SRZ Comments: 10/21/2012
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is being delivered to the
purchaser identified on the signature page to this Agreement (the "Subscriber")
in connection with its investment in MGT Capital Investments, Inc., a Delaware
corporation (the "Company"). The Company is conducting a private placement (the
"Offering") of up to Four Million Five Hundred Thousand Dollars ($4,500,000) of
its units ("Units"), at a purchase price of Three Dollars and Twenty Six Cents
($3.26) per Unit (the "Purchase Price"). Each Unit will consist of: (i) one (1)
share of the Company's Series A Convertible Preferred Stock, which shall be
convertible into one share of the Company's common stock (the "Common Stock"),
par value $0.001 per share and contain such rights and designations as set forth
in the form of Certificate of Designation, attached hereto as Exhibit A, (the
"Preferred Shares"), and (ii) a five (5) year warrant to purchase such number of
shares of Common Stock as shall be equal to 200% of the number of shares of
Common Stock the Preferred Shares are convertible into that such Subscriber
purchased in the Offering (the "Warrant Shares") at a per share exercise price
of $3.85 (the "Exercise Price"), substantially in the form attached hereto as
Exhibit B (the "Warrants"). For purposes of this Agreement, the term
"Securities" shall refer to the Units, the Preferred Shares, the Common Stock
into which the Preferred Shares are convertible, the Warrants, and the Warrant
Shares.
IMPORTANT INVESTOR NOTICES
NO OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED UPON IN THE
OFFERING OF THESE SECURITIES EXCEPT FOR THIS SUBSCRIPTION AGREEMENT AND ANY
SUPPLEMENTS HERETO AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS
EXCEPT THOSE CONTAINED HEREIN.
THIS AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE
INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY, OR AN INVESTMENT IN
THE OFFERING. THIS AGREEMENT DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD
NORMALLY APPEAR IN A PROSPECTUS FOR AN OFFERING REGISTERED UNDER THE SECURITIES
ACT. YOU MUST CONDUCT AND RELY ON YOUR OWN EVALUATION OF THE COMPANY AND THE
TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN DECIDING
WHETHER TO INVEST IN THE OFFERING.
THIS AGREEMENT CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF VARIOUS DOCUMENTS
RELATING TO THE OPERATIONS OF THE COMPANY. THESE SUMMARIES DO NOT PURPORT TO BE
COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE
ORIGINAL DOCUMENTS.
NEITHER THE DELIVERY OF THIS AGREEMENT AT ANY TIME NOR ANY SALE OF SECURITIES
HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE. THE COMPANY WILL EXTEND TO EACH PROSPECTIVE
INVESTOR (AND TO ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, IF ANY) THE
OPPORTUNITY, PRIOR TO ITS PURCHASE OF UNITS, TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM THE COMPANY CONCERNING THE OFFERING AND TO OBTAIN ADDITIONAL
INFORMATION, TO THE EXTENT THE COMPANY POSSESSES THE SAME OR CAN ACQUIRE IT
WITHOUT