Exhibit 10.42


 


AMENDMENT #5 TO PROMISSORY NOTE


 


This Amendment #5 to Promissory
Note (this “Amendment”) is entered into as of December 31, 2019, by and between Iliad
Research and Trading, L.P., a Utah limited partnership (“Lender”), and MGT
Capital Investments, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment
without definition shall have the meanings given to them in the Note (as defined below).


 


A. Borrower
previously issued to Lender a Promissory Note dated June 1, 2018 in the principal amount of $3,600,000.00 (the
“Note”).


 


B. Pursuant
to that certain Amendment to Promissory Note dated October 24, 2018 (“Amendment #1”), that certain
Amendment #2 to Promissory Note dated December 10, 2018 (“Amendment #2”), that certain Amendment #3 to
Promissory Note dated January 28, 2019 (“Amendment #3”), and that certain Letter Agreement dated May 10,
2019 (“Amendment #4,” and together with this Amendment and Amendment #1, Amendment #2, and Amendment #3,
the “Amendments”), Borrower and Lender amended the Note to extend the maturity date of the Note, skip
certain payments due under the Note, and make the Note convertible into common stock.


 


C. Borrower
has requested that Lender again extend the maturity date of the Note (the “Extension”).


 


D.
Lender has agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to grant the
Extension and make certain other changes.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1. Recitals. Each
of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are
hereby incorporated into and made a part of this Amendment.


 


2. Extension. The
maturity date of the Note is hereby extended until June 30, 2020.


 


3. Extension Fee.
In consideration of Lender’s grant of the Extension, its fees incurred in preparing this Amendment and other accommodations
set forth herein, Borrower agrees to pay to Lender an extension fee in the amount of $84,436.00 (the “Extension Fee”).
The Extension Fee is hereby added to the Outstanding Balance of the Note as of the date of this Amendment. Lender and Borrower
further agree that the Extension Fee is deemed to be fully earned as of the date hereof, is nonrefundable under any circumstance,
and that the Extension Fee tacks back to the date of the issuance of the Note for Rule 144 purposes. Borrower represents and warrants
that as of the date hereof the outstanding balance of the Note, following the application of the Extension Fee, is $928,796.00.


 




    	 	 	 



     


    




 


4. Deletion of Section
2. Section 2 of Amendment #4 is hereby deleted in its entirety.


 


5. Representations and
Warranties. In order to induce Lender to enter into this Amendment, Borrower, for itself, and for its affiliates, successors
and assigns, hereby acknowledges, represents, warrants and agrees as follows:


 


(a) Borrower has full power
and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which
have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any
governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations
of Borrower hereunder.


 


(b) There is no fact known
to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the date of this Amendment
which would or could materially and adversely affect the understanding of Lender expressed in this Amendment or any representation,
warranty, or recital contained in this Amendment.


 


(c) Except as expressly
set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of this Amendment nor any
of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify,
waive, or otherwise affect the liability and obligations of Borrower under the terms of the Transaction Documents.


 


(d) Borrower has no defenses,
affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind
or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions
contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of
this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the
terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff,
rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims,
actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution
of this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or
of liability for any matter or precedent upon which any claim or liability may be asserted.


 


(e) Borrower represents
and warrants that as of the date hereof no Events of Default or other material breaches exist under the Transaction Documents or
have occurred prior to the date hereof.


 


6. Certain Acknowledgments.
Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be
given by Lender to Borrower in connection with the Extension or any other amendment to the Note granted herein.


 




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7. Other Terms Unchanged.
The Note, as amended by the Amendments, remains and continues in full force and effect, constitutes legal, valid, and binding obligations
of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Note after the date of
this Amendment is deemed to be a reference to the Note as amended by the Amendments. If there is a conflict between the terms of
this Amendment and the Note or the other Amendments, the terms of this Amendment shall control. No forbearance or waiver may be
implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall
not operate as a waiver of, or as an amendment to, any right, power, or remedy of Lender under the Note, as in effect prior to
the date hereof. For the avoidance of doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions,
as set forth in the Note.


 


8. No Reliance.
Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity holders, representatives
or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors, or
employees except as expressly set forth in this Amendment and, in making its decision to enter into the transactions contemplated
by this Amendment, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors,
members, managers, equity holders, agents or representatives other than as set forth in this Amendment.


 


9. Counterparts.
This Amendment 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 this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.


 


10. 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 Amendment and the consummation of the transactions contemplated hereby.


 


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IN WITNESS WHEREOF, the
undersigned have executed this Amendment as of the date set forth above.


 





	 	LENDER:
	 	 
	 	Iliad Research and Trading, L.P.
	 	 	 
	 	By: 	Iliad Management, LLC, its General Partner
	 	 	 
	 	By: 	Fife Trading, Inc., Manager
	 	 	 
	 	By: 	/s/ John M Fife
	 	 	John M. Fife, President



 


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


 


[Signature
Page to Amendment #5 to Promissory Note]