Exhibit
10.37


 


AMENDMENT
TO EQUITY PURCHASE AGREEMENT


 


This
AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Amendment”), dated November __, 2018, is by and between MGT Capital
Investments, Inc., a Delaware corporation (the “Company”), and L2 Capital, LLC, a Kansas limited liability company
(the “Investor”).


 


WHEREAS,
the Company and the Investor are parties to that certain Equity Purchase Agreement, dated August 30, 2018 (the “Equity Purchase
Agreement”); and,


 


WHEREAS,
notwithstanding the provision of Section 10.15 of the Equity Purchase Agreement, the Company and the Investor desire to amend
the Equity Purchase Agreement as set forth below:


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual promises of the parties, and other good and valuable consideration,
the undersigned agree as follows:


 


	 	1.	The
    Equity Purchase Agreement shall be amended as follows:


 


	 	a.	In
    Article I, entitled, “Certain Definitions,” the Defined Terms set forth in Section 1.2 of “Market Price,”
    “Maximum Commitment Amount,” and “Purchase Price” shall each be replaced and restated in its entirety
    by:


 


	 	i.	“Market
    Price” shall mean the lowest traded price on the Principal Market for any Trading Day during the Valuation Period, as
    reported by Bloomberg Finance L.P. or other reputable source.
	 	 	 
	 	ii.	“Maximum
    Commitment Amount” shall mean Fifty Million Dollars ($50,000,000.00).
	 	 	 
	 	iii.	“Purchase
    Price” shall mean 95.0% of the Market Price on such date on which the Purchase Price is calculated in accordance with
    the terms and conditions of this Agreement.


 


	 	b.	The
    reference to “Thirty-Five Million Dollars ($35,000,000) in the Recitals to the Equity Purchase Agreement shall be replaced
    with “Fifty Million Dollars ($50,000,000).”


 


	 	2.	Except
    as herein provided, the terms of the Equity Purchase Agreement shall remain in full force and effect and the undersigned hereby
    ratify and affirm the terms of the Equity Purchase Agreement as modified by this Amendment.
	 	 	 
	 	3.	Capitalized
    terms used but not defined herein shall have the meaning ascribed to such terms in the Equity Purchase Agreement.
	 	 	 
	 	4.	This
    Amendment shall be governed by and construed in accordance with the laws of the State of Kansas. The parties hereto agree
    that the terms set forth in Sections 10.1, 10.2 and 10.3 of the Equity Purchase Agreement shall be applicable to this Amendment
    and are hereby incorporated herein.
	 	 	 
	 	5.	The
    parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated in and made
    a part of this Amendment.
	 	 	 
	 	6.	This
    Amendment may be executed in counterparts (including by facsimile or pdf signature pages or other means of electronic transmission)
    each of which shall be deemed an original but all of which together will constitute one and the same instrument.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


 


	 	MGT
    CAPITAL INVESTMENTS, INC
	 	 	 
	 	By:	/s/
    Robert Lowrey
	 	Name:	Robert
    Lowrey
	 	Title:	Treasurer
    and Chief Financial Officer
	 	 	 
	 	L2 CAPITAL, LLC
	 	 	 
	 	By:	/s/
    Adam Long
	 	Name:	Adam
    Long
	 	Title:	Managing
    Partner