RMG Networks Holding Corp Watch

from 8-K 5 pages This First Amendment and Waiver Agreement (This “Amendment’’), Dated August 18, 2018 (“Amendment Date”) Is Entered Into by and Among Scg Digital Financing, LLC, a Delaware Limited Liability Company (“Lender”), and Rmg Networks, Inc., a Delaware Corporation, RMG Networks Holding Corporation, a Delaware Corporation, Rmg Enterprise Solutions, Inc., a Delaware Corporation, Rmg Networks Limited, a Corporation Formed Under the Laws of the United Kingdom, and Rmg Networks Middle East, LLC, a Nevada Limited Liability Company (Collectively, “Borrower”). Unless Otherwise Defined Herein, Defined Terms Have the Meaning Set Forth in That Certain Subordinated Loan and Security Agreement Dated April 2, 2018 Between the Parties Hereto (As Amended Hereby, the “Loan Agreement”)

from DEFA14A 5 pages This First Amendment and Waiver Agreement (This “Amendment’’), Dated August 18, 2018 (“Amendment Date”) Is Entered Into by and Among Scg Digital Financing, LLC, a Delaware Limited Liability Company (“Lender”), and Rmg Networks, Inc., a Delaware Corporation, RMG Networks Holding Corporation, a Delaware Corporation, Rmg Enterprise Solutions, Inc., a Delaware Corporation, Rmg Networks Limited, a Corporation Formed Under the Laws of the United Kingdom, and Rmg Networks Middle East, LLC, a Nevada Limited Liability Company (Collectively, “Borrower”). Unless Otherwise Defined Herein, Defined Terms Have the Meaning Set Forth in That Certain Subordinated Loan and Security Agreement Dated April 2, 2018 Between the Parties Hereto (As Amended Hereby, the “Loan Agreement”)

from 8-K 5 pages This First Amendment and Waiver Agreement (This “Amendment’’), Dated August 18, 2018 (“Amendment Date”) Is Entered Into by and Among RMG Networks Holding Corporation, a Delaware Corporation (The “Company”), Scg Digital, LLC, a Delaware Limited Liability Company (“Parent”), Scg Digital Merger Sub, Inc., a Delaware Corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub”), And, Solely for the Purposes of Sections 6.19, 8.03 and 8.04 of the Merger Agreement (As Defined Therein), Scg Digital Financing, LLC (“Scg Financing”). Unless Otherwise Defined Herein, Defined Terms Have the Meaning Set Forth in That Certain Agreement and Plan of Merger Dated April 2, 2018 Between the Parties Hereto (As Amended Hereby, the “Merger Agreement”). Whereas, During the Go Shop Period Under the Merger Agreement, the Company Received an Alternative Proposal From a Third Party, Hale Capital Partners, L.P., a Delaware Limited Partnership (“Hale”), to Engage in a Recapitalization Transaction (The “Alternative Transaction”); Whereas, at a Meeting Held by the Special Committee on August 1, 2018, the Special Committee Unanimously Determined That the Alternative Transaction Would Result in a Superior Proposal; Whereas, in a Subsequent Meeting of the Company Board on August 1, 2018, the Company Board Did Not Approve the Alternative Transaction; Whereas, Hale Subsequently Delivered a New Non-Binding Proposal to the Company Providing a Stockholder Option to Receive Cash in Exchange for the Shares of Company Common Stock, Which Proposal Is Subject to Negotiation and Documentation;

from DEFA14A 5 pages This First Amendment and Waiver Agreement (This “Amendment’’), Dated August 18, 2018 (“Amendment Date”) Is Entered Into by and Among RMG Networks Holding Corporation, a Delaware Corporation (The “Company”), Scg Digital, LLC, a Delaware Limited Liability Company (“Parent”), Scg Digital Merger Sub, Inc., a Delaware Corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub”), And, Solely for the Purposes of Sections 6.19, 8.03 and 8.04 of the Merger Agreement (As Defined Therein), Scg Digital Financing, LLC (“Scg Financing”). Unless Otherwise Defined Herein, Defined Terms Have the Meaning Set Forth in That Certain Agreement and Plan of Merger Dated April 2, 2018 Between the Parties Hereto (As Amended Hereby, the “Merger Agreement”). Whereas, During the Go Shop Period Under the Merger Agreement, the Company Received an Alternative Proposal From a Third Party, Hale Capital Partners, L.P., a Delaware Limited Partnership (“Hale”), to Engage in a Recapitalization Transaction (The “Alternative Transaction”); Whereas, at a Meeting Held by the Special Committee on August 1, 2018, the Special Committee Unanimously Determined That the Alternative Transaction Would Result in a Superior Proposal; Whereas, in a Subsequent Meeting of the Company Board on August 1, 2018, the Company Board Did Not Approve the Alternative Transaction; Whereas, Hale Subsequently Delivered a New Non-Binding Proposal to the Company Providing a Stockholder Option to Receive Cash in Exchange for the Shares of Company Common Stock, Which Proposal Is Subject to Negotiation and Documentation;

from 8-K ~5 pages May 16, 2018 via Fedex Overnight and E-Mail Re:notice of Extension of Go Shop Period Dear Sir

from DEFA14A ~5 pages May 16, 2018 via Fedex Overnight and E-Mail Re:notice of Extension of Go Shop Period Dear Sir

from 8-K 2 pages RMG Networks Holding Corporation 15301 N. Dallas Parkway, Suite 500 Dallas, Texas 75001 May 3, 2018

from DEFA14A 2 pages RMG Networks Holding Corporation 15301 N. Dallas Parkway, Suite 500 Dallas, Texas 75001 May 3, 2018

from 8-K 2 pages [Remainder of Page Intentionally Left Blank]

from DEFA14A 2 pages [Remainder of Page Intentionally Left Blank]

from 8-K 13 pages First Amendment to Amended and Restated Loan and Security Agreement

from DEFA14A 13 pages First Amendment to Amended and Restated Loan and Security Agreement

from 8-K 11 pages Voting Agreement

from DEFA14A 11 pages Voting Agreement

from DEFA14A 31 pages Subordinated Loan and Security Agreement

from 8-K 31 pages Subordinated Loan and Security Agreement

from 8-K 83 pages Agreement and Plan of Merger by and Among RMG Networks Holding Corporation, Scg Digital, LLC Scg Digital Merger Sub, Inc., And, Solely for the Purposes of Sections 6.19, 8.03 and 8.04, Scg Digital Financing, LLC April 2, 2018

from DEFA14A 83 pages Agreement and Plan of Merger by and Among RMG Networks Holding Corporation, Scg Digital, LLC Scg Digital Merger Sub, Inc., And, Solely for the Purposes of Sections 6.19, 8.03 and 8.04, Scg Digital Financing, LLC April 2, 2018

from 8-K 2 pages Amendment No. 1 to the Agreement and Plan of Merger

from 8-K 42 pages Agreement and Plan of Merger Dated as of March 1, 2013 by and Among Scg Financial Acquisition Corp., Scg Financial Merger III Corp., Symon Holdings Corporation and the Securityholders’ Representative