Unassociated Document


     

    
      THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF
THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.  

      


      PROMISSORY
NOTE

      


      


      
        
          
            	
                    Principal
      Amount:  $75,000

                  	
                    Dated
      as of January 28, 2011

                  
	 
      	
                    Chicago,
      Illinois

                  


          

        

      

      


      SCG
Financial Acquisition Corp., a
Delaware corporation and blank check company (the “Maker”), promises to pay to
the order of SCG Financial Holdings LLC or its registered assigns or successors
in interest (the “Payee”), or order, the
principal sum of Seventy Five Thousand Dollars ($75,000) in lawful money of the
United States of America, on the terms and conditions described
below.  All payments on this Note shall be made by check or wire
transfer of immediately available funds or as otherwise determined by the Maker
to such account as the Payee may from time to time designate by written notice
in accordance with the provisions of this Note.

      


      1.  Principal. The principal
balance of this promissory note (this “Note”) shall be payable on the
earlier of: (i) December 30, 2011 or (ii) the date on which Maker consummates an
initial public offering of its securities.  The principal balance may
be prepaid at any time.

      


      2.  Interest. No interest shall
accrue on the unpaid principal balance of this Note.

      


      3.  Application of Payments. All
payments shall be applied first to payment in full of any costs incurred in the
collection of any sum due under this Note, including (without limitation)
reasonable attorney’s fees, then to the payment in full of any late charges and
finally to the reduction of the unpaid principal balance of this
Note.

      


      4.  Events of Default. The
following shall constitute an event of default (“Event of
Default”):

      


      (a)  Failure to Make Required
Payments. Failure by Maker to pay the principal amount due pursuant to
this Note within five (5) business days of the date specified
above.

      


      (b)  Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable
bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or
the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Maker or for any substantial part of its property, or the making by
it of any assignment for the benefit of creditors, or the failure of Maker
generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)  Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of Maker in an involuntary case under
any applicable bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of 60 consecutive
days.

      


      5.  Remedies.

      


      (a)  Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, Payee
may, by written notice to Maker, declare this Note to be due immediately and
payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable thereunder, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, anything contained herein or in the documents
evidencing the same to the contrary notwithstanding.

      


      (b)  Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of this Note, and all other sums payable with regard to
this Note, shall automatically and immediately become due and payable, in all
cases without any action on the part of Payee.

      


      6.  Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any
proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting any
property, real or personal, or any part of the proceeds arising from any sale of
any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time
for payment; and Maker agrees that any real estate that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.

      


      7.  Unconditional
Liability. Maker hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by
any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agrees that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to
Maker or affecting Maker’s liability hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.  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.

      


      9.  Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

      


      10.  Severability. Any provision
contained in this Note which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

      


      11.  Trust
Waiver.  Notwithstanding anything herein to the contrary, the
Payee hereby waives any and all right, title, interest or claim of any kind
(“Claim”) in or to any
distribution of or from the trust account in which the proceeds of the initial
public offering (the “IPO”) conducted by the Maker
(including the deferred underwriters discounts and commissions) and the proceeds
of the sale of the warrants issued in a private placement to occur prior to the
effectiveness of the IPO, as described in greater detail in the registration
statement and prospectus to be filed with the Securities and Exchange Commission
in connection with the IPO, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the trust account
for any reason whatsoever.

      


      12.  Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof
may be made with, and only with, the written consent of the Maker and the
Payee.

      


      13. 
Assignment.  No
assignment or transfer of this Note or any rights or obligations hereunder may
be made by any party hereto (by operation of law or otherwise) without the prior
written consent of the other party hereto and any attempted assignment without
the required consent shall be void.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by it’s the undersigned as of the day and year first
above written.

       

      


      
        
          
            
              
                
                  	 
      	
                          SCG
      FINANCIAL ACQUISITION CORP.

                        
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                          By: 
      

                        	
                            /s/ Gregory H. Sachs

                        	 
      
	 
      	 
      	
                          Name:
      Gregory H. Sachs

                        	 
      
	 
      	 
      	
                          Title:   Chief
      Executive Officer