Exhibit 10.1


 


Securities
Purchase Agreement


 


This
Securities Purchase Agreement (this “Agreement”),
dated as of July 21, 2021, is entered into by and between MGT Capital Investments, Inc.,
a Delaware corporation (“Company”), and Streeterville Capital, LLC,
a Utah limited liability company, its successors and/or assigns (“Investor”).


 


A.
Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded
by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by
the United States Securities and Exchange Commission (the “SEC”).


 


B.
Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) 35,385,704
shares (the “Purchase Shares”) of common stock, $0.001 par value per share, of Company (the “Common Stock”),
and (ii) a Warrant to Purchase Shares of Common Stock, substantially in the form attached hereto as Exhibit A (the “Warrant”).


 


C.
This Agreement, the Warrant, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under
or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction
Documents”.


 


D.
For purposes of this Agreement: “Warrant Shares” means all shares of Common Stock issuable upon the exercise of or
pursuant to the Warrant; and “Securities” means the Purchase Shares, the Warrant and the Warrant Shares.


 


NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Investor hereby agree as follows:


 


1.
Purchase and Sale of Securities.


 


1.1.
Purchase of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Purchase Shares
and the Warrant. In consideration thereof, Investor shall pay $1,000,000.00 (the “Purchase Price”) to Company.


 


1.2.
Form of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price, less $10,000.00 for Investor’s
legal, due diligence and other transactional expenses, to Company via wire transfer of immediately available funds against delivery of
the Purchase Shares and the Warrant.


 


1.3.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the
date of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be July 21,
2021, or such other mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have
occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.


 




    	1



    	 



    

 





2.
Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i)
Investor is a limited liability company duly organized, validly existing and in good standing under the laws of its state of formation
and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) this Agreement
has been duly and validly authorized, executed and delivered by Investor; (iii) this Agreement constitutes a valid and binding agreement
of Investor enforceable against it in accordance with its terms; and (iv) Investor is an “accredited investor” as that term
is defined in Rule 501(a) of Regulation D of the 1933 Act.


 


3.
Company’s Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company
is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite
corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign
corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned
by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d)
of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly
authorized by Company and all necessary corporate actions have been taken to authorize the same; (v) this Agreement, the Warrant, and
the other Transaction Documents have been duly executed and delivered by Company and constitute the valid and binding obligations of
Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Company, the issuance
of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction
Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default
under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or
other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound, including,
without limitation, any listing agreement for the Common Stock, or (c) any existing applicable law, rule, or regulation or any applicable
decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental
body having jurisdiction over Company or any of Company’s properties or assets; (vii) no further authorization, approval or consent
of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or
any lender of Company is required to be obtained by Company for the issuance of the Securities to Investor or the entering into of the
Transaction Documents; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement
of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not misleading; (ix) with the exception of two quarterly reports on Form 10-Q
for the periods ending June 30, 2020 and September 30, 2020, within the last 12 months, Company has filed all reports, schedules, forms,
statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid
extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of
any such extension; (x) with the exception of disclosed legal action by the SEC against our Chief Executive officer, there is no action,
suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened
against or affecting Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency
or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Company
or which would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations
under, any of the Transaction Documents; (xi) Company has not consummated any financing transaction that, if required to be disclosed,
has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been
at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule
144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar payments that
will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated
hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws and regulations
and only to a person or entity that is a registered investment adviser or registered broker-dealer and Investor shall have no obligation
with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in
this subsection that may be due in connection with the transactions contemplated hereby; (xiv) neither Investor nor any of its officers,
directors, stockholders, members, managers, employees, agents or representatives has made any representations or warranties to Company
or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and,
in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation,
warranty, covenant or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than
as set forth in the Transaction Documents; (xv) Company acknowledges that the State of Utah has a reasonable relationship and sufficient
contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws
and venue of the State of Utah, as set forth more specifically in Section 8.2 below, shall be applicable to the Transaction Documents
and the transactions contemplated therein; and (xvi) Company has performed due diligence and background research on Investor and its
affiliates including, without limitation, John M. Fife, and, to its satisfaction, has made inquiries with respect to all matters Company
may consider relevant to the undertakings and relationships contemplated by the Transaction Documents including, among other things,
the following: http://investing.businessweek.com/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No.
07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. In addition, various affiliates of
Investor are involved in ongoing litigation with the SEC regarding broker-dealer registration (see SEC Civil Case No. 1:20-cv-05227
(N.D. Ill.)). Company, being aware of the matters described in subsection (xvi) above, acknowledges and agrees that such matters, or
any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not
use any such information solely as a defense to performance of its obligations under the Transaction Documents or in any attempt to avoid,
modify or reduce such obligation.


 




    	2



    	 



    

 


4.
Company Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full,
or within the timeframes otherwise specifically set forth below, Company will at all times comply in all material respects with the following
covenants: (i) so long as Investor beneficially owns any of the Securities and for at least twenty (20) days thereafter, Company will
use commercially reasonable efforts to timely file on the applicable deadline all reports required to be filed with the SEC pursuant
to Sections 13 or 15(d) of the 1934 Act, subject to applicable extensions, and will take all reasonable action under its control to ensure
that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly
available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would permit such termination; (ii) the Common Stock shall be listed or quoted for trading on any of (a) NYSE,
(b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii) when issued pursuant to the terms of this Agreement or the Warrant, the Purchase Shares and
the Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges
and encumbrances; (iv) within ten (10) days of the Closing Date, Company will file with the SEC a registration statement on Form S-1
registering the Purchase Shares; (v) trading in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach zero
bid or otherwise cease on Company’s principal trading market (except for ordinary course activities in advance of effecting a reverse
stock split); and (vi) Company will not make any Restricted Issuances (as defined below) without Investor’s prior written consent,
which consent may be granted or withheld in Investor’s sole and absolute discretion. For purposes hereof, the term “Restricted
Issuance” means any issuance of any Company securities, that (A) have or may have conversion rights of any kind, contingent,
conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price
of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants
or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security
only becomes convertible following an event of default, the passage of time, or another trigger event or condition. For avoidance of
doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether
convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of shares of Common Stock to be issued is based
upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection
with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. In no event, however, shall
any of the covenants of this Section 4 extend longer than twenty (20) months from the date of this Agreement.


 




    	3



    	 



    

 


5.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Investor
at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


 


5.1.
Investor shall have executed this Agreement and delivered the same to Company.


 


5.2.
Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.


 


6.
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the
Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions
are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


 


6.1.
Company shall have executed this Agreement and the Warrant and delivered the same to Investor.


 


6.2.
Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”)
substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent
(the “Transfer Agent”).


 


6.3.
Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as
Exhibit C evidencing Company’s approval of the Transaction Documents.


 


6.4.
Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit
D to be delivered to the Transfer Agent.


 


7.
Reservation of Shares. On the date hereof, Company will reserve 100,000,000 shares of Common Stock from its authorized and unissued
Common Stock to provide for all issuances of Common Stock under the Warrant (the “Share Reserve”). Company further
agrees to add additional shares of Common Stock to the Share Reserve as and when reasonably requested by Investor if as of the date of
any such request the number of shares being held in the Share Reserve is less than two (2) times the number of shares exercisable under
the Warrant.


 


8.
Miscellaneous. The provisions set forth in this Section 8 shall apply to this Agreement, as well as all other Transaction Documents
as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth
in this Section 8 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.


 




    	4



    	 



    

 


8.1.
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit E) arising under this Agreement or any
other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship
of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit E attached hereto (the “Arbitration
Provisions”). For avoidance of doubt, the parties agree that the injunction described in Section 8.4 below may be pursued in
an arbitration that is separate and apart from any other arbitration regarding any other Claims arising under the Transaction Documents.
The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable
from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has
reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands
that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to
the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing
representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding
the Arbitration Provisions.


 


8.2.
Governing Law; Venue. 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 Salt Lake County, Utah. 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 Company, such litigation specifically includes, without limitation any action between or involving
Company and the Transfer Agent under the TA Letter or otherwise related to Investor in any way (specifically including, without limitation,
any action where 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 Salt Lake County, Utah, (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 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 Salt Lake County, Utah, 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 8.9 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
8.2 are material terms to induce Investor to enter into the Transaction Documents and that but for Company’s agreements
set forth in this Section 8.2 Investor would not have entered into the Transaction Documents.


 




    	5



    	 



    

 


8.3.
Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that 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 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 the Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically
agrees that following any breach of any Transaction Document, 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 unless Company’s obligations
are being satisfied simultaneously with such issuance. Company specifically acknowledges that Investor’s right to obtain specific
performance constitutes bargained for leverage and that the loss of such leverage would result in irreparable harm to Investor. 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 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.


 


8.4.
Counterparts. Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s
executed counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed to be an executed original
thereof.


 


8.5.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


8.6.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


8.7.
Entire Agreement. This Agreement, together with the other Transaction Documents, contains 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 Company nor Investor
makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term
sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction
Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any
affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there
is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents
shall govern.


 


8.8.
Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties
hereto.


 




    	6



    	 



    

 


8.9.
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be
deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor
or by email to an executive officer, or by facsimile (with successful transmission confirmation), (ii) the earlier of the date delivered
or the third Trading Day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier
of the date delivered or the third Trading Day after mailing by express courier, with delivery costs and fees prepaid, in each case,
addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate
by five (5) calendar days’ advance written notice similarly given to each of the other parties hereto):


 


If
to Company:


 


MGT
Capital Investments, Inc.


Attn:
Robert Ladd


150
Fayetteville Street, Suite 1110


Raleigh,
North Carolina 27601


 


If
to Investor:


 


Streeterville
Capital, LLC


Attn:
John Fife


303
East Wacker Drive, Suite 1040


Chicago,
Illinois 60601


 


With
a copy to (which copy shall not constitute notice):


 


Hansen
Black Anderson Ashcraft PLLC


Attn:
Jonathan Hansen


3051
West Maple Loop Drive, Suite 325


Lehi,
Utah 84043


 


8.10.
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed
by Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to
obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties
hereunder without the prior written consent of Investor.


 


8.11.
Survival. The representations and warranties of Company and Investor and the agreements and covenants set forth in this Agreement
shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees
to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising
as a result of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth
in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
Investor agrees to indemnify and hold harmless Company and all its officers, directors, employees, attorneys, and agents for loss or
damage arising as a result of or related to any breach or alleged breach by Investor of any of its representations, warranties and covenants
set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are
incurred.


 


8.12.
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.


 




    	7



    	 



    

 


8.13.
Investor’s Rights and Remedies Cumulative; Liquidated Damages. All rights, remedies, and powers conferred in this Agreement
and the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other
right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or
existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and
in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s failure to comply with the
provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult (if not impossible) to accurately
estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s increased
risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly,
any fees, charges, and default interest due under the Warrant and the other Transaction Documents are intended by the parties to be,
and shall be deemed, liquidated damages (under Company’s and Investor’s expectations that any such liquidated damages will,
if allowed under applicable law, tack back to the Closing Date for purposes of determining the holding period under Rule 144 under the
1933 Act). The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and not a penalty,
and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge
and agree that under the circumstances existing at the time this Agreement is entered into, such liquidated damages are fair and reasonable
and are not penalties. All fees, charges, and default interest provided for in the Transaction Documents are agreed to by the parties
to be based upon the obligations and the risks assumed by the parties as of the Closing Date and are consistent with investments of this
type. The liquidated damages provisions of the Transaction Documents shall not limit or preclude a party from pursuing any other remedy
available at law or in equity; provided, however, that the liquidated damages provided for in the Transaction Documents are intended
to be in lieu of actual damages.


 


8.14.
Attorneys’ Fees. 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.


 


8.15.
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party
granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision
or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent
or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


8.16.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW
OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY
WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 




    	8



    	 



    

 


8.17.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.


 


8.18.
Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents
and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived
the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or
undue influence by Investor or anyone else.


 


8.19.
Document Imaging. Investor shall be entitled, in its sole discretion, to image or make copies of all or any selection of the agreements,
instruments, documents, and items and records governing, arising from or relating to any of Company’s loans, including, without
limitation, this Agreement and the other Transaction Documents, and Investor may destroy or archive the paper originals. The parties
hereto (i) waive any right to insist or require that Investor produce paper originals, (ii) agree that such images shall be accorded
the same force and effect as the paper originals, (iii) agree that Investor is entitled to use such images in lieu of destroyed or archived
originals for any purpose, including as admissible evidence in any demand, presentment or other proceedings, and (iv) further agree that
any executed facsimile (faxed), scanned, emailed, or other imaged copy of this Agreement or any other Transaction Document shall be deemed
to be of the same force and effect as the original manually executed document.


 


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


 




    	9



    	 



    

 


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


 


	 	INVESTOR:
	 	 
	 	Streeterville
    Capital, LLC
	 	 	
	 	By:	/s/ John
    M. Fife,
	 	 	John
    M. Fife, President



 


	 	COMPANY:
	 	 	 
	 	MGT
    Capital Investments, Inc.
	 	 
	 	By:	/s/ Robert Ladd
	 	Name:	Robert Ladd
	 	Title:	President and CEO



 


 


[Signature
Page to Securities Purchase Agreement]