Exhibit
10.2


 


CONVERTIBLE
PROMISSORY NOTE


 


	Effective
    Date: March 5, 2021	U.S.
    $13,210,000.00


 


FOR
VALUE RECEIVED, MGT Capital Investments, Inc., a Delaware corporation (“Borrower”),
promises to pay to Bucktown Capital, LLC, a Utah limited liability company, or its
successors or assigns (“Lender”), $13,210,000.00 and any interest, fees, charges, and late fees accrued hereunder
on the date that is twelve (12) months after the Purchase Price Date (the “Maturity Date”) in accordance with
the terms set forth herein and to pay interest on the Outstanding Balance (including all Tranches (as defined below), both Conversion
Eligible Tranches (as defined below) and Subsequent Tranches (as defined below)) at the rate of eight percent (8%) per annum from
the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of
a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the
terms of this Note. This Convertible Promissory Note (this “Note”) is issued and made effective as of March
5, 2021 (the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement
dated March 5, 2021, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase
Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated
herein by this reference.


 


This
Note carries an OID of $2,200,000.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender’s legal fees,
accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this
Note (the “Transaction Expense Amount”), all of which amount is fully earned and included in the initial principal
balance of this Note. The purchase price for this Note shall be $11,000,000.00 (the “Purchase Price”), computed as
follows: $13,210,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall
be payable by Lender by delivery of the Investor Notes (as defined in the Purchase Agreement) and payment of the Initial Cash
Purchase Price (as defined in the Purchase Agreement) by wire transfer of immediately available funds. This Note shall be comprised
of seven (7) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $1,210,000.00
and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction
Documents (as defined in the Purchase Agreement) (the “Initial Tranche”), and (ii) six (6) additional Tranches, five
(5) in the amount of $1,200,000.00 and one (1) in the amount of $6,000,000.00, plus any interest, costs, fees or charges accrued
thereon or added thereto under the terms of this Note and the other Transaction Documents (each, a “Subsequent Tranche”).
The Initial Tranche shall correspond to the Initial Cash Purchase Price, $200,000.00 of the OID, and the Transaction Expense Amount,
and may be converted into shares of Common Stock (as defined below) any time as set forth in Section 3 below. The first Subsequent
Tranche shall correspond to Investor Note #1 and $200,000.00 of the OID, the second Subsequent Tranche shall correspond to Investor
Note #2 and $200,000.00 of the OID, the third Subsequent Tranche shall correspond to Investor Note #3 and $200,000.00 of the OID,
the fourth Subsequent Tranche shall correspond to Investor Note #4 and $200,000.00 of the OID, the fifth Subsequent Tranche shall
correspond to Investor Note #5 and $200,000.00 of the OID, and the sixth Subsequent Tranche shall correspond to Investor Note
#6 and $1,000,000.00 of the OID. Lender’s right to convert any portion of any of the Subsequent Tranches is conditioned
upon Lender’s payment in full of the Investor Note corresponding to such Subsequent Tranche (upon the satisfaction of such
condition, such Subsequent Tranche becomes a “Conversion Eligible Tranche”). In the event Lender exercises its Lender
Offset Right (as defined below) with respect to a portion of an Investor Note and pays in full the remaining outstanding balance
of such Investor Note, the Subsequent Tranche that corresponds to such Investor Note shall be deemed to be a Conversion Eligible
Tranche only for the portion of such Tranche that was paid for in cash by Lender and the portion of such Investor Note that was
offset pursuant to Lender’s exercise of the Lender Offset Right shall not be included in the applicable Conversion Eligible
Tranche. For the avoidance of doubt, subject to the other terms and conditions hereof, the Initial Tranche shall be deemed a Conversion
Eligible Tranche as of the Purchase Price Date for all purposes hereunder and may be converted in whole or in part at any time
subsequent to the Purchase Price Date, and, subject to Section 3 below, each Subsequent Tranche that becomes a Conversion Eligible
Tranche may be converted in whole or in part at any time subsequent to the first date on which such Subsequent Tranche becomes
a Conversion Eligible Tranche. For all purposes hereunder, Conversion Eligible Tranches shall be converted in order of the lowest-numbered
Conversion Eligible Tranche and Conversion Eligible Tranches may be converted in one or more separate Conversions (as defined
below), as determined in Lender’s sole discretion. At all times hereunder, the aggregate amount of any costs, fees or charges
incurred by or assessable against Borrower hereunder, including, without limitation, any fees, charges or premiums incurred in
connection with an Event of Default (as defined below), shall be added to the lowest-numbered then-current Conversion Eligible
Tranche.




 




    	 



    	 



    

 


1.
Payment; Etc.


 


1.1.
Payment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as
defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that
purpose. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to
(c) accrued and unpaid interest, and thereafter, to (d) principal.


 


1.2.
Prepayment. Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding
Balance (less such portion of the Outstanding Balance for which Borrower has received a Conversion Notice (as defined below) from
Lender where the applicable Conversion Shares have not yet been delivered). If Borrower exercises its right to prepay this Note,
Borrower shall make payment to Lender of an amount in cash equal to 110% multiplied by the portion of the Outstanding Balance
Borrower elects to prepay.


 


1.3.
Registration. Company must file a Registration Statement on Form S-1 (the “Registration Statement”)
and have such Registration Statement declared effective by the SEC within 120 days of the Effective Date (the “Registration
Deadline”), and such Registration Statement must register at least 25,000,000 shares of Common Stock and an additional
25,000,000 shares of Common Stock for each Investor Note Borrower desires Lender to fund (the number of shares required to be
registered will be increased pro rata in the event the Floor Price is reduced). In the event the Registration Statement is not
declared effective by the SEC (as defined in the Purchase Agreement) by the Registration Deadline or does not register at least
25,000,000 shares, the Outstanding Balance will automatically increase by five percent (5%). For each thirty (30) days thereafter
up to an additional three (3) times that the Registration Statement is not declared effective, the Outstanding Balance will automatically
be increased by five percent (5%). For the avoidance of doubt, the failure to have the Registration Statement declared effective
by the Registration Deadline or any subsequent extension deadline or to register a sufficient number of shares shall not be considered
Events of Default hereunder.


 


1.4.
Extensions. The Maturity Date may be extended by six (6) months upon the mutual consent of Lender and Borrower on up to
two (2) occasions. Each time Lender and Borrower agree to extend the Maturity Date, the outstanding funded balance will automatically
increase by twelve and a half percent (12.5%).


 


2.
Security. This Note is unsecured.


 




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3.
Conversion.


 


3.1.
Conversions. Lender has the right at any time after the earlier of (a) the effectiveness of the Registration Statement,
and (b) the date that is six (6) months from the Effective Date, until the Outstanding Balance has been paid in full, at its election,
to convert (“Conversion”) all or any portion of any Conversion Eligible Tranche into shares (“Conversion
Shares”) of fully paid and non-assessable common stock, $0.001 par value per share (“Common Stock”),
of Borrower as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion
Amount”) divided by the Conversion Price (as defined below). Conversion notices in the form attached hereto as Exhibit
A (each, a “Conversion Notice”) may be effectively delivered to Borrower by any method set forth in the
“Notices” Section of the Purchase Agreement (as defined in the Exchange Agreement), and all Conversions shall be cashless
and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any Conversion to Lender in accordance
with Section 8 below.


 


3.2.
Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Conversion shall be calculated
pursuant to the following formula: 70% multiplied by the lowest trade price for a share of Common Stock during the ten (10) Trading
Days immediately preceding the applicable Conversion (the “Conversion Price”); provided, however, in
no event shall the Conversion Price be less than the Floor Price.


 


4.
Defaults and Remedies.


 


4.1.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower
fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to
deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be
appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or
shall not be dismissed or discharged within sixty (60) days; (d) Borrower becomes insolvent or generally fails to pay, or admits
in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (e) Borrower makes
a general assignment for the benefit of creditors; (f) Borrower files a petition for relief under any bankruptcy, insolvency or
similar law (domestic or foreign); (g) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (h) Borrower
or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation,
condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document
(as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase
Agreement; (i) any representation, warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor,
or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this
Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (j) the occurrence of a Fundamental
Transaction without Lender’s prior written consent; (k) Borrower fails to maintain the Share Reserve (as defined in the
Purchase Agreement); (l) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written
notice to Lender; (m) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower
or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period
of twenty (20) calendar days unless otherwise consented to by Lender; (n) Borrower fails to be DWAC Eligible; (o) Borrower fails
to observe or perform any covenant set forth in Section 4 of the Purchase Agreement (other than the covenant with respect to Unapproved
Restricted Issuances); (p) Borrower makes any Unapproved Restricted Issuance; or (q) Borrower, any affiliate of Borrower, or any
pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any Other Agreements.


 




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4.2.
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender
may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash
at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default,
Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation
set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance
shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the
Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender
elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately
due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding
Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the
foregoing, upon the occurrence of any Event of Default described in clauses (c), (d), (e), (f) or (g) of Section 4.1, the Outstanding
Balance as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default
Amount, without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written
notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event
of Default occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted
under applicable law (“Default Interest”). For the avoidance of doubt, Lender may continue making Conversions
(as defined below) at any time following an Event of Default until such time as the Outstanding Balance is paid in full. In connection
with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other
notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and
remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled
by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if
any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies
available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with
respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the
terms hereof.


 


5.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset
it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called
for herein in accordance with the terms of this Note.


 


6.
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the
party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other
provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


 


7.
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof,
if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any
time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will
be proportionately increased. Any adjustment pursuant to this Section 7 shall become effective immediately after the effective
date of such subdivision or combination. If any event requiring an adjustment under this Section 7 occurs during the period that
a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect
such event.


 




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8.
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following Lender’s
delivery of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such
time and such Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable
Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Conversion Notice. If Borrower
is not DWAC Eligible or such Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker
(as designated in the Conversion Notice), via reputable overnight courier, a certificate representing the number of shares of
Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its
designee. For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless
Lender or its broker, as applicable, has actually received the certificate representing the applicable Conversion Shares no later
than the close of business on the relevant Delivery Date pursuant to the terms set forth above. Moreover, and notwithstanding
anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver
any Conversion Shares without a restrictive securities legend to Lender on grounds that such issuance is in violation of Rule
144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer
agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with
the provisions of this Section 8. In conjunction therewith, Borrower will also deliver to Lender a written explanation from its
counsel or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion Shares violates Rule
144.


 


9.
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 8,
Lender may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a
corresponding increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes
of determining the holding period under Rule 144). In addition, for each Conversion, in the event that Conversion Shares are not
delivered by the third (3rd) Trading Day (inclusive of the day of the Conversion), a late fee equal to 2% of the applicable Conversion
Share Value rounded to the nearest multiple of $100.00 but with a floor of $500.00 per day (but in any event the cumulative amount
of such late fees for each Conversion shall not exceed 200% of the applicable Conversion Share Value) will be assessed for each
day after the third (3rd) Trading Day (inclusive of the day of the Conversion) until Conversion Share delivery is made; and such
late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”).


 


10.
Approved Restricted Issuance. The Outstanding Balance will automatically be increased by three percent (3%) for each Approved
Restricted Issuance made by Borrower (without the need for Lender to provide any notice to Borrower of such increase), which increase
will be effective as of the date of each applicable Approved Restricted Issuance.


 


11.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
Borrower shall not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender
(together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock
outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum
Percentage”). For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section
13(d) of the 1934 Act. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%”
at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision contained herein, if
the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such increase to “9.99%”
shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written notice to Borrower, Lender
may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day
after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply
to all affiliates and assigns of Lender.


 




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12.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the
right to have any such opinion provided by its counsel.


 


13.
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase
Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


 


14.
Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


15.
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full,
shall automatically be deemed canceled, and shall not be reissued.


 


16.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


17.
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of
Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of
Borrower.


 


18.
Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties
hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain
circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the
Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset
any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower
Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and
signed Borrower Offset Right Notice in the form attached hereto as Exhibit B, (b) the original Investor Note being offset
marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit
in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s
exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender
shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or
destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur
any Prepayment Premium set forth in Section 1.2 hereof with respect to any portions of this Note that are satisfied by way of
a Borrower Offset Right.


 


19.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be
given in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


20.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions
of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the
parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant factors.
Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this
Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s
and Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining
the holding period under Rule 144).


 


21.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve
the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full
force and effect.


 


[Remainder
of page intentionally left blank; signature page follows]


 




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IN
WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.


 


	 	BORROWER:
	 	 	 
	 	MGT Capital Investments, Inc.
	 	 	 
	 	By:
    	/s/
    Robert B. Ladd
	 	Name:
    	Robert B. Ladd
	 	Title:
    	CEO


 


ACKNOWLEDGED,
ACCEPTED AND AGREED:


 


LENDER:


 


Bucktown
Capital, LLC


 


	By:
    	/s/
    John M. Fife 	 
	 	John
    M. Fife, President 	 


 


[Signature
Page to Convertible Promissory Note]


 




    	 



    	 



    

 


ATTACHMENT
1


DEFINITIONS


 


For
purposes of this Note, the following terms shall have the following meanings:


 


A1.
“Approved Restricted Issuance” means a Variable Security Issuance (as defined in the Purchase Agreement) for
which Borrower received Lender’s written consent prior to the applicable issuance.


 


A2.
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and last
closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, L.P. (“Bloomberg”),
or, if its principal market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price (as the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading
market for the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal
securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing
do not apply, the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market
on the electronic bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price,
respectively, is reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of
any market makers for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price
or the Closing Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing
Bid Price or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually
determined by Lender and Borrower. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during such period.


 


A3.
“Conversion Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion
Notice multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Conversion.


 


A4.
“Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred
by (a) fifteen percent (15%) for each occurrence of any Major Default, (b) ten percent (10%) for each occurrence of an Unapproved
Restricted Issuance Default, or (c) five percent (5%) for each occurrence of any Minor Default, and then adding the resulting
product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing then
becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred; provided that the Default
Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times hereunder with respect
to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default pursuant to Section 4.1(b)
hereof. There shall be no limit on the number of times the Default Effect may be applied with respect to Unapproved Restricted
Issuance Defaults.


 


A5.
“DTC” means the Depository Trust Company or any successor thereto.


 


A6.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A7.
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A8.
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant
to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has
been approved (without revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as
an agent in the DTC/FAST Program; (d) the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s
transfer agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.


 


A9.
“Floor Price” means $0.04 per share of Common Stock.


 




    	 	Attachment 1 to Convertible Promissory Note, Page 1	 



    	 



    

 


A10.
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is
the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange
offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any
shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons
or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or
entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including
any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with
the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (v)
Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize
or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or
(b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934
Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in
Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and
outstanding voting stock of Borrower.


 


A11.
“Major Default” means any Event of Default occurring under Sections 4.1(a), 4.1(k), or 4.1(o).


 


A12.
“Mandatory Default Amount” means the Outstanding Balance following the application of the Default Effect.


 


A13.
“Market Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately
preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported
on Borrower’s most recently filed Form 10-Q or Form 10-K.


 


A14.
“Minor Default” means any Event of Default that is not a Major Default or Unapproved Restricted Issuance Default.


 


A15.
“OID” means an original issue discount.


 


A16.
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among
or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement
or a material agreement that affects Borrower’s ongoing business operations.


 


A17.
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as
the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense
Amount, accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer,
stamp, issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation
Conversion Delay Late Fees) incurred under this Note.


 


A18.
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A19.
“Trading Day” means any day on which the New York Stock Exchange (or such other principal market for the Common
Stock) is open for trading.


 


A20.
“Unapproved Restricted Issuance” means a Variable Security Issuance for which Borrower did not receive Lender’s
written consent prior to the applicable issuance.


 


A21.
“Unapproved Restricted Issuance Default” means an Event of Default occurring under Section 4.1(p) of this Note.


 


A22.
“VWAP” means the volume weighted average price of the Common Stock on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 


[Remainder
of page intentionally left blank]


 




    	 	Attachment 1 to Convertible Promissory Note, Page 2	 



    	 



    

 


EXHIBIT
A


 


Bucktown
Capital, LLC


303
East Wacker Drive, Suite 1040


Chicago,
Illinois 60601


 


	MGT
    Capital Investments, Inc.	 	Date:	 
	Attn:
    Robert Ladd	 	 	 
	150
    Fayetteville Street, Suite 1110	 	 	 
	Raleigh,
    North Carolina 27601	 	 	 


 


CONVERSION
NOTICE


 


The
above-captioned Lender hereby gives notice to MGT Capital Investments, Inc., a Delaware corporation (the “Borrower”),
pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on March 5, 2021 (the “Note”),
that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common
Stock of Borrower as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth
below. In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative,
at the election of Lender in its sole discretion, Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized
terms used in this notice without definition shall have the meanings given to them in the Note.


 


	 	A.	Date
    of Conversion:________________
	 	B.	Conversion
    #:_____________
	 	C.	Conversion
    Amount:____________
	 	D.	Conversion
    Price: _______________
	 	E.	Conversion
    Shares: _______________ (C divided by D)
	 	F.	Remaining
    Outstanding Balance of Note: ____________*


 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined
in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Conversion
Notice and such Transaction Documents.


 


Please
transfer the Conversion Shares electronically (via DWAC) to the following account:


 


	Broker:_____________________________	 	Address:	 
	DTC#:
    _____________________________	 	 	 
	Account
    #: __________________________	 	 	 
	Account
    Name: ______________________	 	 	 


 


To
the extent the Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated
shares to Lender via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise)
to:


 


	 	 	 
	 	 	 
	 	 	 


 


[Signature
Page Follows]





 






    	 	Exhibit A to Convertible Promissory Note, Page 1	 



    	 



    

 


Sincerely,


 


Lender:


 


Bucktown
Capital, LLC


 


	By:
    	 	 
	 	John
    M. Fife, President 	 


 




    	 	Exhibit A to Convertible Promissory Note, Page 2	 



    	 



    

 


EXHIBIT
B


 


MGT
Capital Investments, Inc.


150
Fayetteville Street, Suite 1110


Raleigh,
North Carolina 27601


 


	Bucktown
    Capital, LLC	 	Date:	 
	303
    East Wacker Drive, Suite 1040	 	 	 
	Chicago,
    Illinois 60601	 	 	 


 


OFFSET
NOTICE


 


NOTICE
OF EXERCISE


OF
BORROWER OFFSET RIGHT


 


The
above-captioned Borrower hereby gives notice to Bucktown Capital, LLC, a Utah limited liability company (the “Lender”),
pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on March 5, 2021 (the “Note”),
of Borrower’s election to exercise the Borrower Offset Right as set forth below. In the event of a conflict between this
Notice of Exercise of Borrower Offset Right and the Note, the Note shall govern. Capitalized terms used in this notice without
definition shall have the meanings given to them in the Note.


 


	 	A.	Effective
    Date of Offset: ____________, 201__
	 	B.	Investor
    Note Being Offset:_______________
	 	C.	Amount
    of Offset: ______________________


 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined
in the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Notice of Exercise
of Borrower Offset Right and such Transaction Documents.


 


Sincerely,


 


Borrower:


 


MGT
Capital Investments, Inc.


 


	By:
    		 
	Name:
    		 
	Title:
    		 


 




    	 	Exhibit B to Convertible Promissory Note, Page 1