PURCHASE
AGREEMENT


 


This
PURCHASE AGREEMENT (this “Agreement”), dated as of April 15, 2019, is entered into by and between MGT
CAPITAL INVESTMENTS, INC., a Delaware corporation (the “Company”), and [  ], an individual residing
in [  ] (the “Investor”).


 


WHEREAS:


 


Subject
to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to
buy from the Company, [  ] shares (the “Purchase Shares”) of the Company’s Series C Convertible
Preferred Stock, $0.001 par value per share (the “Preferred Stock”), which are convertible into shares of the
Company’s Common Stock, $0.001 par value per share (the “Common Stock”), for a total purchase price of
$[  ] (the “Purchase Price”).


 


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 the Investor hereby agree as follows:


 


1.
CERTAIN DEFINITIONS. 


 


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


 


(a)
“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


(b)
“Base Prospectus” means the Company’s final base prospectus, a preliminary form of which is included
in the Registration Statement, including the documents incorporated by reference therein.


 


(c)
“Business Day” means any day on which the Principal Market is open for trading, including any day on which
the Principal Market is open for trading for a period of time less than the customary time.


 


(d)
“Confidential Information” means any information disclosed by either party to the other party, either directly
or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes,
samples, plant and equipment), which is designated as “Confidential,” “Proprietary” or some similar designation.
Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being
Confidential Information within ten (10) Business Days after the initial disclosure. Confidential Information may also include
information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information
which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing
party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party
through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party without confidential
restriction at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately
prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s
obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing
party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession;
or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party
prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information
from public disclosure.


 




    	 	 	 



    	 



    





 


(e)
“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(f)
“DTC” means The Depository Trust Company, or any successor performing substantially the same function for the
Company.


 


(g)
“DWAC Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and
transferable and without restriction on resale and (iii) timely credited by the Company to the Investor or its designee’s
specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program
or any similar program hereafter adopted by DTC performing substantially the same function.


 


(h)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


(i)
“Initial Prospectus Supplement” means the prospectus supplement of the Company relating to the Purchase Shares,
including the accompanying Base Prospectus, to be prepared and filed by the Company with the SEC pursuant to Rule 424(b)(5) under
the Securities Act and in accordance with Section 5(a) hereof, together with all documents and information incorporated therein
by reference.


 


(j)
“Material Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document,
(ii) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole,
other than any material adverse effect that resulted primarily from (A) any change in the United States or foreign economies or
securities or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken
as a whole, (B) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not
have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with
earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any
such hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken
by the Investor, its affiliates or its successors and assigns with respect to the transactions contemplated by this Agreement,
(E) the effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on the Company
and its Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation
of the transactions contemplated by this Agreement, or (iii) the Company’s ability to perform in any material respect on
a timely basis its obligations under any Transaction Document to be performed as of the date of determination.


 


(k)
“Person” means an individual or entity including but not limited to any limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.


 


(l)
“Principal Market” means the OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor
thereto); provided, however, that in the event the Company’s Common Stock is ever listed or traded on The NASDAQ Capital
Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the New York Stock Exchange, the NYSE American, the NYSE Arca,
the OTC Bulletin Board, or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of
the foregoing), then the “Principal Market” shall mean such other market or exchange on which the Company’s
Common Stock is then listed or traded.


 




    	 	 	 



    	 



    





 


(m)
“Prospectus” means the Base Prospectus, as supplemented by any Prospectus Supplement (including the Initial
Prospectus Supplement), including the documents and information incorporated by reference therein.


 


(n)
“Prospectus Supplement” means any prospectus supplement to the Base Prospectus (including the Initial Prospectus
Supplement) filed with the SEC pursuant to Rule 424(b) under the Securities Act in connection with the transactions contemplated
by this Agreement, including the documents and information incorporated by reference therein.


 


(o)
“Registration Statement” means the effective registration statement on Form S-3 (Commission File No. 333-225589)
filed by the Company with the SEC pursuant to the Securities Act for the registration of shares of its Common Stock, including
all shares of Common Stock issuable upon conversion of the Purchase Shares (“Conversion Shares”), and certain
other securities, as such Registration Statement has been or may be amended and supplemented from time to time, including all
documents filed as part thereof or incorporated by reference therein, and including all information deemed to be a part thereof
at the time of effectiveness pursuant to Rule 430B of the Securities Act, including any comparable successor registration statement
filed by the Company with the SEC pursuant to the Securities Act for the registration of shares of its Common Stock, including
all Conversion Shares.


 


(p)
“SEC” means the U.S. Securities and Exchange Commission.


 


(q)
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(r)
“Subsidiary” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly,
owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21)
of Regulation S-K promulgated under the Securities Act.


 


(s)
“Transaction Documents” means, collectively, this Agreement, and the schedules and exhibits hereto and thereto,
and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in connection
with the transactions contemplated hereby and thereby.


 


(t)
“Transfer Agent” means VStock Transfer LLC, or such other Person who is then serving as the transfer agent
for the Company in respect of the Common Stock.


 


2.
PURCHASE OF PREFERRED STOCK. 


 


Subject
to the terms and conditions set forth in this Agreement, the Company desires to sell to the Investor, and the Investor desires
to purchase from the Company, the Purchase Shares as follows:


 


(a)
Purchase of Preferred Stock. Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Closing”
and the date of satisfaction of such conditions the “Closing Date”), the Investor shall purchase the Purchase
Shares from the Company, and the Company shall issue or cause to be issued and sold to the Investor, the Purchase Shares, for
the Purchase Price.


 




    	 	 	 



    	 



    





 


(b)
Payment of Purchase Price. The Investor shall pay the Purchase Price to the Company as full payment for all of the Purchase
Shares to be purchased by it hereunder by wire transfer of immediately available funds on the same Business Day that the Transfer
Agent enters a book entry credit in the Investor’s name for all of the Purchase Shares, if all of the Purchase Shares are
so received by the Investor before 1:00 p.m., Eastern time, or, if any of the Purchase Shares are received by the Investor after
1:00 p.m., Eastern time, the next Business Day. All payments made under this Agreement shall be made in lawful money of the United
States of America or wire transfer of immediately available funds to the account designated by the Company by written notice to
the Investor prior to the date of this Agreement.


 


3.
INVESTOR’S REPRESENTATIONS AND WARRANTIES.


 


The
Investor represents and warrants to the Company that as of the date hereof and as of the Closing Date:


 


(a)
Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3)
of Regulation D promulgated under the Securities Act.


 


(b)
Information. The Investor understands that its investment in the Purchase Shares involves a high degree of risk. The Investor
(i) is able to bear the economic risk of an investment in the Purchase Shares including a total loss thereof, (ii) has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment
in the Purchase Shares and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Company
concerning the financial condition and business of the Company and others matters related to an investment in the Purchase Shares.
Neither such inquiries nor any other due diligence investigations conducted by the Investor or its representatives shall modify,
amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in Section
4 below. The Investor has sought such accounting, legal and tax advice from its own independent advisors as it has considered
necessary to make an informed investment decision with respect to its acquisition of the Purchase Shares.


 


(c)
No Governmental Review. The Investor understands that no U.S. federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Purchase Shares or the fairness or suitability of an investment
in the Purchase Shares nor have such authorities passed upon or endorsed the merits of the offering of the Purchase Shares.


 


(d)
Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor
and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as
to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(e)
No Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement
has the Investor or any of its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly
or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of
the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.


 




    	 	 	 



    	 



    





 


4.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants to the Investor that, except as set forth in the disclosure schedules attached hereto, which exceptions
shall be deemed to be a part of the representations and warranties made hereunder, as of the date hereof and as of the Closing
Date:


 


(a)
Organization and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither
the Company nor any of its Subsidiaries is in violation or default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and its Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no
proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail
such power and authority or qualification. The Company has no Subsidiaries except as set forth on Exhibit 21.1 to the Company’s
Annual Report on Form 10-K filed with the Commission on April 2, 2018.


 


(b)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement and each of the other Transaction Documents, and to issue the Purchase Shares in
accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction
Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation,
the issuance of the Purchase Shares pursuant to this Agreement, have been duly authorized by the Company’s Board of Directors
and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement
has been and each of the other Transaction Document shall be on the Closing Date, duly executed and delivered by the Company and
(iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company on the Closing
Date, shall on the Closing Date constitute, the valid and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”)
to authorize this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. The Signing
Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered
to the Investor a true and correct copy of minutes of a meeting of the Board of Directors of the Company at which the Signing
Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed
by all of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals or consents
of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable
laws and the Company’s Articles of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement
or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchase Shares.


 


(c)
Capitalization. As of the date hereof, the authorized capital stock of the Company is set forth in the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. Except as disclosed in the SEC Documents (as defined below)
or Schedule 4(c), (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights
or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) 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, any shares of 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
shares of 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, any shares of capital stock of
the Company or any of its Subsidiaries, (iv) 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, (v) 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, (vi) there are no securities or instruments containing anti-dilution
or similar provisions that will be triggered by the issuance of the Purchase Shares as described in this Agreement and (vii) the
Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or
agreement. Unless disclosed in the SEC Documents, the Company has furnished to the Investor true and correct copies of the Company’s
articles of incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”),
and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summaries
of the material terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents
containing the material rights of the holders thereof in respect thereto that are not disclosed in the SEC Documents.


 




    	 	 	 



    	 



    





 


(d)
Issuance of Purchase Shares. A Certificate of Designation creating the Preferred Stock has been duly filed with the Delaware
Secretary of State and a sufficient number of shares of Common Stock to satisfy the conversion rights of the Purchased Shares
have been authorized and reserved for the benefit of the Investor. Upon issuance and payment therefor in accordance with the terms
and conditions of this Agreement, the Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof,
and will be issued in compliance with all federal and state securities laws, with the holders being entitled to all rights accorded
to a holder of shares of Common Stock. The Purchase Shares are being issued pursuant to the Registration Statement and the issuance
of the Purchase Shares has been registered by the Company pursuant to the Securities Act. Upon receipt of the Purchase Shares,
the Investor will have good and marketable title to such Purchase Shares and such Purchase Shares (or Conversion Shares issuable
upon conversion of the Purchase Shares) will be immediately freely tradable.


 


(e)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the creation and issuance of
the Purchase Shares) will not (i) result in a violation of the Articles of Incorporation, any Certificate of Designations, Preferences
and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (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 result in a violation of any law, rule, regulation, order, judgment or decree (including 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 conflicts,
defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which could not reasonably
be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiaries is in violation of any term of or
in default under its Articles of Incorporation, any Certificate of Designation, Preferences and Rights of any outstanding series
of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any
of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries,
except for possible conflicts, defaults, terminations or amendments that could not reasonably be expected to have a Material Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any
law, ordinance or regulation of any governmental entity, except for possible violations, the sanctions for which either individually
or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except as required under the Securities
Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to
obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any
regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated
by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement,
all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding
sentence shall be obtained or effected on or prior to the Closing Date. Except as disclosed in the SEC Documents, since one year
prior to the date hereof, the Company has not received nor delivered any notices or correspondence from or to the Principal Market,
other than notices with respect to listing of additional shares of Common Stock and other routine correspondence. Except as disclosed
in the SEC Documents, the Principal Market has not commenced any delisting proceedings against the Company.


 




    	 	 	 



    	 



    





 


(f)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective
dates and to the Company’s knowledge, the SEC Documents complied in all material respects with the requirements of the Securities
Act and the Exchange Act, as applicable. None of the SEC Documents, when filed, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the
SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC
with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case
of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as set forth in the SEC Documents, or otherwise
filed with the Commission and available on Edgar, the Company has received no written notices or written correspondence from the
SEC for the one year preceding the date hereof. To the Company’s knowledge, the SEC has not commenced any enforcement
proceedings against the Company.


 


(g)
Absence of Certain Changes. Except as disclosed in the SEC Documents, since December 31, 2018, there has been no material
adverse change in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries.
The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as
they become due.


 


(h)
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company, the Common Stock or any of the Company’s or its Subsidiaries’ officers
or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.


 




    	 	 	 



    	 



    





 


(i)
Acknowledgment Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is acting solely
in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and
any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the
transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Purchase Shares. The
Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been
based solely on the independent evaluation by the Company and its representatives and advisors.


 


(j)
No Integrated Offering. Neither the Company, nor or any of its affiliates, nor any Person acting on their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that
would cause this offering of the Purchase Shares to be integrated with prior offerings by the Company in a manner that would require
stockholder approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or
designated. The issuance and sale of the Purchase Shares hereunder does not contravene the rules and regulations of the Principal
Market.


 


(k)
Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material
trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as
now conducted. None of the Company’s material trademarks, trade names, service marks, service mark registrations, service
names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other
intellectual property rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate within
two years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement by the
Company or its Subsidiaries of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses,
service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development
of similar or identical trade secrets or technical information by others, and there is no claim, action or proceeding being made
or brought against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding trademark,
trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade
secret or other infringement, which could reasonably be expected to have a Material Adverse Effect.


 


(l)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal,
state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses
or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in
compliance with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing
clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.


 


(m)
Title. Except as set forth in the SEC Documents, the Company and its Subsidiaries have good and marketable title in fee
simple to all real property owned by them and good and marketable title in all personal property owned by them that is material
to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects (“Liens”)
and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made
and proposed to be made of such property by the Company and its Subsidiaries and Liens for the payment of federal, state or other
taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease
by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and
its Subsidiaries are in compliance with such exceptions as are not material and do not interfere with the use made and proposed
to be made of such property and buildings by the Company and its Subsidiaries.


 




    	 	 	 



    	 



    





 


(n)
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance
coverage sought or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial
or otherwise, or the earnings, business or operations of the Company and its Subsidiaries, taken as a whole.


 


(o)
Regulatory Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits issued
by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither
the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit.


 


(p)
Tax Status. The Company and each of its Subsidiaries has made or filed all federal and state income and all other material
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that
the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid
and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside
on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for any such claim.


 


(q)
Transactions With Affiliates. Except as set forth in the SEC Documents, none of the officers or directors of the Company
and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company
or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which
any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each
case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for
expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock
option plan of the Company.


 


(r)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement
Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation
or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions
contemplated by this Agreement, including, without limitation, the Company’s issuance of the Purchase Shares and the Investor’s
ownership of the Purchase Shares.


 




    	 	 	 



    	 



    





 


(s)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting
on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute
material, non-public information which is not otherwise disclosed in the Registration Statement or the SEC Documents. The Company
understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities
of the Company. All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business
and the transactions contemplated hereby, including the disclosure schedules to this Agreement, is true and correct and does not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company
during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Investor
neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those
specifically set forth in Section 3 hereof.


 


(t)
Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other Person acting on
behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other
unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government
officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose
fully any contribution made by the Company (or made by any Person acting on its behalf of which the Company is aware) which is
in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


(u)
Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities
Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on August 10, 2018. The
Registration Statement is effective pursuant to the Securities Act and available for the issuance of the Purchase Shares (and
all Conversion Shares) thereunder, and the Company has not received any written notice that the SEC has issued or intends to issue
a stop order or other similar order with respect to the Registration Statement or the Prospectus or that the SEC otherwise has
(i) suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any order preventing or suspending the
use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened
in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares
(and all Conversion Shares) under the terms of this Agreement. At the time the Registration Statement and any amendments thereto
became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the Securities
Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements
of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any Prospectus
Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date,
complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not
apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating
to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The SEC has not
notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities
Act. The Company hereby confirms that the issuance of the Purchase Shares (as well as Conversion Shares) to the Investor pursuant
to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The
Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities
Act. The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares
(and all Conversion Shares), and, until the Investor does not hold any of the Purchase Shares (or Conversion Shares), shall not
distribute any offering material in connection with the offering and sale of any of the Purchase Shares (or Conversion Shares),
to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus
Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless
it obtains the prior written consent of the Investor it will not make, an offer relating to the Purchase Shares (or any Conversion
Shares) that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company
shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus
consented to by the Investor, including in respect of timely filing with the SEC, legending and record keeping.


 




    	 	 	 



    	 



    


 


(v)
DTC Eligibility. The Company, through the Transfer Agent, participates in the DTC Fast Automated Securities Transfer (FAST)
Program to enable the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer
(FAST) Program.


 


(w)
Sarbanes-Oxley. The Company is in compliance in all material respects with all provisions of the Sarbanes-Oxley Act of
2002, as amended, which are applicable to it as of the date hereof.


 


(x)
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. The Investor shall not have any obligation with respect to any fees or with respect to any claims
made by or on behalf of other Persons for fees of a type contemplated in this Section 4(x) that may be due in connection with
the transactions contemplated by the Transaction Documents.


 


(y)
Investment Company. The Company is not required to be registered as, and immediately after receipt of payment for the Purchase
Shares will not be required to be registered as, an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.


 


(z)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating
terminating such registration. Except as disclosed in the SEC Documents, the Company has not, in the twelve (12) months preceding
the date hereof, received any notice from any Person to the effect that the Company is not in compliance with the listing or maintenance
requirements of the Principal Market. Except as disclosed in the SEC Documents, the Company is, and has no reason to believe that
it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 


(aa)
Accountants. The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such
accountants are an independent registered public accounting firm as required by the Securities Act.


 




    	 	 	 



    	 



    





 


(bb)
No Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Purchase Shares, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the Purchase Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company.


 


(cc)
Shell Company Status. The Company is not currently, and for at least the last 12 months has not been, an issuer identified
in Rule 144(i)(1) under the Securities Act.


 


5.
COVENANTS.


 


(a)
Filing of Current Report and Initial Prospectus Supplement. The Company agrees that it shall, within the time required
under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the
material terms and conditions of, the Transaction Documents (the “Current Report”). The Company further agrees
that it shall, within the time required under Rule 424(b) under the Securities Act, file with the SEC the Initial Prospectus Supplement
pursuant to Rule 424(b)(5) under the Securities Act, which Initial Prospectus Supplement shall specifically relate to the Purchase
Shares (and all Conversion Shares) and shall describe the material terms and conditions of the Transaction Documents, contain
information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B under the Securities
Act, and disclose all information relating to the Purchase Shares and the transactions contemplated by the Transaction Documents
required to be disclosed in the Registration Statement and the Prospectus as of the date of the Initial Prospectus Supplement,
including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution”
in the Prospectus. The Company shall permit the Investor to review and comment upon the final pre-filing draft versions of the
Current Report and the Initial Prospectus Supplement at least two (2) Business Days prior to their filing with the SEC and the
Company shall give reasonable consideration to all such comments. The Investor shall use its reasonable best efforts to comment
upon the final pre-filing draft versions of the Current Report and the Initial Prospectus Supplement within one (1) Business Day
from the date the Investor receives them from the Company. The Investor shall furnish to the Company such information regarding
itself, the Purchase Shares beneficially owned by it and the intended method of distribution thereof, including any arrangement
between the Investor and any other Person relating to the sale or distribution of the Purchase Shares, as shall be reasonably
requested by the Company in connection with the preparation and filing of the Current Report and the Initial Prospectus Supplement,
and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of the Current Report and the Initial Prospectus Supplement with the SEC.


 


(b)
Blue Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for
or to register or qualify (i) the issuance of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent
resale of all Purchase Shares (or Conversion Shares) by the Investor, in each case, under applicable securities or “Blue
Sky” laws of the states of the United States in such states as is reasonably requested by the Investor from time to time,
and shall provide evidence of any such action so taken to the Investor.


 




    	 	 	 



    	 



    





 


(c)
Listing/DTC. The Company shall promptly secure the listing of all Conversion Shares on the Principal Market (subject to
official notice of issuance) and upon each other national securities exchange or automated quotation system, if any, upon which
the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock
shall be so listed, such listing of all such Conversion Shares. The Company shall use commercially reasonable efforts to maintain
the listing of the Common Stock on the Principal Market and shall comply in all respects with the Company’s reporting, filing
and other obligations under the bylaws or rules and regulations of the Principal Market. Neither the Company nor any of its Subsidiaries
shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal
Market. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any
notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market;
provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably
believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in
any report or statement filed with the SEC and under the Exchange Act or the Securities Act. The Company shall pay all fees and
expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to
ensure that its Common Stock can be transferred electronically as DWAC Shares.


 


(d)
Prohibition of Short Sales and Hedging Transactions. During the term of this Agreement, the Investor will not directly
or through an affiliate engage in any open market Short Sales (as defined below) of the Common Stock; provided; however,
that unless and until the Company has affirmatively demonstrated by the use of specific evidence that the Investor is engaging
in open market Short Sales, the Investor shall be assumed to be in compliance with the provisions of this Section and the Company
shall remain fully obligated to fulfill all of its obligations under the Transaction Documents; and provided, further, that (i)
the Company shall under no circumstances be entitled to request or demand that the Investor either (A) provide trading or other
records of Investor or of any party or (B) affirmatively demonstrate that the Investor or any other party has not engaged in any
such Short Sales in breach of these provisions as a condition to the Company’s fulfillment of its obligations under any
of the Transaction Documents, (ii) the Company shall not assert the Investor’s or any other party’s failure to demonstrate
such absence of such Short Sales or provide any trading or other records of the Investor or any other party as all or part of
a defense to any breach of the Company’s obligations under any of the Transaction Documents, and (iii) the Company shall
have no setoff right with respect to any such Short Sales. As used herein, “Short Sale” has the meaning provided
in Rule 3b-3 under the 1934 Act.


 


(e)
Share Reserve. On the date hereof, the Company will reserve 10,000,000 shares of Common Stock from its authorized and unissued
Common Stock to provide for all issuances of Common Stock upon conversions of the Purchase Shares (the “Share Reserve”).
The Company further agrees to add additional shares of Common Stock to the Share Reserve in increments of 1,000,000 shares as
and when requested by the Investor if as of the date of any such request the number of shares being held in the Share Reserve
is less than three (3) times the number of shares of Common Stock obtained by dividing the number of outstanding Purchase Shares
as of the date of the request by the Market Price (as defined in the Certificate of Designation of the Company creating the Purchase
Shares). The Company shall further require its transfer agent to hold the shares of Common Stock reserved pursuant to the Share
Reserve exclusively for the benefit of the Investor and to issue such shares to the Investor promptly upon the Investor’s
delivery of a conversion notice.


 


(f)
Non-Public Information. Each party hereto agrees not to disclose any Confidential Information of the other party to any
third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of,
the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property
of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information
disclosed by the other party. The Company confirms that neither it nor any other Person acting on its behalf shall provide the
Investor or its agents or counsel with any information that constitutes or might constitute material, non-public information,
unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event
of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good
faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, if the
Investor is holding any Purchase Shares or Conversion Shares at the time of the disclosure of material, non-public information,
the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise,
of such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided
notice to the Company that it believes it has received information that constitutes material, non-public information, the Company
shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor,
the Company shall have failed to demonstrate to the Investor in writing within such time period that such information does not
constitute material, non-public information, and the Company shall have failed to publicly disclose such material, non-public
information within such time period. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any
of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and
confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities of the Company.


 




    	 	 	 



    	 



    





 


(g)
Reserved. 


 


(h)
Taxes. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance
and delivery of any shares of Common Stock to the Investor made under this Agreement.


 


(i)
Reserved.


 


(j)
Stop Orders. The Company shall advise the Investor promptly (but in no event later than 24 hours) and shall confirm such
advice in writing: (i) of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement to
the Registration Statement, the Prospectus, any Prospectus Supplement or for any additional information; (ii) of the Company’s
receipt of notice of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting
or suspending the use of the Prospectus or any Prospectus Supplement, or of the Company’s receipt of any notification of
the suspension of qualification of the Purchase Shares or Conversion Shares for offering or sale in any jurisdiction or the initiation
or contemplated initiation of any proceeding for such purpose; and (iii) of the Company becoming aware of the happening of any
event, which makes any statement of a material fact made in the Registration Statement, the Prospectus or any Prospectus Supplement
untrue or which requires the making of any additions to or changes to the statements then made in the Registration Statement,
the Prospectus or any Prospectus Supplement in order to state a material fact required by the Securities Act to be stated therein
or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in
light of the circumstances under which they were made) not misleading, or of the necessity to amend the Registration Statement
or supplement the Prospectus or any Prospectus Supplement to comply with the Securities Act or any other law. The Company shall
not be required to disclose to the Investor the substance or specific reasons of any of the events set forth in clauses (i) through
(iii) of the immediately preceding sentence, but rather, shall only be required to disclose that the event has occurred. If at
any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending
the use of the Prospectus or any Prospectus Supplement, the Company shall use its reasonable best efforts to obtain the withdrawal
of such order at the earliest possible time. The Company shall furnish to the Investor, without charge, a copy of any correspondence
from the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement or the Prospectus,
as the case may be.


 




    	 	 	 



    	 



    





 


(k)
Amendments to Registration Statement; Prospectus Supplements. Except as provided in this Agreement and other than periodic
and current reports required to be filed pursuant to the Exchange Act, the Company shall not file with the SEC any amendment to
the Registration Statement or any supplement to the Base Prospectus that refers to the Investor, the Purchase Shares, the Conversion
Shares, the Transaction Documents or the transactions contemplated thereby (including, without limitation, any Prospectus Supplement
filed in connection with the transactions contemplated by the Transaction Documents), in each case with respect to which (a) the
Investor shall not previously have been advised and afforded the opportunity to review and comment thereon at least two (2) Business
Days prior to filing with the SEC, as the case may be, (b) the Company shall not have given due consideration to any comments
thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object, unless the Company reasonably
has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with
the Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later
than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon
any disclosure referring to the Investor, the Transaction Documents or the transactions contemplated thereby, as applicable, and
the Company shall expeditiously furnish to the Investor a copy thereof. In addition, for so long as, in the reasonable opinion
of counsel for the Investor, a Prospectus is required to be delivered in connection with any acquisition or sale of Purchase Shares
or Conversion Shares by the Investor, the Company shall not file any Prospectus Supplement with respect to the Purchase Shares
or Conversion Shares without furnishing to the Investor as many copies of such Prospectus Supplement, together with the Prospectus,
as the Investor may reasonably request.


 


(l)
Prospectus Delivery. The Company consents to the use of the Prospectus (and of each Prospectus Supplement thereto) in accordance
with the provisions of the Securities Act and with the securities or “blue sky” laws of the jurisdictions in which
the Purchase Shares or Conversion Shares may be sold by the Investor, in connection with the offering and sale of the Purchase
Shares and for such period of time thereafter as a Prospectus is required by the Securities Act to be delivered in connection
with sales of the Purchase Shares and/or Conversion Shares. The Company will make available to the Investor upon request, and
thereafter from time to time will furnish to the Investor, as many copies of the Prospectus (and each Prospectus Supplement thereto)
as the Investor may reasonably request for the purposes contemplated by the Securities Act within the time during which the Prospectus
is required by the Securities Act to be delivered in connection with sales of the Purchase Shares and/or Conversion Shares. If
during such period of time any event shall occur that in the reasonable judgment of the Company and its counsel, or in the reasonable
judgment of the Investor and its counsel, is required to be set forth in the Registration Statement, the Prospectus or any Prospectus
Supplement or should be set forth therein in order to make the statements made therein (in the case of the Prospectus or any Prospectus
Supplement, in light of the circumstances under which they were made) not misleading, or if in the reasonable judgment of the
Company and its counsel, or in the reasonable judgment of the Investor and its counsel, it is otherwise necessary to amend the
Registration Statement or supplement the Prospectus or any Prospectus Supplement to comply with the Securities Act or any other
applicable law or regulation, the Company shall forthwith prepare and, subject to Section 5(k) above, file with the SEC an appropriate
amendment to the Registration Statement or an appropriate Prospectus Supplement and in each case shall expeditiously furnish to
the Investor, at the Company’s expense, such amendment to the Registration Statement or such Prospectus Supplement, as applicable,
as may be necessary to reflect any such change or to effect such compliance. The Company shall have no obligation to separately
advise the Investor of, or deliver copies to the Investor of, the SEC Documents, all of which the Investor shall be deemed to
have notice of.


 


(m)
Integration. From and after the date of this Agreement, neither the Company, nor any of its affiliates will, and the Company
shall use its reasonable best efforts to ensure that no Person acting on any of their behalf will, directly or indirectly, make
any offers or sales of any security or solicit any offers to buy any security, under circumstances that would cause this offering
of the Purchase Shares to be integrated with other offerings of securities by the Company in a manner that would require stockholder
approval pursuant to the rules and regulations of the Principal Market on which any of the securities of the Company are listed
or designated, unless stockholder approval is obtained before the closing of such subsequent transaction in accordance with the
rules of such Principal Market.


 




    	 	 	 



    	 



    





 


(n)
Use of Proceeds. The Company will use the net proceeds from the offering of the Purchase Shares as described in the Prospectus.


 


(o)
Other Transactions. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement
or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right
of the Company to perform its obligations under any of the Transaction Documents to which it is a party, including, without limitation,
the obligation of the Company to deliver the Purchase Shares to the Investor in accordance with the terms of this Agreement.


 


6.
TRANSFER AGENT INSTRUCTIONS.


 


On
the Closing Date, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions,
in the form heretofore furnished to the Company, to issue the Purchase Shares and the Conversion Shares in accordance with the
terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). All Purchase Shares to be issued to
or for the benefit of the Investor pursuant to this Agreement shall be issued in the form of a book entry credit in the Investor’s
name. The Company represents and warrants to the Investor that no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Purchase Shares or the Conversion
Shares, and the Purchase Shares and the Conversion Shares shall otherwise be freely transferable on the books and records of the
Company. Certificates and any other instruments evidencing the Purchase Shares shall not bear any restrictive or other legend.
If the Investor effects a sale, assignment or transfer of the Purchase Shares or any Conversion Shares, the Company shall permit
the transfer and shall promptly instruct the Transfer Agent (and any subsequent transfer agent) to issue DWAC Shares, if applicable,
in such name and in such denominations as specified by the Investor to effect such sale, transfer or assignment. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Investor. Accordingly, the Company acknowledges
that the remedy at law for a breach of its obligations under this Section 6 will be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Section 6, that the Investor shall be entitled, in addition to all
other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer,
without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause
its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent (and any
subsequent transfer agent) to the extent required or requested by the Transfer Agent (or any subsequent transfer agent). Any fees
(with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion shall be
borne by the Company.


 


7.
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE AND SELL THE PURCHASE SHARES.


 


The
obligation of the Company hereunder to issue and sell the Purchase Shares to the Investor on the Closing Date is subject to the
satisfaction or, where legally permissible, the waiver of each of the following conditions:


 


(a)
The Investor shall have executed this Agreement and delivered the same to the Company;


 


(b)
No stop order with respect to the Registration Statement shall be pending or threatened by the SEC; and


 


(c)
The representations and warranties of the Investor shall be true and correct in all material respects as of the date hereof and
as of the Closing Date as though made at that time.


 




    	 	 	 



    	 



    





 


8.
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE THE PURCHASE SHARES.


 


The
obligation of the Investor to purchase the Purchase Shares under this Agreement is subject to the satisfaction or, where legally
permissible, the waiver of each of the following conditions:


 


(a)
The Company shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Investor;


 


(b)
The Common Stock shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been within the
last 365 days suspended by the SEC;


 


(c)
The Company shall have created the Preferred Stock and reserved the Share Reserve;


 


(d)
The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that
any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, the portion
of such representations and warranties so qualified shall be true and correct without further qualification) as of the date hereof
and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied
with by the Company at or prior to the Closing Date.


 


(e)
The Board of Directors of the Company shall have adopted resolutions in substantially the form previously provided to the Investor,
which shall be in full force and effect without any amendment or supplement thereto as of the Closing Date;


 


(f)
The Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company and the Company’s
Transfer Agent;


 


(g)
The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company in
the State of Delaware issued by the Secretary of State of the State of Delaware as of a date within ten (10) Business Days of
the Closing Date.


 


(h)
RESERVED.


 


(i)
The Registration Statement shall be effective and no stop order with respect to the Registration Statement shall be pending or
threatened by the SEC. The Company shall have a maximum dollar amount certain of securities, including the Purchase Shares and
the Conversion Shares, registered under the Registration Statement which is sufficient to issue to the Investor not less than
all of the Purchase Shares to be purchased under the Purchase Agreement and all Conversion Shares issuable upon conversion of
the Purchase Shares. All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the SEC at or during the 12-month period immediately preceding the Closing Date pursuant to the
reporting requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods prescribed for
such filings under the Exchange Act, including any applicable extension periods contemplated by the Exchange Act;


 


(j)
The Company shall be eligible to transfer its Common Stock, including all of the Conversion Shares, electronically as DWAC Shares;


 




    	 	 	 



    	 



    





 


(k)
All federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction
Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and
orders of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal,
state and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction
Documents and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained
or made, including, without limitation, in each case those required under the Securities Act, the Exchange Act, applicable state
securities or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise required by
the SEC, the Principal Market or any state securities regulators;


 


(l)
No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or
endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the
consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents;


 


(m)
No action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of
competent jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or
foreign governmental authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any
of the officers, directors or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated
by the Transaction Documents, or seeking material damages in connection with such transactions;


 


(n)
No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(o)
The Company, pursuant to or within the meaning of any Bankruptcy Law, shall not have (i) commenced a voluntary case, (ii) consented
to the entry of an order for relief against it in an involuntary case, (iii) consented to the appointment of a Custodian of it
or for all or substantially all of its property, or (iv) made a general assignment for the benefit of its creditors or is generally
unable to pay its debts as the same become due; and


 


(p)
A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (i) is for relief against
the Company in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property,
or (iii) orders the liquidation of the Company or any Subsidiary.


 




    	 	 	 



    	 



    





 


9.
INDEMNIFICATION. 


 


In
consideration of the Investor’s execution and delivery of this Agreement and acquiring the Purchase Shares, and in addition
to all of the Company’s other obligations under the Transaction Documents to which it is a party, the Company shall defend,
protect, indemnify and hold harmless the Investor and all of its affiliates, stockholders, officers, directors and employees and
any of the foregoing Person’s agents or other representatives (including, without limitation, those retained in connection
with the transactions contemplated by the Transaction Documents) (collectively, the “Indemnitees”) from and
against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses
in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder
is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to: (a) any misrepresentation or breach of any representation
or warranty made by the Company in any of the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in any of the Transaction
Documents or any other certificate, instrument or document contemplated hereby or thereby, (c) any cause of action, suit or claim
brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement
of any of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (d) any violation
of the Securities Act, the Exchange Act, state securities or “Blue Sky” laws, or the rules and regulations of the
Principal Market in connection with the transactions contemplated by the Transaction Documents by the Company or any of its affiliates,
officers, directors or employees, (e) any untrue statement or alleged untrue statement of a material fact contained, or incorporated
by reference, in the Registration Statement or any amendment thereto or any omission or alleged omission to state therein, or
in any document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements
therein not misleading, or (f) any untrue statement or alleged untrue statement of a material fact contained, or incorporated
by reference, in the Prospectus, or any omission or alleged omission to state therein, or in any document incorporated by reference
therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that (I) the indemnity contained in clause (c) of this Section
9 shall not apply to any Indemnified Liabilities which directly and primarily result from the fraud, gross negligence or willful
misconduct of an Indemnitee, (II) the indemnity contained in clauses (d), (e) and (f) of this Section 9 shall not apply to any
Indemnified Liabilities to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company
by or on behalf of the Investor expressly for use in any Prospectus Supplement if the Prospectus was timely made available by
the Company to the Investor pursuant to Section 5(l), (III) the indemnity contained in clauses (d), (e) and (f) of this Section
9 shall not inure to the benefit of the Investor to the extent such Indemnified Liabilities are based on a failure of the Investor
to deliver or to cause to be delivered the Prospectus made available by the Company, if such Prospectus was timely made available
by the Company pursuant to Section 5(l), and if delivery of the Prospectus by the Investor was required under the Securities Act
with respect to the Purchase Shares and such delivery by the Investor would have cured the defect giving rise to such Indemnified
Liabilities, and (IV) the indemnity in this Section 9 shall not apply to amounts paid in settlement of any claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or
delayed. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make
the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable
law. Any required indemnification payment for any particular claim shall be made within thirty (30) days from the date the Investor
makes a written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted
to the Company by the Investor shall be conclusive evidence, absent manifest error, of the amount due from the Company to the
Investor. If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this Agreement,
such Indemnitee shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Indemnitee, except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action
there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of
the Company and the position of such Indemnitee, in which case the Company shall be responsible for the reasonable fees and expenses
of no more than one such separate counsel.


 




    	 	 	 



    	 



    





 


10.
TERMINATION


 


This
Agreement may be terminated only as follows:


 


(a)
If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding
against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company
makes a general assignment for the benefit of its creditors, this Agreement shall automatically terminate without any liability
or payment to the Company (except as set forth below) without further action or notice by any Person.


 


(b)
In the event that the Closing shall not have occurred on or before April 16, 2019, due to the failure to satisfy the conditions
set forth in Sections 7 and 8 above with respect to the Closing, either the Company, on the one hand, or the Investor, on the
other hand, shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability
of any party to any other party (except as set forth below); provided, however, that the right to terminate this Agreement under
this Section 11(b) shall not be available to any party if such party is then in breach of any covenant or agreement contained
in this Agreement or any representation or warranty of such party contained in this Agreement fails to be true and correct such
that the conditions set forth in Section 7(c) or Section 8(d), as applicable, could not then be satisfied. Any termination of
this Agreement pursuant to this Section 11(b) shall be effected by written notice from the Company to the Investor, or the Investor
to the Company, as the case may be, setting forth the basis for the termination hereof.


 


The
representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the
indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 and 12,
shall survive the Closing and any termination of this Agreement. No termination of this Agreement shall be deemed to release the
Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents
to which it is a party.


 


11.
MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. This Agreement shall be construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Agreement 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.
Each party consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising out of or relating
to any Transaction Document or the relationship of the parties or their affiliates shall be in Durham County, North Carolina.
Without modifying the parties’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any
litigation arising in connection with any of the Transaction Documents (and notwithstanding the terms (specifically including
any governing law and venue terms) of any transfer agent services agreement or other agreement between the Transfer Agent and
the Company, such litigation specifically includes, without limitation any action between or involving the Company and the Transfer
Agent under the Irrevocable Transfer Agent Instructions or otherwise related to Investor in any way (specifically including, without
limitation, any action where the Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the
Transfer Agent from issuing shares of Common Stock to Investor for any reason)), each party hereto hereby (i) consents to and
expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Durham County, North Carolina,
(ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action
(specifically including, without limitation, any action where the Company seeks to obtain an injunction, temporary restraining
order, or otherwise prohibit the Transfer Agent from issuing shares of Common Stock to Investor for any reason) outside of any
state or federal court sitting in Durham County, North Carolina, and (iv) waives any claim of improper venue and any claim or
objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding
in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company covenants
and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 11(g)
below prior to bringing or filing, any action (including without limitation any filing or action against any person or entity
that is not a party to this Agreement, including without limitation the Transfer Agent) that is related in any way to the Transaction
Documents or any transaction contemplated herein or therein, including without limitation any action brought by Company to enjoin
or prevent the issuance of any shares of Common Stock to Investor by the Transfer Agent, and further agrees to timely name Investor
as a party to any such action. Company acknowledges that the governing law and venue provisions set forth in this Section 11(a)
are material terms to induce Investor to enter into the Transaction Documents and that but for Company’s agreements set
forth in this Section 12(b) Investor would not have entered into the Transaction Documents. 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
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR
THEREBY.


 




    	 	 	 



    	 



    





 


(b)
Specific Performance. The Company acknowledges and agrees that the Investor may suffer irreparable harm in the event that
the Company fails to perform any material provision of this Agreement or any of the other Transaction Documents in accordance
with its specific terms. It is accordingly agreed that the Investor shall be entitled to one or more injunctions to prevent or
cure breaches of the provisions of this Agreement or such other Transaction Document and to enforce specifically the terms and
provisions hereof or thereof, this being in addition to any other remedy to which Investor may be entitled under the Transaction
Documents, at law or in equity. The Company specifically agrees that following a breach of this Agreement by the Company for failure
to deliver Conversion Shares, Investor shall have the right to seek and receive injunctive relief from a court or an arbitrator
prohibiting Company from issuing any of its common or preferred stock to any party. For the avoidance of doubt, in the event Investor
seeks to obtain an injunction from a court or an arbitrator against Company or specific performance of any provision of any Transaction
Document, such action shall not be a waiver of any right of the Investor under any Transaction Document, at law, or in equity,
including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s
pursuit of an injunction prevent Investor, under the doctrines of claim preclusion, issues preclusion, res judicata or other similar
legal doctrines, from pursuing other Claims in the future in a separate arbitration.


 


(c)
Counterparts. 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; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file shall be
considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were
an original signature.


 


(d)
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.


 


(e)
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.


 




    	 	 	 



    	 



    





 


(f)
Entire Agreement; Amendment. This Agreement and the other Transaction Documents supersede all other prior oral or written
agreements among the Investor, the Company, their respective affiliates and Persons acting on their behalf with respect to the
subject matter hereof, and this Agreement, the other Transaction Documents and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such
matters. The Company acknowledges and agrees that is has not relied on, in any manner whatsoever, any representations or statements,
written or oral, other than as expressly set forth in the Transaction Documents. No provision of this Agreement or the other Transaction
Documents may be amended other than by a written instrument signed by both parties hereto.


 


(g)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon
receipt when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses for such communications shall be:


 


If
to the Company:


MGT
Capital Investments, Inc.


512
S. Mangum Street, Suite 408


Durham,
NC 27701


Telephone:


Facsimile:


E-mail:


Attention:
Robert Lowrey


 


With
a copy to (which shall not constitute notice or service of process):


Sichenzia
Ross Ference LLP


1185
Avenue of the Americas, 37th Floor


New
York, New York 10036


Telephone:
(212) 930-9700


Facsimile:
(212) 930-9725


E-mail:
jkaplowitz@srfkllp.com


Attention:
Jay Kaplowitz, Esq.


 


If
to the Investor:


 


With
a copy to (which shall not constitute notice or service of process):





 


If
to the Transfer Agent:


Telephone:


Facsimile:


Attention:




    	 	 	 



    	 



    





 


or
at such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified
by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine or email account containing the time, date, and recipient facsimile number or
email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or email or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(h)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and any permitted
successors and assigns of the Company. The Company shall not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations
under this Agreement.


 


(i)
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and any permitted successors
and assigns of the Company and, except as set forth in Section 9, is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.


 


(j)
Publicity. The Company shall afford the Investor and its counsel with the opportunity to review and comment upon the form
and substance of, and shall give reasonable consideration to all such comments from the Investor or its counsel on, any press
release, SEC filing or any other public disclosure by or on behalf of the Company relating to the Investor, its purchases hereunder
or any aspect of the Purchase Shares, any of the Transaction Documents or the transactions contemplated thereby, not less than
24 hours prior to the issuance, filing or public disclosure thereof. The Investor must be provided with a final version of any
such press release, SEC filing or other public disclosure at least 24 hours prior to any release, filing or use by the Company
thereof. The Company agrees and acknowledges that its failure to fully comply with this provision constitutes a Material Adverse
Effect.


 


(k)
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 the 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.


 


(l)
No Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Investor that it has
not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby.
The Investor represents and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or
finder in connection with the transactions contemplated hereby. The Company shall be responsible for the payment of any fees or
commissions, if any, of any financial advisor, placement agent, broker or finder relating to or arising out of the transactions
contemplated hereby. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including,
without limitation, reasonable attorneys’ fees and out of pocket expenses) arising in connection with any such claim.


 


(m)
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.


 




    	 	 	 



    	 



    





 


(n)
Remedies, Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement,
including, without limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all
other remedies available to the Investor under this Agreement, at law or in equity (including a decree of specific performance
and/or other injunctive relief), no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions
giving rise to such remedy and nothing herein shall limit the Investor’s right to pursue actual damages for any failure
by the Company to comply with the terms of this Agreement. The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Investor and that the remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the Investor shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other
security being required.


 


(o)
Enforcement Costs. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this
Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money (which, for
the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to
any party) shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the
full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration
or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses.
Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous
or bad faith pleading. If (i) the Investor hires an attorney for collection or enforcement prior to commencing arbitration or
legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes action
to collect amounts due under the Transaction Documents or to enforce the provisions of the Transaction Documents, then Company
shall pay the costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, without limitation, attorneys’ fees, expenses, deposition costs, and disbursements.


 


(p)
Waivers. No provision of this Agreement may be waived other than in a written instrument signed by the party against whom
enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.


 


*
* * * *


 




    	 	 	 



    	 



    


 


IN
WITNESS WHEREOF, the Investor and the Company have caused this Agreement to be duly executed as of the date first written
above.





 


	 	COMPANY:
	 	 
	 	MGT
    CAPITAL INVESTMENTS, INC. 
	 	 	 
	 	By:	 
	 	Name:	Robert
    Lowrey
	 	Title:	Treasurer
    and CFO
	 	 	 
	 	INVESTOR:
	 	 
	 	[  ]
    	 
	 		 
		By: