NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS PROMISSORY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.


 


MGT
Capital Investments, Inc.


 


Promissory
Note


 


	Issuance
    Date: May 23, 2018	Original
    Principal Amount:	 	$600,000
	Note
    No. GEMNOTE3	Consideration
    Paid at Close:	 	$500,000


 


FOR
VALUE RECEIVED, MGT Capital Investments, Inc., a Delaware corporation (the “Company”), hereby promises
to pay to the order of Gemini Special Opportunities Fund, LP or registered assigns (the “Holder”) the
amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion
or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption
or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding
Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”)
until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case
in accordance with the terms hereof).


 


The
Original Principal Amount is $600,000 (six hundred thousand dollars) plus accrued and unpaid interest and any other fees. The
Consideration is $500,000 (five hundred thousand dollars) payable by wire transfer. The Holder shall pay $500,000 of Consideration
upon closing of this Note. For purposes hereof, the term “Outstanding Balance” means the Original Principal Amount,
as reduced or increased, as the case may be, pursuant to the terms hereof, breach hereof or otherwise, plus any accrued but unpaid
interest, collection and enforcements costs, and any other fees or charges incurred under this Note.


 


(1)
GENERAL TERMS


 


(a)
Payment of Principal. The “Maturity Date” shall be March 23, 2019, and may be extended at the option
of the Holder in the event that, and for so long as, an Event of Default (as defined below) shall not have occurred and be continuing
on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall not have occurred and be continuing on
the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would
result in an Event of Default.


 


(b)
Interest. An interest charge of zero percent (0%) per annum (“Interest Rate”) shall accrue. Interest
hereunder shall be paid on the Maturity Date to the Holder or its assignee in whose name this Note is registered on the records
of the Company regarding registration and transfers of Notes.


 


(c)
Security. This Note is not secured.


 


(d)
Pre-Payment. The Company will be allowed to pre-pay the note to the Holder in whole or in part at any time without any
a pre-payment penalty.


 




    	 



    	 



    




 


(2)
EVENTS OF DEFAULT. 


 


(a)
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and
whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):


 


(i)
The Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this
Note (including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder) or any other
Transaction Document;


 


(ii)
The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary
of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the
Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company
any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary
of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding
is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed
receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty
one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the
Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company
shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the
foregoing;


 


(iii)
The Company or any subsidiary of the Company shall default in any of its obligations under any other Note or any mortgage, credit
agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or
by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring
arrangement of the Company or any subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness now exists
or shall hereafter be created; and


 


(iv)
The Common Stock is suspended or delisted for trading on the Over the Counter Bulletin Board market (the “Primary Market”).


 





(v)
The Company’s Common Stock trades at or below a price of $0.01 as reported by the OTC Markets website.


 


(vi)
The Company loses its status as “DTC Eligible.”


 


(vii)
The Company shall become late or delinquent in its filing requirements as a fully-reporting issuer registered with the Securities
& Exchange Commission, subject to a 30-day cure period.


 


(b)
Upon the occurrence of any Event of Default, the Outstanding Balance shall immediately increase to 120% of the Outstanding Balance
immediately prior to the occurrence of the Event of Default (the “Default Effect”). The Default Effect shall automatically
apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action. Upon
the occurrence of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder,
in full satisfaction of its obligations hereunder, the Outstanding Balance, all without demand, presentment or notice, all of
which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection,
and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.


 







    	 



    	 



    

 


(3)
MANDATORY MONTHLY PAYMENTS. Beginning on July 23, 2018 and continuing on the 23rd of every consecutive calendar month,
the Company shall make a cash payment in the amount of $66,666.66 to the Holder (the “Monthly Payment”). If
the 23rd of any calendar month is not a business day, then the Company shall make the Monthly Payment on the next business day.


 


(4)
REISSUANCE OF THIS NOTE.


 


(a)
Assignability. The Company may not assign this Note. This Note will be binding upon the Company and its successors and
will inure to the benefit of the Holder and its successors and assigns and may be assigned by the Holder to anyone of its choosing
without Company’s approval.


 


(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the
Company shall execute and deliver to the Holder a new Note representing the outstanding Principal.


 


(5)
NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof
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 (provided confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party) (iii) upon receipt, when sent by email; or (iv) one (1) 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 and facsimile numbers
for such communications shall be those set forth in the communications and documents that each party has provided the other immediately
preceding the issuance of this Note 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 (i) given by the recipient of such notice, consent, waiver or other communication,
(ii) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.


 


The
addresses for such communications shall be:


 


If
to the Company, to:


 


MGT
Capital Investments, Inc.


512
S. Mangum Street Suite 408


Durham,
NC 27701


Attn:
Robert Ladd


Email:
rladd@mgtci.com


 


If
to the Holder:


 


GEMINI
SPECIAL OPPORTUNITIES FUND, LP


1075
Valleyside Lane


Eninitas,
CA 92024


Attn:
Steven Winters


Email:
Steve@GeminiStrategies.com


 




    	 



    	 



    




 


(6)
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of California,
without giving effect to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of California or in the federal courts located in the
city and county of San Diego, in the State of California. Both parties and the individuals signing this Agreement agree to submit
to the jurisdiction of such courts.


 


(7)
WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to
insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be
in writing.


 


IN
WITNESS WHEREOF, the Company has caused this Promissory Note to be duly executed by a duly authorized officer as of the date
set forth above.


 





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