Letter Agreement, dated May 3, 2018, by and among the Company, SCG Digital, LLC, SCG Digital Merger Sub, Inc., and SCG Digital Financing, LLC

Exhibit 2.1

RMG Networks Holding Corporation

15301 N. Dallas Parkway, Suite 500

Dallas, Texas 75001

May 3, 2018

SCG Digital, LLC

SCG Merger Sub, Inc.

SCG Digital Financing, LLC

c/o Sachs Capital Group, LLC

2132 Deep Water Lane, Suite 232

Naperville, IL  60564

Attn:  Greg Sachs

Email:  ***@***

Re:  Merger Agreement

Reference is made to that certain Agreement and Plan of Merger, dated April 2, 2018, among SCG DIGITAL, LLC, SCG MERGER SUB, INC., SCG DIGITAL FINANCING, LLC (“Lender”) and RMG NETWORKS HOLDING CORPORATION (the “Company”) (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”).  Capitalized terms used herein but not otherwise defined in this letter agreement have the meanings ascribed to such terms in the Merger Agreement.

The parties to the Merger Agreement agree that (a) the Company shall have until May 11, 2018 under Section 6.04(b) of the Merger Agreement to prepare and file the Proxy Statement and Schedule 13E-3 with the SEC and (b) the Company and Parent shall have until May 11, 2018 to jointly prepare and file the Schedule 13E-3 with the SEC.

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