in the future.

     

    9.3.  Third Party
Beneficiaries.  Sponsor acknowledges and agrees the
shareholders of the Company are and shall be third-party beneficiaries of the
foregoing provisions of this Agreement.

     

    9.4.  Section 9
Waiver.  Sponsor agrees that to the extent any waiver of rights
under this Section 9 is ineffective as a matter of law, Sponsor has offered such
waiver for the benefit of the Company as an equitable right that shall survive
any statutory disqualification or bar that applies to a legal right. Sponsor
acknowledges the receipt and sufficiency of consideration received from the
Company hereunder in this regard.

     

    10. Terms of the
Warrant

     

    The
Warrants are substantially identical to the warrants included in the units
offered in the IPO as set forth in the Warrant Agreement to be entered into with
a mutually agreeable warrant agent on or prior to the closing of the IPO, except
the Warrants: (i) will be subject to transfer restrictions, (ii) are being
purchased pursuant to an exemption from the registration requirements of the
Securities Act and will become freely tradable only after certain conditions are
met or they are registered pursuant to the Registration Rights Agreement, (iii)
will be non-redeemable so long as they are held by the initial holder thereof
(or any of its permitted transferees), and (iv) are exercisable on a
“cashless” basis if held by the Sponsor or its permitted
assigns.


    
      
         


      

      
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    11. Governing Law; Jurisdiction;
Waiver of Jury
Trial

    


    This
Agreement and the rights and obligations of the parties hereunder shall be
construed in accordance with and governed by the laws of New York, without
giving effect to the conflict of law principles thereof.  The parties
hereto hereby waive any right to a jury trial in connection with any litigation
pursuant to this Agreement and the transactions contemplated
hereby.

     

    12. Assignment; Entire Agreement;
Amendment

     

    12.1.
Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to
any other person other than by Sponsor to a person agreeing to be bound by the
terms hereof.

     

    12.2.
Entire
Agreement. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and supersedes
any and all prior discussions, agreements and understandings of any and every
nature.

     

    12.3.
Amendment.
Except as expressly provided in this Agreement, the terms and provisions of this
Agreement may be modified or amended only by written agreement executed by each
of the parties to this Agreement.

     

    12.4.
Binding upon
Successors. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and to their respective heirs, legal representatives,
successors and permitted assigns.

     

    13. Notices;
Indemnity

     

    13.1
Notices. All
notices, statements or other documents which are required or contemplated by
this Agreement shall be: (i) in writing and delivered personally or sent by
first class registered or certified mail, overnight courier service or facsimile
or electronic transmission to the address designated in writing, (ii) by
facsimile to the number most recently provided to such party or such other
address or fax number as may be designated in writing by such party and (iii) by
electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by
such party.  Any notice or other communication so transmitted shall be
deemed to have been given on the day of delivery, if delivered personally, on
the business day following receipt of written confirmation, if sent by facsimile
or electronic transmission, one (1) business day after delivery to an overnight
courier service or five (5) days after mailing if sent by mail.

     

    13.2
Indemnification. Each
party shall indemnify the other party against any loss, cost or damages
(including reasonable attorney’s fees and expenses) incurred as a result of such
party’s breach of any representation, warranty, covenant or agreement set forth
in this Agreement.

     

    
      
         


      

      
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    14. Counterparts

    


    This
Agreement may be executed in one or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by facsimile
transmission or any other form of electronic delivery, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature
page were an original thereof.

     

    15. Survival;
Severability

     

    15.1.
Survival. The
representations, warranties, covenants and agreements of the parties hereto
shall survive the Closing and one (1) year following the consummation of an
initial Business Combination.

     

    15.2.
Severability.
In the event that any provision of this Agreement becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision; provided that no such
severability shall be effective if it materially changes the economic benefit of
this Agreement to any party.

     

    16. Headings

     

    The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.

     

    17. Construction

    


    The
parties hereto have participated jointly in the negotiation and drafting of this
Agreement. If an ambiguity or question of intent or interpretation arises, this
Agreement will be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof will arise favoring or disfavoring any party
hereto because of the authorship of any provision of this Agreement. The words
“include,” “includes,” and “including” will be deemed to
be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be
construed to include the plural and vice versa, unless the context otherwise
requires. The words “this
Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or
covenant.


    
      
         


      

      
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      18.
Mutual
Drafting.

    

    


    This
Agreement is the joint product of the Sponsor and the Company and each provision
hereof has been subject to the mutual consultation, negotiation and agreement of
such parties and shall not be construed for or against any party
hereto.

    


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    This
subscription is accepted by the Company as of the date first written
above.

    


    
      
        
          	 
      	 
      	
                  SCG
      FINANCIAL ACQUISITION CORP.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Michelle Sibley

                
	 
      	 
      	
                  Name:  Michelle
      Sibley

                
	 
      	 
      	
                  Title:
      Chief Financial Officer

                


        

      

    

    


    Accepted
and agreed this

    28th day
of January, 2011

    


    SCG
FINANCIAL HOLDINGS LLC

    


    
      
        	
                By:

              	
                /s/ Gregory H. Sachs

              	 
      
	
                Name:   Gregory
      H. Sachs

              	 
      
	
                Title:
      Managing Member

              	 
      


      

    

     

    
      
         


      

      
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