0001193805-13-000334.txt : 20130212 0001193805-13-000334.hdr.sgml : 20130212 20130212171520 ACCESSION NUMBER: 0001193805-13-000334 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130212 DATE AS OF CHANGE: 20130212 GROUP MEMBERS: 2012 DOOH INVESTMENTS LLC GROUP MEMBERS: DOOH INVESTMENT MANAGER LLC GROUP MEMBERS: DRW COMMODITIES, LLC GROUP MEMBERS: DRW HOLDINGS, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wilson Donald R. Jr. CENTRAL INDEX KEY: 0001565352 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 540 W. MADISON ST., SUITE 2500 CITY: CHICAGO STATE: IL ZIP: 60661 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCG Financial Acquisition Corp. CENTRAL INDEX KEY: 0001512074 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 274452594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86187 FILM NUMBER: 13598221 BUSINESS ADDRESS: STREET 1: 615 N. WABASH CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-784-3960 MAIL ADDRESS: STREET 1: 615 N. WABASH CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D/A 1 e610510_13da-wilson.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

SCG FINANCIAL ACQUISITION CORP.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

78404K103
(CUSIP Number)

2012 DOOH INVESTMENTS LLC
540 W. Madison Street, Suite 2500
Chicago, Illinois 60661
Attn: Donald R. Wilson, Jr.
(312) 542-1001

Copy to:
 
Mark D. Wood, Esq.
Katten Muchin Rosenman LLP
525 West Monroe Street
Suite 1900
Chicago, Illinois  60661
(312) 902-5200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 8, 2013
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.
78404K103
13D
Page 1 of 10 Pages
 
1
NAME OF REPORTING PERSONS
 
2012 DOOH Investments LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
761,905
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,523,810
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,523,810
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.8%(1)
14
TYPE OF REPORTING PERSON
 
OO
 
(1) Based on 9,643,810 outstanding shares of the Issuer’s common stock, including 9,523,810 outstanding shares of the Issuer’s common stock as of December 31, 2012, as set forth in the Issuer’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 11, 2013, plus 120,000 shares of the Issuer’s common stock issued to DRW Commodities, LLC on February 8, 2013 pursuant to the transaction reported herein.
 
 
 
 
 
CUSIP No.
78404K103
13D
Page 2 of 10 Pages
 
1
NAME OF REPORTING PERSONS
 
DOOH Investment Manager LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
761,905
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,523,810
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,523,810
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.8%(1)
14
TYPE OF REPORTING PERSON
 
OO
 
(1) Based on 9,643,810 outstanding shares of the Issuer’s common stock, including 9,523,810 outstanding shares of the Issuer’s common stock as of December 31, 2012, as set forth in the Issuer’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 11, 2013, plus 120,000 shares of the Issuer’s common stock issued to DRW Commodities, LLC on February 8, 2013 pursuant to the transaction reported herein.
 
 
 
 
 
CUSIP No.
78404K103
13D
Page 3 of 10 Pages
 
1
NAME OF REPORTING PERSONS
 
DRW Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
2,474,450
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,474,450
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,474,450
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
25.7%(1)
14
TYPE OF REPORTING PERSON
 
OO
 
(1) Based on 9,643,810 outstanding shares of the Issuer’s common stock, including 9,523,810 outstanding shares of the Issuer’s common stock as of December 31, 2012, as set forth in the Issuer’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 11, 2013, plus 120,000 shares of the Issuer’s common stock issued to DRW Commodities, LLC on February 8, 2013 pursuant to the transaction reported herein.
 
 
 
 
 
CUSIP No.
78404K103
13D
Page 4 of 10 Pages
 
1
NAME OF REPORTING PERSONS
 
DRW Commodities, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
2,474,450
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,474,450
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,474,450
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
25.7%(1)
14
TYPE OF REPORTING PERSON
 
OO
 
 (1) Based on 9,643,810 outstanding shares of the Issuer’s common stock, including 9,523,810 outstanding shares of the Issuer’s common stock as of December 31, 2012, as set forth in the Issuer’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 11, 2013, plus 120,000 shares of the Issuer’s common stock issued to DRW Commodities, LLC on February 8, 2013 pursuant to the transaction reported herein.
 
 
 
 
 
CUSIP No.
78404K103
13D
Page 5 of 10 Pages
 
1
NAME OF REPORTING PERSONS
 
Donald R. Wilson, Jr.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) þ
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
3,236,355
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,474,450
10
SHARED DISPOSITIVE POWER
 
1,523,810
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,998,260
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.5%(1)
14
TYPE OF REPORTING PERSON
 
IN
 
(1) Based on 9,643,810 outstanding shares of the Issuer’s common stock, including 9,523,810 outstanding shares of the Issuer’s common stock as of December 31, 2012, as set forth in the Issuer’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 11, 2013, plus 120,000 shares of the Issuer’s common stock issued to DRW Commodities, LLC on February 8, 2013 pursuant to the transaction reported herein.
 
 
 
 
 
CUSIP No.
78404K103
13D
Page 6 of 10 Pages
 
 
This Amendment No. 2 (this “Amendment”) to Schedule 13D amends the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) by Donald R. Wilson, Jr. (“Wilson”), 2012 DOOH Investments LLC (“DOOH Investments”) and DOOH Investment Manager LLC (“DOOH Manager”) on December 26, 2012, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on January 14, 2013 by Wilson, DOOH Investments, DOOH Manager, DRW Commodities, LLC (“DRW Commodities”) and DRW Holdings, LLC (“DRW Holdings”), with respect to the securities of SCG Financial Acquisition Corp. (the “Issuer”).  The purpose of this Amendment is to report the acquisition by DRW Commodities of an aggregate of 120,000 shares of the common stock, par value $0.0001 per share, of the Issuer, which Wilson and DRW Holdings may be deemed to beneficially own.    Except as otherwise indicated herein, the information in the Schedule 13D remains unchanged.  Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following:

On February 8, 2013, the Issuer issued to DRW Commodities 120,000 shares (the “Commitment Fulfillment Shares”) of the Issuer’s Common Stock, as consideration for the fulfillment by DRW Commodities, as assignee of the obligations of DOOH Investments, of the stock purchase commitment under the Equity Commitment Agreement between DOOH Investments and the Issuer.

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following:

DRW Commodities, an affiliate of DOOH Investments to which DOOH Investments assigned its obligations under the Equity Commitment Agreement, acquired the Commitment Fulfillment Shares for investment purposes and as consideration for the fulfillment by DRW Commodities, as assignee of the obligations of DOOH Investments, of the stock purchase commitment under the Equity Commitment Agreement between DOOH Investments and the Issuer.  DRW Commodities has waived, with respect to the Commitment Fulfillment Shares, any redemption rights that it may have in connection with the consummation of the Issuer’s initial business combination with Reach Media Group Holdings, Inc. (“RMG Holdings”). See Item 6, which is incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer

Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated as follows:

(a)           Based on information contained in the Tender Offer Statement on Schedule TO filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on February 11, 2013, as of December 31, 2012, there were 9,523,810 shares of Common Stock outstanding.  Based on the foregoing, and taking into account the additional 120,000 shares of Common Stock outstanding as a result of the issuance of the Commitment Fulfillment Shares on February 8, 2013, (i) the aggregate of 3,998,260 shares of Common Stock that Wilson may be deemed to beneficially own represented approximately 41.5% of the Common Stock outstanding as of such date; (ii) the 1,523,810 shares of Common Stock that DOOH Investments and DOOH Manager may be deemed to beneficially own represented approximately 15.8% of the Common Stock outstanding as of such date; (iii) the 2,474,450 shares of Common Stock that DRW Commodities and DRW Holdings may be deemed to beneficially own represented approximately 25.7% of the Common Stock outstanding as of such date; and (iv) the 3,998,260 shares of Common Stock that all of the Reporting Persons collectively beneficially own represented approximately 41.5% of the Common Stock outstanding as of such date.
 
 
 
 
 
CUSIP No.
78404K103
13D
Page 7 of 10 Pages
 
(b)           Pursuant to the Unit Purchase Agreement, DOOH Investments possesses voting discretion (subject to voting restrictions contained in the Letter Agreement) with respect to the 761,905 Founder Shares that are subject to the Voting Rights and exercises the Voting Rights through DOOH Manager, which it has appointed as a manager of Holdings.  Wilson ultimately exercises voting discretion on behalf of DOOH Manager, in his capacity as its sole manager.  As a result, each of Wilson, DOOH Manager and DOOH Investments may be deemed to share the power to direct the vote of the 761,905 Founder Shares that are subject to the Voting Rights and therefore beneficially own such shares.   The two managers of Holdings, DOOH Manager and Gregory H. Sachs (“Sachs”), share the power to dispose, or direct the disposition, of the 1,523,810 shares of Common Stock held directly by Holdings, subject to restrictions on transfer set forth in the Letter Agreement.   Wilson, in his capacity as the sole manager of DOOH Manager, may also be deemed to share investment discretion with respect all of the 1,523,810 Founder Shares.

In addition, Wilson is the sole manager of DRW Commodities and DRW Holdings, which owns 100% of the outstanding equity of DRW Commodities, and as such each of Wilson, DRW Holdings and DRW Commodities may be deemed to have sole voting and sole dispositive power with respect to the 2,474,450 shares of Common Stock held by DRW Commodities.

 (c)           Except as set forth in Item 3, no Reporting Person has effected any transaction in the Common Stock during the past 60 days.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect toSecurities of the Issuer

Item 6 of the Schedule 13D is hereby amended by adding the following:

Waiver of Redemption Rights
 
DRW Commodities and the Issuer entered into a letter agreement on February 8, 2013, pursuant to which DRW Commodities waived, with respect to any Commitment Fulfillment Shares, any redemption rights DRW Commodities or any affiliate of DRW Commodities may have in connection with the consummation of the Issuer’s initial business combination with RMG Holdings, including, without limitation, any such rights available in the context of a stockholder vote to approve such business combination or in the context of a tender offer made by the Issuer to purchase shares of its Common Stock in connection with the proposed business combination with RMG Holdings.  DRW Commodities also acknowledged that it has no right, title, interest or claim of any kind in or to any monies held in the trust fund into which a portion of the net proceeds of the Issuer’s initial public offering were deposited (the “Trust Account”) or any other asset of the Issuer as a result of any liquidation of the Trust Account with respect to the Commitment Fulfillment Shares.
 
 
 
 
 
CUSIP No.
78404K103
13D
Page 8 of 10 Pages
 
Item 7.  Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by adding the following as Exhibit 99.11:
 
Exhibit 99.11  Waiver of Redemption Rights.
 
 
 
 
 
CUSIP No.
78404K103
13D
Page 9 of 10 Pages

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

Dated: February 12, 2013


2012 DOOH INVESTMENTS LLC
 
By: DOOH Investment Manager LLC
Its: Manager


By:  /s/ Donald R. Wilson, Jr.                                           
Name:  Donald R. Wilson, Jr.
Title:  Manager


DOOH INVESTMENT MANAGER LLC

 
By:  /s/ Donald R. Wilson, Jr.                                           
Name:  Donald R. Wilson, Jr.
Title:  Manager
 
 
/s/ Donald R. Wilson, Jr.                                           
Donald R. Wilson, Jr.


DRW COMMODITIES, LLC


By:  /s/ Donald R. Wilson, Jr.                                           
Name:  Donald R. Wilson, Jr.
Title:  Manager
 

DRW HOLDINGS, LLC


By:  /s/ Donald R. Wilson, Jr.                                           
Name:  Donald R. Wilson, Jr.
Title:  Manager
 
 
 
 
 
CUSIP No.
78404K103
13D
Page 10 of 10 Pages
 
Exhibit Index
 
Exhibit 99.11   Waiver of Redemption Rights.
 
 
 
 EX-99.11 2 e610510_ex99-11.htm Unassociated Document
 
Exhibit 99.11
 
SCG Financial Acquisition Corp.
615 North Wabash
Chicago, Illinois 60611

 
February 8, 2013
 
DRW Commodities, LLC
540 W. Madison, Suite 2500
Chicago, Illinois 60667
Attention: Donald R. Wilson, Jr.

Mr. Wilson:
 
This waiver of redemption rights agreement (this “Agreement”) is entered into and effective as of the date first written above (the “Effective Date”), by and between SCG Financial Acquisition Corp., a Delaware corporation (“SCG”), and DRW Commodities, LLC, a Delaware limited liability company (“Investor”).  SCG and 2012 DOOH Investments LLC, an Illinois limited liability company an affiliate of Investor (“DOOH”), previously entered into an equity commitment letter agreement on December 14, 2012 (the “Equity Commitment Letter”) pursuant to which DOOH agreed to purchase an aggregate of two million three hundred and fifty thousand (2,350,000) shares of SCG common stock, par value $0.0001 per share (“SCG Common Stock,” and DOOH’s purchase commitment of shares of SCG Common Stock as described herein shall hereinafter be referred to as the “Stock Purchase Commitment”) and SCG, as consideration for such purchases, agreed to issue to DOOH one hundred twenty thousand (120,000) additional shares of SCG Common Stock (the “Additional Shares”, and together with all shares of SCG Common Stock previously purchased by DOOH, the “Investor Shares”) upon the earlier of the date of consummation of a tender offer of the issued and outstanding shares of SCG Common Stock and the tenth (10th) business day after DOOH fulfills the Stock Purchase Commitment.  On January 8, 2013, DOOH assigned all of its obligations to fulfill the Stock Purchase Commitment and its related rights under the Equity Commitment Letter to Investor pursuant to an Assignment and Assumption Agreement between DOOH and Investor (the “Assignment Agreement”).   As of January 9, 2012, Investor, as DOOH’s assignee under the Assignment Agreement, had fulfilled the Stock Purchase Commitment and, as of the Effective Date, has been issued the Additional Shares by SCG.
 
1. Waiver of Redemption Rights.  Investor acknowledges that it has no right, title, interest or claim of any kind in or to any monies held in the trust fund into which a portion of the net proceeds of SCG’s initial public offering were deposited (the “Trust Account”) or any other asset of SCG as a result of any liquidation of the Trust Account with respect to the Additional Shares.  Investor further waives, with respect to any Additional Shares held by Investor or an affiliate of Investor, any redemption rights Investor or any affiliate of Investor may have in connection with the consummation of SCG’s initial business combination (as such term is used in SCG’s Amended and Restated Certificate of Incorporation, as amended) with Reach Media Group Holdings, Inc., a Delaware corporation (“Target”), including, without limitation, any such rights available in the context of a stockholder vote to approve such business combination or in the context of a tender offer made by SCG to purchase shares of SCG Common Stock in connection with the proposed business combination with Target.
 
 
 
 
 
2.  Representations and Warranties of Investor.  Investor hereby represents and warrants to SCG as follows:
 
(i)  Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware;
 
(ii) Investor has the requisite limited liability company power and authority to execute and deliver this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by Investor and, assuming the due authorization, execution and delivery by SCG, will constitute, upon such execution and delivery, legal, valid and binding obligations of Investor, enforceable against Investor in accordance with its terms and conditions (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles);
 
(iii) no material consent of, permit or exemption from, or declaration, filing or registration with, any governmental authority is required to be made or obtained by Investor in connection with the execution, delivery and performance of this Agreement by Investor, other than filings that may be required to be made by Investor pursuant to Section 13(d) and Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
 
(iv) neither the execution and delivery of this Agreement by Investor, nor the performance by Investor of the transactions contemplated hereby will (A) to Investor’s knowledge, result in a default, give rise to any right of termination, cancellation or acceleration, or require any consent under any of the terms, conditions or provisions of any material mortgage, loan, license, agreement, lease or other instrument or obligation to which Investor is a party, or (B) to Investor’s knowledge, conflict with or violate any laws applicable to Investor, in each case except as would not have a material adverse effect on Investor’s ability to perform its obligations hereunder.
 
3.  Amendment; Assignment.  This Agreement may not be amended, modified or terminated in any respect without the prior written consent of SCG and Investor.  Neither party hereto may assign all or any portion of its rights or obligations hereunder without the prior written consent of the other party hereto.
 
4.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED IN CONNECTION HEREWITH OR HEREAFTER AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
 
5.  Miscellaneous.
 
(i) This Agreement and the Equity Commitment Letter constitute the entire agreement with respect to the subject matter hereof, and supersede all prior agreements, understandings, representations, discussions and statements, both written and oral, between SCG and any of its affiliates and Investor and any of its affiliates with respect to the subject matter hereof, and shall not be contradicted or qualified by any other agreement, oral or written, prior to the date hereof.
 
 
 
 
 
(ii) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles thereof.  Each party to this Agreement (A) irrevocably and unconditionally submits to the personal jurisdiction of the federal courts located in the Northern District of Illinois and the state courts of the State of Illinois, (B) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in any state court within Chicago, Illinois or the federal courts located in the Northern District of Illinois, (D) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (E) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforesaid courts.
 
(iii) This Agreement may be executed in counterparts (including by facsimile or other electronic means), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
[signature page follows]
 
 
 
 
 
IN WITNESS WHEREOF, this Agreement is executed and effective as of the Effective Date.
 
 
SCG FINANCIAL ACQUISITION CORP.
 
 
By:  /s/ Gregory H. Sachs
Name:  Gregory H. Sachs
Title:  Chairman, President and Chief Executive Officer
 
Accepted and Agreed:
 
DRW COMMODITIES, LLC
 

By:  /s/ Donald R. Wilson, Jr.
Name:  Donald R. Wilson, Jr.
Title:  Manager