X0306 4 2014-07-10 0001512074 RMG Networks Holding Corp RMGN 0001300607 Sachs Gregory H 520 LAKE COOK ROAD, SUITE 650 DEERFIELD IL 60015 1 1 Executive Chairman Common Stock 2014-07-10 4 J 0 425848 0 A 437456 I By Revocable Trust Common Stock 2014-07-10 4 J 0 116950 0 A 116950 I By Family Trust Common Stock 142857 I See Footnote 2 Warrants 11.50 2014-07-10 4 J 0 1600000 0 A Common Stock 1600000 2133333 I By revocable Trust Warrants 11.50 2014-07-10 4 J 0 400000 0 A Common Stock 400000 400000 I By Family Trust Distribution from SCG Financial Holdings LLC, an Illinois limited liability company (the "Sponsor"). These shares are owned of record by the Sponsor and are subject to forfeiture in the event that the last sale price of the Issuer's Common Stock does not equal or exceed $12.00 per share for any 20 trading days within any 30 trading day period within 24 months following the closing of the Issuer's initial business combination ("Business Combination"). Gregory H. Sachs is the trustee and beneficiary of a revocable trust and the children of Mr. Sachs are the beneficiaries under a separate trust, both of which are members of the Sponsor. Mr. Sachs is thereby an indirect holder of securities of the Issuer through the trusts' membership interests in the Sponsor. Gregory H. Sachs is a manager of the Sponsor and ultimately controls the voting and dispositive power of 142,857 shares of Common Stock of the Issuer owned by the Sponsor. The Reporting Person disclaims beneficial ownership of any shares of Common Stock of the Issuer over which he does not have a pecuniary interest. The Warrants became exercisable 30 days following the completion of the Business Combination and will expire five years after completion of the Business Combination. /s/ Gregory H. Sachs 2014-07-10