EXCHANGE
AGREEMENT


 


THIS
EXCHANGE AGREEMENT (the “Agreement”), dated as of October 28, 2016, is made by and between MGT Capital Investments,
Inc., a Delaware corporation (“Company”), and the holder of the Note (as defined herein) signatory hereto (the “Holder”).


 


WHEREAS,
pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of August 1, 2016, by
and between the Company and the Holder, whereby, among other things, the Holder purchased from the Company a promissory note in
the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Note”); and


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) of the Securities Act of 1933,
as amended (the “Securities Act”), the Company desires to exchange with the Holder, and the Holder desires to exchange
with the Company, the Note for a new note, which is convertible into shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”).


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and Holder agree as follows:


 


1.
Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Note and will relinquish any and
all other rights he may have under the Note in exchange for a new note, in the form attached hereto as Exhibit A (the “New
Note”, and the shares of Common Stock into which the New Note is convertible, the “Conversion Shares”, and together
with the New Note, the “Securities”).


 


2.
Closing. Upon satisfaction of the conditions set forth herein, a closing shall occur at the principal offices of the Company,
or such other location as the parties shall mutually agree. At closing, Holder shall deliver certificates representing the Note
to the Company and the Company shall deliver to the Holder a certificate evidencing the New Note.


 


3.
Further Assurances


 


Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


4.
Representations and Warranties of the Holder. The Holder represents and warrants as of the date hereof and as of the closing
to the Company as follows:


 


a.
Authorization; Enforcement. The Holder has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement by the Holder and the consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action on the part of the Holder and no further action is required by the Holder. This Agreement
has been (or upon delivery will have been) duly executed by the Holder and, when delivered in accordance with the terms hereof,
will constitute the valid and binding obligation of the Holder enforceable against the Holder in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.


 




    	 	 	 



     

    


 


b.
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences
of this investment and the transactions contemplated by this Agreement. With respect to such matters, the Holder relies solely
on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder
understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment
or the transactions contemplated by this Agreement.


 


c.
Information Regarding Holder. Holder is an “accredited investor”, as such term is defined in Rule 501 of Regulation
D promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act,
is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities
of companies in private placements in the past and, with its representatives, has such knowledge and experience in financial,
tax and other business matters as to enable the Holder to utilize the information made available by the Company to evaluate the
merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative
investment. Holder has the authority and is duly and legally qualified to purchase and own the Securities. Holder is able to bear
the risk of such investment for an indefinite period and to afford a complete loss thereof.


 


d.
Legend. The Holder understands that the Securities have been issued (or will be issued in the case of the Conversion Shares)
pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws, and
except as set forth below, the Securities shall bear any legend as required by the “blue sky” laws of any state and
a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock
certificates):


 


[NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 




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e.
Removal of Legends. Certificates evidencing Conversion Shares shall not be required to contain the legend set forth in
Section 4(d) above or any other legend (i) while a registration statement covering the resale of such Conversion Shares is effective
under the Securities Act, (ii) following any sale of such Conversion Shares pursuant to Rule 144 (as defined herein) (assuming
the transferor is not an affiliate of the Company), (iii) if such Conversion Shares are eligible to be sold, assigned or transferred
under Rule 144 and the Subscriber is not an affiliate of the Company (provided that the Holder provides the Company with reasonable
assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion
of the Holder’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided
that the Holder provides the Company with an opinion of counsel to the Holder, in a generally acceptable form, to the effect that
such sale, assignment or transfer of the Conversion Shares may be made without registration under the applicable requirements
of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without
limitation, controlling judicial interpretations and pronouncements issued by the Commission). If a legend is not required pursuant
to the foregoing, the Company shall no later than three (3) business days following the delivery by the Holder to the Company
or the transfer agent (with notice to the Company) of a legended certificate representing such Conversion Shares (endorsed or
with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if
applicable), together with any other deliveries from the Holder as may be required above in this Section 4(e), as directed by
the Holder, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities
Transfer Program and such Securities are Conversion Shares, credit the aggregate number of shares of Common Stock to which the
Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer
Program, issue and deliver (via reputable overnight courier) to the Holder, a certificate representing such Conversion Shares
that is free from all restrictive and other legends, registered in the name of the Holder or its designee. The Company shall be
responsible for any transfer agent fees or DTC fees with respect to any issuance of Conversion Shares or the removal of any legends
with respect to any Conversion Shares in accordance herewith, including, but not limited to, fees for the opinions of counsel
rendered to the transfer agent in connection with the removal of any legends.


 


f.
Restricted Securities. The Holder understands that: (i) the Conversion Shares have not been and are not being registered
under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A)
subsequently registered thereunder, (B) the Holder shall have delivered to the Company (if requested by the Company) an opinion
of counsel to the Holder, in a form reasonably acceptable to the Company, to the effect that such Conversion Shares to be sold,
assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Holder
provides the Company with reasonable assurance that such Conversion Shares can be sold, assigned or transferred pursuant to Rule
144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii)
any sale of the Conversion Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and
further, if Rule 144 is not applicable, any resale of the Conversion Shares under circumstances in which the seller (or the Person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder;
and (iii) neither the Company nor any other Person is under any obligation to register the Conversion Shares under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.


 


5.
Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to
the Holder:


 




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a.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other agreements entered into by the parties hereto in connection
with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”) and otherwise to carry
out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the
Company and no further action is required by the Company, the Board of Directors of the Company or the Company’s stockholders
in connection therewith, including, without limitation, the issuance of the New Note and the reservation for issuance and issuance
of Conversion Shares issuable upon conversion of the New Note have been duly authorized by the Company’s Board of Directors
and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This
Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its
terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


b.
Organization and Qualification. Each of the Company and its subsidiaries (the “Subsidiaries”) are entities
duly organized and validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have
the requisite power and authorization to own their properties and to carry on their business as now being conducted and as presently
proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business
and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it
makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not
have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect
on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or
in any of the other Exchange Documents or (iii) the authority or ability of the Company to perform any of its obligations under
any of the Exchange Documents. Other than its Subsidiaries, there is no Person (as defined below) in which the Company, directly
or indirectly, owns capital stock or holds an equity or similar interest. “Person” means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and
any governmental entity or any department or agency thereof.


 


c.
No Conflict. The execution, delivery and performance of the Exchange Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the New Note and reservation
for issuance and issuance of the Conversion Shares) will not (i) result in a violation of the Certificate of Incorporation (as
defined below) or other organizational documents of the Company or any of its Subsidiaries, any capital stock of the Company or
any of its Subsidiaries or Bylaws (as defined below) of the Company or any of its Subsidiaries, (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any
of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
foreign, federal and state securities laws and regulations and the rules and regulations of [         ]
(the “Principal Market”) applicable to the Company or any of its Subsidiaries or by which any property or asset of
the Company or any of its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such
violations that could not reasonably be expected to have a Material Adverse Effect.


 




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d.
No Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of,
or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other
Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Exchange
Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations
which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date of this Agreement, and neither the Company nor any of its Subsidiaries is aware of any facts or circumstances
which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or
filings contemplated by the Exchange Documents. The Company is not in violation of the requirements of the Principal Market and
has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the
foreseeable future. The Company has obtained all necessary consents and approvals from the Principal Market, including, if required,
a Listing of Additional Shares application covering the listing of the Conversion Shares with the Principal Market.


 


e.
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein,
the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act. The offer and issuance
of the Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
The Company covenants and represents to the Holder that neither the Company nor any of its Subsidiaries has received, anticipates
receiving, has any agreement to receive or has been given any promise to receive any consideration from the Holder or any other
Person in connection with the transactions contemplated by the Exchange Documents.


 


f.
Issuance of Securities. The issuance of the New Note is duly authorized and upon issuance in accordance with the terms
of the Exchange Documents shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other
encumbrances with respect to the issue thereof. Upon issuance or conversion in accordance with the terms of the New Note, the
Conversion Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights,
taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Stock.


 


g.
Transfer Taxes. As of the date of this Agreement, all share transfer or other taxes (other than income or similar taxes)
which are required to be paid in connection with the issuance of the New Note to be exchanged with the Holder hereunder will be,
or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied
with.


 




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h.
Equity Capitalization. Except as disclosed in the SEC Documents (as defined below): (i) none of the Company’s or
any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company or any Subsidiary; (ii) there are no outstanding options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or
exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any
of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its
Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements,
documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its
Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection
with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of their securities under the Securities Act; (vi) there are no outstanding
securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there
are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company nor any
Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement;
and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the in
the Company’s filings with the Commission (the “SEC Documents”) which are not so disclosed in the SEC Documents,
other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which,
individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Holder
true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date
hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date
hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares
of Common Stock and the material rights of the holders thereof in respect thereto that have not been disclosed in the SEC Documents.


 


(i)
Shell Company Status. The Company is not and has never been an issuer identified in Rule 144(i)(1) of the Securities Act.
The Company is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section
15(d) of the Exchange Act.


 


6.
Additional Acknowledgments. The Holder and the Company confirm that the Company has not received any consideration for
the transactions contemplated by this Agreement. Pursuant to Rule 144 promulgated by the Commission pursuant to the Securities
Act and the rules and regulations promulgated thereunder as such Rule 144 may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Commission having substantially the same effect as such Rule 144, the holding period of
the New Note (including the Conversion Shares upon conversion of the New Note) tacks back to August 1, 2016, the issue date of
the Note. The Company agrees not to take a position contrary to this paragraph.


 


7.
Miscellaneous.


 


a.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns.


 


b.
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of
the State of New York without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the State of New York located in The City of New York, Borough of Manhattan
for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby
or thereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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c.
Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of any provision of this Agreement in any other jurisdiction.


 


d.
Counterparts/Execution. This Agreement may be executed in two or more identical counterparts, all of which shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains an electronic file
of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or electronic file signature page (as the
case may be) were an original thereof.


 


e.
Notices. Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently
given if hand-delivered or sent (i) postage prepaid by registered mail, return receipt requested, or (ii) by facsimile, to the
respective parties as set forth below, or to such other address as either party may notify the other in writing.


 


	 	If
    to the Company, to:	MGT
    Capital Investments, Inc.
	 	 	500
    Mamaroneck Avenue, Suite 320
	 	 	Harrison,
    NY 10528
	 	 	Attention:
    Chief Executive Officer


 


If
to Holder, to the address set forth on the signature page of the Holder


 


f.
Expenses. The parties hereto shall pay their own costs and expenses in connection herewith.


 


g.
Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with regard to the subject
matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties.
This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by all parties, or, in the case of a waiver, by the party waiving compliance. Except
as expressly stated herein, no delay on the part of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude any other
or future exercise of any other right, power or privilege hereunder.


 


h.
Headings. The headings used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


i.
Reporting Status. For the period beginning on the date hereof and ending on the earlier of (i) six (6) months from the
date hereof and (ii) the date the New Note is no longer outstanding, the Company shall timely file all reports required to be
filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
Company shall continue to timely file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder
would otherwise no longer require or permit such filings.


 




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j.
Listing. The Company shall use reasonable best efforts to promptly secure the listing or designation for quotation (as
the case may be) of all of the Conversion Shares upon the Principal Market or any other national securities exchange or automated
quotation system, upon which the Common Stock is then listed or designated for quotation (as the case may be) (subject to official
notice of issuance) (but in no event later than the date of this Agreement) and shall use reasonable best efforts to maintain
such listing or designation for quotation (as the case may be) of all Conversion Shares from time to time issuable under the terms
of this Agreement on such national securities exchange or automated quotation system. The Company shall maintain the Common Stock’s
listing or authorization for quotation (as the case may be) on the Principal Market, The New York Stock Exchange, the NYSE MKT,
the Nasdaq Global Market, the Nasdaq Global Select Market, the OTCQB or the OTCQX or any successor thereto (each, an “Eligible
Market”). Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result
in the delisting or suspension of the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 7(l).


 


k.
Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by the Holder in connection
with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities
shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and if the Holder effects a pledge of Securities
it shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant
to this Agreement. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably
request in connection with a pledge of the Securities to such pledgee by the Holder.


 


(Signature
Pages Follow)


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.


 


	MGT CAPITAL INVESTMENTS, INC.	 
	 	 	 
	By:	                   	
	Name:	 	 
	Title:	 	 
	 	 	 
	HOLDER:
    	 
	 	 	 
	By:
    	 	 


 





	Address for Notices:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Address for delivery of Securities:	 
	 	 
	 	 
	 	 
	 	 




 




    	 	 	 



     

    


 


EXHIBIT
A


 


Form
of New Note (see attached)