Exhibit 10.11


 


DATED                    8 OCTOBER 2009


 






 


FACILITY
AGREEMENT


 


between


 


MGT CAPITAL
INVESTMENTS LIMITED


 


and


 


MONEYGATE
GROUP LIMITED


 

















 


THIS AGREEMENT is dated                                           2009


 


PARTIES


 


(1)           MGT
CAPITAL INVESTMENTS  LIMITED
incorporated and registered in England and Wales with company number 07034382
whose registered office is at 66 Hammersmith Road, London, W14 8UD (Lender).


 


(2)           MONEYGATE GROUP LIMTIED incorporated and registered in
England and Wales with company number 06599555 whose registered office is at 1
The Bulrushes Woodstock Way Boldon Business Park Boldon Colliery Tyne &
Wear NE35 9PF (Borrower).


 


BACKGROUND


 


The
Lender has agreed to provide the Borrower with a secured term loan facility of
£2,000,000.


 


AGREED TERMS


 


1.             DEFINITIONS AND INTERPRETATION


 


1.1           The definitions and rules of
interpretation in this clause apply in this agreement.


 


Availability
Period: the period beginning with the Effective Date and ending on and
including the date three years after the Effective Date.


 


Business
Day: a day (other than a Saturday or a Sunday) on which commercial banks
are open for general business in London and deposits are dealt with on the
London Interbank Market.


 


Change of
Control: where any person, or group of connected persons not having control
(as defined in section 416 of ICTA 1988) of the Borrower on the date of this
agreement acquires control of the Borrower; or


 


Debenture: a debenture in the
agreed form executed, or to be executed, by the Borrower.


 


Director: each person who is a
director of the Borrower


 


Disclosed: has the meaning set
out in the Subscription Agreement


 


Disclosure
Letter: the disclosure letter from the Warrantors to the Lender (as defined
in the Subscription Agreement)


 


Drawdown: a drawing made, or
to be made, by the Borrower under the Facility.


 


Drawdown
Date: the date on which an Advance is made, or is to be made.


 


Drawdown
Request: a drawdown request, substantially in the form set out in Schedule
2.


 


Effective
Date: the date of this agreement.


 


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Event of
Default: any event or circumstance listed in Schedule 5.


 


Existing
Security: any Security arising under:


 


(a)        the
Debenture;


 


(b)        any
Security created or outstanding with the Lender’s prior written consent;


 


(c)        any
Security securing not more than £25,000 in total at any time;


 


(d)        any
common law liens in the ordinary course of trading, as long as the amounts in
respect of those liens are not overdue for payment;


 


(e)        any
normal title retention arrangements of a supplier’s standard conditions of
supply of goods acquired by the Borrower in the ordinary course of its
business.


 


Facility: the term loan
facility made available under this agreement.


 


Indebtedness: any obligation to
pay or repay money, present or future, whether actual or contingent, sole or
joint.


 


Material
Adverse Effect: any event or circumstance which, in the Lender’s reasonable
opinion, is likely to materially and adversely affect the Borrower’s ability to
perform all or any of its obligations under, or otherwise comply with, the
terms of the Transaction Documents or any of them.


 


Potential
Event of Default: any event or circumstance specified in Schedule 5 which would, on
the giving of notice, expiry of any grace period or making of any determination
under this agreement, become an Event of Default.


 


Repayment
Date: the date three years from the Effective Date or upon the Lender
ceasing to be a shareholders of the Borrower, whichever is the sooner.


 


Security: any mortgage, charge
(whether fixed or floating, legal or equitable), pledge, lien, hypothecation,
assignment as security, title retention or any other type of arrangement that
has a similar effect to any of them.


 


Subscription Agreement: the agreement between the Lender, the Borrower and the Warrantors
of even date


 


Subsidiary: a subsidiary within
the meaning of a subsidiary undertaking within the meaning of section 1162 of
the Companies Act 2006.


 


Transaction
Documents: this agreement and the Debenture.


 


Warranties: the representations
and warranties set out in Schedule 3.


 


Warrantors: has the meaning set out in the Subscription Agreement


 


1.2           Clause, schedule and
paragraph headings do not affect the interpretation of this agreement.


 


1.3           A reference to this agreement (or any provision of it) or any other
document shall be construed as a reference to this agreement, that provision or
that document as it is in 


 


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force for the time being
and as amended, varied or supplemented from time to time in accordance with its
terms, or with the agreement of the relevant parties.


 


1.4           A reference to a person shall include a reference to an individual, firm,
company, corporation, unincorporated body of persons, or any state or any agency
of that person).


 


1.5           A reference to a statute,
statutory provision or subordinate legislation is a reference to it as it is in
force for the time being, taking account of any amendment or extension, or
re-enactment and includes any former statute, statutory provision or
subordinate legislation which it amends or re-enacts.


 


1.6           A reference to writing or written
includes faxes but not e-mail.


 


2.             THE FACILITY


 


The Lender grants to the Borrower a secured sterling
term loan facility of a total principal amount of £2,000,000 on the terms, and
subject to the conditions, of this agreement.


 


3.             PURPOSE


 


3.1           The Borrower shall use
all money borrowed under this agreement for acquisitions of IFA Targets as may
be approved by the Lender in writing such approval not to be unreasonably
withheld or delayed.


 


4.             CONDITIONS PRECEDENT


 


4.1           The Borrower may only
make a Drawdown Request, and the obligations of the Lender under this agreement
only arise, once the Lender has received all the documents and evidence
specified in Schedule 1 in the form and containing the information, that it
requires


 


4.2           The Lender’s obligation
to make an Advance is subject to the condition precedent that, on both the date
of the Drawdown Request and the Drawdown Date:


 


(a)        Warranties
are true and correct in all material respects and will be true and correct in
all material respects immediately after the Borrower has made the proposed
Drawing, subject to the dispute which is currently in existence between the
Borrower and Money Portal (in administration) as more fully described in the
disclosure against Warranty 7.1(a) in the Disclosure Letter; and


 


(b)        no Event
of Default or Potential Event of Default is continuing, or would result from
the proposed Drawing


 


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4.3           The Lender may, in its
absolute discretion, refuse to approve a Drawdown Request


 


4.4           The conditions specified
in this clause 4 are inserted solely for the Lender’s benefit. The Lender may
waive them, in whole or in part and with or without conditions, without
prejudicing the Lender’s right to require subsequent fulfilment of such
conditions.


 


5.             INTEREST


 


5.1           The Borrower shall pay
interest on each Drawdown at the rate of 5% per annum.


 


5.2           Interest shall
accrue daily and shall be debited and compounded monthly  and
shall be payable on each anniversary of the first draw down against the
facility.


 


5.3           If the Borrower fails to
make any payment due under this agreement on the Repayment
Date, interest on the unpaid amount shall accrue daily,
from the date of non-payment to the date of actual payment, at 7% p.a.


 


6.             REPAYMENT


 


6.1           The Borrower shall repay
the Loan on the Repayment Date.


 


6.2           The Borrower may repay
the Loan earlier than the Repayment Date without penalty.


 


7.             CHANGE OF CONTROL


 


7.1           The Borrower shall
promptly notify the Lender if:


 


(a)        there is
a Change of Control, or


 


(b)        the
Borrower becomes aware of circumstances that may result in a Change of Control.


 


7.2           If the Borrower notifies
the Lender under paragraph 7.1 the Lender may cancel the Facility and declare
the Loan Balance, accrued interest and all other amounts due under this
agreement immediately due and payable. To do this, the Lender must give the
Borrower at least 14 days’ notice.


 


8.             REPRESENTATIONS AND WARRANTIES


 


8.1           The Borrower makes the
Warranties on the date of this agreement.


 


8.2           The Borrower repeats the
Warranties on each Drawdown Date by reference to the facts and circumstances
existing on each such date.


 


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8.3           The Borrower covenants
with the Lender as set out in Schedule 4.


 


8.4           The covenants given by
the Borrower shall remain in force from the date of this agreement for so long
as any amount remains outstanding or any Commitment is in force under this
agreement.


 


9.             EVENTS OF DEFAULT


 


9.1           Each of the events or
circumstances set out in Schedule 5 is an Event of Default.


 


9.2           At any time after an
Event of Default has occurred and is continuing, the Lender may, by giving
notice to the Borrower declare the loan balance accrued interest and all other
amounts accrued or outstanding under the Transaction Documents:


 


(a)        immediately
due and payable; or


 


(b)        payable
on demand.


 


10.          CALCULATIONS, ACCOUNTS AND CERTIFICATES


 


The Lender shall maintain accounts evidencing the amount
the Borrower owes it. Entries in those accounts shall be prima facie evidence
of the existence and amount of the Borrower’s obligations as recorded in them.


 


11.          REMEDIES, WAIVERS, AMENDMENTS AND
CONSENTS


 


11.1         Any amendment to this
agreement shall be in writing and signed by, or on behalf of, each party.


 


11.2         Any waiver of any right
or consent given under this agreement is only effective if it is in writing and
signed by the waiving or consenting party. It shall apply only in the
circumstances for which it is given and shall not prevent the party giving it
from subsequently relying on the relevant provision.


 


11.3         No delay or failure to
exercise any right under this agreement shall operate as a waiver of that
right.


 


11.4         No single or partial
exercise of any right under this agreement shall prevent any further exercise
of that right (or any other right under this agreement).


 


11.5         Rights and remedies under
this agreement are cumulative and do not exclude any other rights or remedies
provided by law or otherwise.


 


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12.          SEVERANCE


 


12.1         The invalidity,
unenforceability or illegality of any provision (or part of a provision) of
this agreement under the laws of any jurisdiction shall not affect the
validity, enforceability or legality of the other provisions.


 


12.2         If any invalid,
unenforceable or illegal provision would be valid, enforceable and legal if
some part of it were deleted, the provision shall apply with whatever
modification as is necessary to give effect to the commercial intention of the
parties.


 


13.          COUNTERPARTS


 


This agreement may be executed and delivered in any
number of counterparts, each of which is an original and which, together, have
the same effect as if each party had signed the same document.


 


14.          THIRD PARTY RIGHTS


 


A person who is not a party to this agreement cannot
enforce, or enjoy the benefit of, any term of this agreement under the
Contracts (Rights of Third Parties) Act 1999.


 


15.          NOTICES


 


15.1         Each notice, request,
demand or other communication under this agreement shall be:


 


(a)        in
writing, delivered personally or sent by pre-paid first-class letter or fax
(confirmed by letter); and


 


(b)        sent:


 


(i)         to the
Lender at: 66 Hammersmith Road, London, W14 8UD


 


Fax: 
02076057951


 


Attention: Tim Paterson-Brown


 


(ii)        to the
Borrower at: 1 The Bulrushes Woodstock Way Boldon Business Park Boldon Colliery
Tyne & Wear NE35 9PF


 


Attention: Dennis Reed


 


or to any other addresses or fax numbers that are
notified by one party to the other.


 


15.2         Any notice or other
communication given by the Lender shall be deemed to have been received:


 


(a)        if sent
by fax, with a confirmation of transmission, on the day on which it is
transmitted;


 


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(b)        if given by
hand, on the day of actual delivery; and


 


(c)        if
posted, on the second Business Day following the day on which it was despatched
by pre-paid first-class post.


 


15.3         A notice given as
described in clause 15.2(a) or clause 15.2(b) on a day which is not a
Business Day (or after normal business hours in the place of receipt) shall be
deemed to have been received on the next Business Day.


 


15.4         Any notice or other
communication given to the Lender shall be deemed to have been given only on
actual receipt by the Lender.


 


16.          GOVERNING LAW AND JURISDICTION


 


16.1         This agreement and any
dispute or claim arising out of or in connection with it or its subject matter
or formation (including non-contractual disputes or claims) shall be governed
by, and construed in accordance with, the law of England and Wales.


 


16.2         The parties to this
agreement irrevocably agree that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim that arises out of or in
connection with this agreement or its subject matter or formation (including
non-contractual disputes or claims).


 


This
agreement has been entered into on the date stated at the beginning of it.


 


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Schedule 1    Conditions
precedent


 


1.             OTHER DOCUMENTS


 


Delivery of the following documents and evidence:


 


(c)        the
Debenture in the agreed form, duly executed by the Borrower;


 


(d)        certified
copies of deeds of release for all outstanding security interests (other than
Existing Security) granted by the Borrower; and


 


(e)        certified
copies of any powers of attorney under which any party (other than the Lender)
may execute the Transaction Documents.


 


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Schedule 2    Form of
Drawdown Request


 


	
  To:

  	
   

  	
  The
  Lender

  
	
  Attention:

  	
   

  	
  [NAME]

  
	
  Date:

  	
   

  	
  [DATE]

  



 


[NAME OF BORROWER]


 


£[AMOUNT] Facility Agreement
[DATE] between [Parties]


 


This is a Drawdown Request made under the
facility agreement referred to above. Words and expressions defined in that
agreement have the same meanings in this Drawdown Request.


 


[We enclose with this Drawdown Request a
Business Plan and the Accounts for your consideration and approval].


 


We give you notice that we wish to draw
down the following Advance on [DATE]:


 


	
  Amount:

  	
   

  	
  £[AMOUNT]

  
	
  Drawdown
  Date:

  	
   

  	
  [DATE]

  



 


The Advance is to be made available by
credit to [ACCOUNT DETAILS].


 


We confirm that, on today’s date and the
proposed Drawdown Date:


 


1.                                      The Warranties are true and correct, and will be true and correct
immediately after the proposed Drawing.


 


2.                                      No Event of Default or Potential Event of Default has occurred. The
drawing will not result in an Event of Default or Potential Event of Default.


 


	
   

  	
   

  
	
   For and on behalf of

  	
   

  
	
  [NAME
  OF BORROWER]

  	
   

  



 


9

















 


Schedule 3    Representations
and warranties


 


2.                                      LITIGATION


 


No litigation, arbitration or administrative
proceedings are taking place, pending or, to the Borrower’s knowledge,
threatened against it, any of its directors or any of its assets, which, if
adversely determined, might reasonably be expected to have a Material Adverse
Effect.


 


3.                                      EVENT OF DEFAULT


 


No Event of Default has occurred, is continuing or
will occur when an Advance is made.


 


4.                                      MATERIAL ADVERSE CHANGE


 


There has been no material adverse change in the
business or financial condition of the Borrower since the date of this
agreement.


 


5.                                       PARI PASSU


 


The Borrower’s payment obligations under this
agreement rank at least pari passu with all existing and future unsecured and
unsubordinated obligations (including contingent obligations) except for those
mandatorily preferred by law applying to companies generally.


 


6.                                      THE DEBENTURE


 


The Debenture, subject to any matter of law
specifically disclosed in an opinion delivered under paragraph 1(a) of
Schedule 1, creates (or, once entered into, will create):


 


(a)                        valid, legally binding and enforceable Security for the obligations
expressed to be secured by it; and


 


(b)                       subject to registration pursuant to section 395 of the Companies Act
1985 and, in the case of real property, registration at the Land Registry,
perfected Security over the assets referred to in the Debenture,


 


in favour of the Lender, having the priority and
ranking expressed to be created by the Debenture and ranking ahead of all (if
any) Security and rights of third parties, except those preferred by law.


 


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Schedule 4    Covenants on
the part of the Borrower


 


1.                                      INFORMATION COVENANTS


 


1.1                                 The Borrower
shall supply to the Lender, in addition to accounts and management information,
any other information relating to the Borrower it may require. In particular it
shall:


 


(a)                        keep the Lender fully and promptly informed as
to all material developments regarding the Borrower’s financial and business
affairs,


 


(b)                       promptly notify the Lender of any significant
litigation or arbitration affecting or likely to affect the Borrower, and of
any bona fide offer to purchase or subscribe for any share capital of the
Borrower, and


 


(c)                        immediately notify the Lender in writing if the
Borrower and the Directors become aware of any material litigation, arbitration
or administrative proceedings current, pending or threatened by or against the
Borrower or the Directors which might have a material adverse affect on the
Borrower or the reputation of the Directors.


 


1.2                                 If the Borrower fails to
keep accounts or supply information as required by this agreement, the Lender
may appoint any accountants, auditors and other professionals it thinks fit in order to prepare the required
information, accounts or documents, and the Borrower must pay the cost of doing
so on demand.


 


1.3                                 The
Directors and the Borrower shall provide annual audited reports and accounts
for the Borrower to the Lender within 3 months after each financial year end.


 


1.4                                 Not
later than one month before the start of each of the Borrower’s financial
years, the Borrower must at its own cost prepare and send to the board and to
the Lender an annual budget and business plan for the Borrower for that
financial year, in a form acceptable to Lender.


 


1.5                                 In addition to accounts and management information, the Borrower must
supply to the Lender any other information relating to the Borrower it may
require. In particular it must:


 


(a)                        keep the Lender fully and promptly informed as
to all material developments regarding the Borrower’s financial and business
affairs,


 


(b)                       promptly notify the Lender of any significant
litigation or arbitration affecting or likely to affect the Borrower, and of
any bona fide offer to purchase or subscribe for any share capital of the
Borrower, and


 


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(c)                        immediately notify the Lender in writing if the
Borrower and the Directors become aware of any material litigation, arbitration
or administrative proceedings current, pending or threatened by or against the
Borrower or the Directors which might have a material adverse affect on the
Borrower or the reputation of the Directors.


 


2.                                      NEGATIVE PLEDGE


 


2.1                                 For the duration of the Facility the Borrower shall not without written
consent of the Lender:


 


(a)                        create, issue or
allow to come into being any guarantee, indemnity, debenture, stock, charge,
lien or other encumbrance, on all or part of its undertaking, property or other
assets, its uncalled capital or revenue, except for liens arising by operation
of law or in the ordinary course of business, or


 


(b)                       borrow any money,
obtain any advance or credit in any form, other than normal trade credit, or
enter into any hire purchase, credit sale, conditional sale or deferred payment
agreements as purchaser, or any leasing agreements as lessee, except with the
prior written consent of the Lender; or


 


(c)                        change the terms of
employment or remuneration of any Director; or


 


(d)                       make payments to the Directors by way of loan, divided or bonus; or


 


(e)                        create, or permit to subsist, any Security over any of its assets;
or


 


(f)                          sell, transfer or otherwise dispose of any of its receivables or
assets on recourse terms; or


 


(g)                       enter into any arrangement under which money or the benefit of a
bank or other account may be applied, set-off or made subject to a combination
of accounts; or


 


enter into any other preferential arrangement having a
similar effect, in circumstances where the arrangement or transaction is
entered into primarily as a method of raising Indebtedness or financing the
acquisition of an asset


 


2.2                                 Paragraph 2.1shall not
apply to:


 


(a)                        any Existing Security, except to the extent that the principal
amount secured by that Existing Security exceeds the amount stated in the
definition of Existing Security; or


 


(b)                       any netting or set-off arrangement entered into in the ordinary
course of the Borrower’s banking arrangements for the purpose of netting debit
and credit balances; or


 


(c)                        any payment or close out netting or set-off arrangement under any
hedging transaction entered into for the purpose of:


 


12

















 


(i)                           hedging any risk to which the Borrower is exposed in its ordinary
course of trading; or


 


(ii)                        the Borrower’s interest rate or currency management operations which
are carried out in the ordinary course of business and for non-speculative
purposes only,


 


excluding, in each case, any Security under
a credit support arrangement in relation to a hedging transaction; or


 


(d)                       any lien arising by operation of law and in the ordinary course of
trading; or


 


(e)                        any Security over or affecting any asset acquired by the Borrower
after the date of this agreement if:


 


(i)                           the Security was not created in contemplation of the acquisition of
that asset by the Borrower;


 


(ii)                        the principal amount secured has not been increased in contemplation
of or since the acquisition of that asset by the Borrower; and


 


(iii)                     the Security is removed or discharged within one month of the date
of acquisition of the asset; or


 


(f)                          any Security entered into under any Transaction Document; or


 


(g)                       any Security arising under any retention of title, hire purchase or
conditional sale arrangement or arrangements having similar effect in respect
of goods supplied to the Borrower in the ordinary course of trading and on the
supplier’s standard or usual terms and not arising as a result of any default
or omission by the Borrower; or


 


(h)                       any Security securing Indebtedness, the principal amount of which
(when aggregated with the principal amount of any other Indebtedness which has
the benefit of Security other than any permitted under paragraphs (a)- (g) above)
does not exceed £10,000 (or its equivalent in another currency or currencies).


 


3.                                      EVENT OF DEFAULT


 


The Borrower shall notify the Lender of any Potential
Event of Default or Event of Default (and the steps, if any, being taken to
remedy it) promptly on becoming aware of its occurrence.


 


4.                                      RANKING OF OBLIGATIONS


 


The Borrower’s payment obligations under the
Transaction Documents rank and will at all times rank:


 


(a)                        to the extent that they are secured, in all respects in priority to
all its other Indebtedness, other than Indebtedness either preferred by operation
of law in the event of its winding up or benefiting from Existing Security; and


 


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(b)                       to the extent that they are not so secured, at least equally and
rateably in all respects with all its other unsecured and unsubordinated
Indebtedness, other than Indebtedness preferred by operation of law in the
event of its winding-up.


 


5.                                      COMPLIANCE WITH LAW


 


The Borrower shall comply, in all respects, with all
relevant laws to which it may be subject if failure to do so would materially
impair its ability to perform its obligations under the Transaction Documents.


 


6.                                      MERGER


 


The Borrower shall not enter into any amalgamation,
demerger, merger or corporate reconstruction.


 


7.                                      CHANGE OF BUSINESS


 


No substantial change shall be made to the general
nature of the business of the Borrower as carried on at the date of this
agreement.


 


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Schedule 5    Events of
default


 


1.                                      NON-PAYMENT


 


The Borrower fails to pay any sum payable under this
agreement when due, unless its failure to pay is caused solely by an
administrative error or technical problem and payment is made within three
Business Days of its due date.


 


2.                                      NON-COMPLIANCE


 


The Borrower fails (other than a failure to pay) to
comply with any provision of the Transaction Documents and (if the Lender
considers, acting reasonably, that the default is capable of remedy) such
default is not remedied within 14 days of the earlier of:


 


(a)                        the Lender notifying the Borrower of the default and the remedy
required; and


 


(b)                       the Borrower becoming aware of the default


 


3.                                      CROSS-DEFAULT


 


3.1                                 Subject to paragraph 4.2:


 


(a)                        any Indebtedness of the Borrower is not paid when due or within any
originally applicable grace period; or


 


(b)                       any Indebtedness of the Borrower becomes due, or capable of being
declared due and payable prior to its stated maturity by reason of an event of
default however described; or


 


(c)                        any commitment for any Indebtedness of the Borrower is cancelled or
suspended by a creditor of the Borrower as a result of an event of default
however described.


 


3.2                                 An event or circumstance
referred to in paragraph 4.1 shall not constitute an Event of Default if the
aggregate amount of the Indebtedness affected is less than £25,000.


 


4.                                      INSOLVENCY


 


4.1                                 The Borrower stops or
suspends payment of any of its debts, or is unable to, or admits its inability
to pay its debts as they fall due.


 


4.2                                 The Borrower commences
negotiations, or enters into any composition or arrangement, with one or more
of its creditors with a view to rescheduling any of its Indebtedness (because
of actual or anticipated financial difficulties).


 


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4.3                                 A moratorium is declared
over any of the Borrower’s Indebtedness.


 


4.4                                 Any action, proceedings,
procedure or step is taken for:


 


(a)                        the suspension of payments, winding up, dissolution, administration
or reorganisation (using a voluntary arrangement, scheme of arrangement or
otherwise) of the Borrower; or


 


(b)                       the appointment of a liquidator, receiver, administrative receiver,
administrator, compulsory manager or other similar officer in respect of the
Borrower or any of its assets.


 


4.5                                 The value of the Borrower’s
assets is less than its liabilities (taking into account contingent and
prospective liabilities).


 


4.6                                 Any event occurs in
relation to the Borrower similar to those set out in this paragraph 4.


 


4.7                                 An event or circumstance
referred to in paragraphs 5.1 -5.6 
inclusive shall not apply to any winding-up petition which is frivolous
or vexatious and is discharged, stayed or dismissed within 14 days of
commencement or, if earlier, the date on which it is advertised.


 


5.                                      DISTRESS


 


A distress, attachment, execution, expropriation,
sequestration or other legal process is levied, enforced or sued out on, or
against, the Borrower’s assets having an aggregate value of £25,000 and is not
discharged or stayed within 21 days.


 


6.                                      ENFORCEMENT OF SECURITY


 


6.1                                 Any Security in respect
of Indebtedness exceeding £25,000 on or over the assets of the Borrower becomes
enforceable and is not discharged within 30 days of enforcement commencing


 


7.                                      ILLEGALITY


 


All or any part of this agreement becomes invalid,
unlawful, unenforceable, terminated, disputed or ceases to have full force and effect.


 


8.                                      REPUDIATION


 


The Borrower repudiates (or shows an intention to
repudiate) this agreement.


 


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9.             MATERIAL ADVERSE CHANGE


 


Where any event occurs (or circumstances exist) which,
in the reasonable opinion of the Lender, is likely to materially and adversely
affect the Borrower’s ability to perform all or any of its obligations under,
or otherwise comply with the terms of, this agreement.


 


 


	
  Signed
  by Tim Paterson-Brown

  	
   

  
	
  for
  and on behalf of MGT Capital

  	
   

  
	
  Investments
  Limited

  	
  /s/
  Tim Paterson-Brown

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed
  by Dennis Reed

  	
   

  
	
  for
  and on behalf of MONEYGATE

  	
   

  
	
  GROUP
  LIMITED

  	
  /s/
  Dennis Reed

  
	
   

  	
  Director

  



 


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