Management Agreement

This Management Agreement (this “Agreement”), dated October 12, 2017 (“Effective Date”), is entered into between MGT Capital Investments, Inc., a Delaware corporation (“Provider”), and ______ LLC, a Delaware limited liability company (“User”, and together with Provider, the “Parties”, and each, a “Party”).

WHEREAS, Provider is in the business of, among other things, mining bitcoins and providing services to manage and operate bitcoin mining business on behalf of the owners of bitcoin mining hardware;

WHEREAS, User was formed for the sole purpose of mining bitcoins with the Provider and/or one of Provider’s operating subsidiaries as its exclusive manager of its bitcoin mining business, as described in greater detail herein;

WHEREAS, based on Provider’s recommendation, User intends to purchase 1,080 Bitmain Antminer S9 mining computers together with customized power supplies and freight ( the “Bitcoin Hardware” ) subject to adjustments as Provider sees fit and suitable, for an aggregate price of $_____, inclusive of duties and installation expenses, payable to the seller of the Bitcoin Hardware;

WHEREAS, User desires to engage Provider to mine bitcoins and service and maintain the Bitcoin Hardware on its behalf and in return share profits with, and pay the operating fees to, Provider as specified below.

NOW, THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Services.

(a) Services . Beginning on the date of delivery of the Bitcoin Hardware to the location(s) as designated by Provider, User engages Provider to provide the Services (as defined below) and Provider agrees to provide the Services to User. For purposes of this Agreement, “Services” shall include selecting, acquiring, installing, hosting, maintaining and repairing the Bitcoin Hardware, providing the computer programs, networking interconnectivity, electricity and associated facilities and staffing necessary to mine bitcoins. User is undertaking the task of bitcoin mining on User’s own behalf only, at User’s own risk and for User’s own benefits. Provider, if required by User, will contract to guarantee the supply of electricity necessary for the Bitcoin Hardware to function for one year from the date of delivery of the Bitcoin Hardware.

(b) Initial Payments . Upon User’s execution of a purchase order or bill of sale to purchase the Bitcoin Hardware, User shall i) make a payment to Provider in an amount of $__ (the “Initial Electricity Cost”) to cover the Electricity Costs (as defined below) of the first three months of the bitcoin mining operations; ii) transfer funds in an amount of $_______ (the “Bitcoin Hardware Price”) to the seller of the Bitcoin Hardware (the “Seller”) and iii) direct the Seller to deliver such Bitcoin Hardware to the locations as specified by Provider. User is not required to provide further capital beyond the Bitcoin Hardware Price and Initial Electricity Cost.

(c) Distribution of Mined Bitcoins . The bitcoins produced by the Bitcoin Hardware (the “Products”) will be collected by Provider, and Provider will distribute a portion of the Products to User (the “User Distribution Portion”) after deducting the Operating Fee and Electricity Costs, on a weekly basis, within one business day of the week following each week when the Bitcoin Hardware is in operation. Provider shall distribute the User Distribution Portion in accordance with the terms of this Agreement to User’s Digital Currency Wallet as defined below. The User Distribution Portion will equal fifty percent (50%) of the Products remaining after deducting the Operating Fee and Electricity Costs as described below.

(d) Operating Fee . User shall pay to Provider, as a deduction before the distribution of the User Distribution Portion, the operating fee (the “Operating Fee”), which will equal ten percent (10%) of the gross Products. The Operating Fee shall be paid weekly in arrears simultaneously with the User Distribution Portion. The Operating Fee will be used by Provider for the purposes of, without limitation, providing operating personnel to monitor and maintain the Bitcoin Hardware, purchasing insurance for, and providing maintenance and repair of the Bitcoin Hardware, as well as any other expenses associated with the performance of User’s Services, with the express limitation that the Operating Fee does not include Electricity Costs.

(e) Electricity Costs . In addition to the Operating Fee, User agrees to pay, on a weekly basis, the expenses and costs of the electrical power required to operate the Bitcoin Hardware, together with the hosting fees and ancillary power needed for the facilities where the Bitcoin Hardware resides (collectively, “Electricity Costs”). Electricity Costs will be paid to an unrelated party chosen by Provider, and will be paid in U.S. dollars monetized from the Products. Notwithstanding the foregoing, the Initial Electricity Cost for the first three months following delivery of the Bitcoin Hardware shall be reimbursed to User in the form of Products within the first three months of operation.

(f) User’s Digital Currency Wallet . As part of engaging Provider to perform the Services, User is required to create and maintain a digital currency wallet (“User’s Digital Currency Wallet”). User’s Digital Currency Wallet is the address that User provides to Provider, as instructed by User from time to time, for the payment to User of the User Distribution Portion and transfer of bitcoins pursuant to this Agreement. Provider does not operate User’s Digital Currency Wallet. User is solely responsible for maintaining and controlling User’s Digital Currency Wallet. For the avoidance of doubt, Provider has no liability for any operation or failure of User’s Digital Currency Wallet.

(g) User’s Acknowledgement. Because Services may entail financial risks on both User and Provider, concurrent with the execution of this Agreement, User and each of its member investors shall sign the User Acknowledgement and Acceptance Agreement dated on the Effective Date.

(h) Restrictions and Prohibitions on User . User shall not use the Services or the content or information delivered through the Services to conduct any business or activity or solicit the performance of any activity for any illegal, fraudulent, unauthorized or improper purposes. User shall comply with all applicable constitutions, laws, ordinances, principles of common law, codes, regulations, statutes or treaties and all applicable orders, rulings, instructions, requirements, directives or requests of any courts, regulators or other governmental authorities in connection with User’s use of the Services. User agrees that User shall not attempt to: (a) access any software or part of the Services without consent from Provider; (b) access the Bitcoin Hardware without notice to Provider; or (c) interfere in any manner with the provision of the Services or Provider’s software, or otherwise abuse the Services or Provider’s software. Notwithstanding the foregoing, User is entitled to physical access to view the Bitcoin Hardware with reasonable notice to Provider.

(i) Residual Value of the Bitcoin Hardware. Provider shall have the right to determine, in good faith, the retirement of each piece of the Bitcoin Hardware purchased by the User and dispose thereof in Provider’s sole discretion, after the expiration of the term of this Agreement. After the disposition, each of Provider and User shall be entitled to fifty percent (50%) of the consideration received on the sale of each piece of the Bitcoin Hardware, exclusive any cost and expenses associated with such disposition.

(j) Provider’s Securities. Upon transferring the Bitcoin Hardware Price to the Seller and Initial Electricity Cost to Provider, as an incentive or inducement for User entering into this Agreement, Provider shall issue or cause to be issued to the User Provider’s restricted common stock (ticker: OTC QB: MGTI) of 193,000 shares together with a warrant to purchase 193,000 shares of Provider’s common stock at a price of $2.00 per share (the shares and warrant being collectively referred as “MGT Securities”).

(k) Ownership .

1) Ownership of Technology. This Agreement does not transfer to User any ownership or proprietary rights in the Technology (as defined below) or any work or any part thereof, and all right, title and interest in and to the Technology will remain solely with Provider. User is not purchasing title to any Technology. User is permitted to use Technology to the extent and for the sole purposes of enabling User to benefit from the Services in the manner permitted by this Agreement. User’s rights under this Agreement are not transferable to any other person absent Provider’s prior express written consent. User shall not in any manner duplicate the Technology or use the Technology independently other than as set forth above, and Provider grants no license, whether express or implied, in any copyright, patent or any other intellectual property rights embodied in the Technology. For purposes of this Agreement, “Technology” shall mean the computer programs Provider uses, literary works, audiovisual works, all other original works of expression, methods, apparati and processes that Provider publishes, distributes, uses or otherwise exploits to facilitate User’s use of the Services, and includes without limitation any software, software tools, user interface designs, and any derivatives, improvements, enhancements or extensions thereof developed or provided by Provider and used in the provision of the Services.

2) Ownership of the Bitcoin Hardware. User shall be the sole owner of the Bitcoin Hardware upon making the payment of the Bitcoin Hardware Purchase Price.

(l) Insurance . The Provider shall maintain insurance in such amounts and covering such risks as are customarily maintained by similar businesses. All such policies of insurance shall be in full force and effect throughout the duration of the provision of the Services to User and shall name the User as an additional insured, if practicable.

(m) Competition . User knows and acknowledges that there may be theoretical or practical competition between User and Provider respecting bitcoin mining and bitcoin trading. User hereby waives any and all potential and existing conflict of interest that Provider may have in providing Services pursuant to this Agreement.

2. Representations and Warranties of User . User hereby represents and warrants as of the date hereof to Provider as follows:

(a) Organization; Authority . User is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Agreement and performance by User have been duly authorized by User. This Agreement together with each affiliated document to implement the transaction (the “Transaction Document”) have been duly executed by User and, when delivered by User in accordance with the terms hereof, will constitute the valid and legally binding obligation of User, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Own Account. User understands that MGT Securities it receives in connection with the transactions contemplated under this Agreement are “restricted securities” and it is acquiring MGT Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting User’s right to sell MGT Securities in compliance with applicable federal and state securities laws). Provider shall assist, upon User’s request, in good faith, with the disbursement of the MGT Securities to the members of User per User’s instruction. Notwithstanding the foregoing, this provision does not prohibit the User from disbursing the MGT Securities to any of its members.

(c) User Status. At the time User was offered MGT Securities, it and together with each of its members were, and as of the date hereof are, and on each date on which it exercises any part of the warrant, will be “accredited investors” as defined in Rule 501 under the Securities Act.

(d) Experience of User . User, either alone or together with its representatives or general partner, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in MGT Securities, and has so evaluated the merits and risks of such investment. User is able to bear the economic risks of an investment in MGT Securities and, at the present time, is able to afford a complete loss of such investment.

(e) General Solicitation . User is not purchasing MGT Securities as a result of any advertisement, article, notice or other communication regarding MGT Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f) Certain Transactions and Confidentiality. Other than securities acquired pursuant to consummating the transactions contemplated hereunder, User has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with User, such as a managing member of User, executed any purchases or sales, including Short Sales, of the securities of Provider during the period commencing as of the time that User first received a term sheet (written or oral) from Provider or any other Person representing Provider setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. User has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

3. Representations and Warranties of Provider . Provider hereby makes the following representations and warranties to User as of the date hereof:

(a) Organization, Good Standing and Qualification. Provider is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business.

(b) Authorization; Enforceability. Provider has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of Provider, its directors and stockholders necessary for the (i) authorization, execution, delivery and performance of this Agreement by Provider; and (ii) sale, issuance and delivery of MGT Securities contemplated hereby has been duly authorized. This Agreement has been duly executed and delivered by Provider and constitutes a legal, valid and binding obligation of Provider, enforceable against Provider in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. MGT Securities, when issued and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and sale of MGT Securities contemplated hereby will not give rise to any preemptive rights or rights of first refusal on behalf of any person which has not been waived in connection with this transaction.

(c) SEC Reports; Financial Statements. Provider has filed all reports required to be filed by it under the Securities Act and Exchange Act (the foregoing materials being collectively referred to herein as the “SEC Reports”) for the twelve (12) months preceding the Effective Date of this Agreement. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder. Provider’s financial statements included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.

(d) Licenses. Provider and its subsidiaries have sufficient licenses, permits and other governmental authorizations currently required for provision of the Services contemplated herein and are in all material respects in compliance therewith.

(e) Investment Company. Provider is not an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

4. Limitation of Liability .

(a) IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO PROVIDER AND THE SELLER FOR THE SERVICES PROVIDED HEREUNDER.

5. Compliance with Law . User is in compliance with and shall comply with all applicable laws, regulations and ordinances. User represents and warrants to the Provider that User has the power, authority, and legal capacity to enter into and to perform under this Agreement.

6. Indemnification . User shall indemnify, defend and hold harmless Provider and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party relating to any claim of a third party or Provider arising out of or occurring in connection with the provision of the Services from Provider to User or User’s negligence, wilful misconduct or material breach of this Agreement. User shall not enter into any settlement without Provider’s or Indemnified Party’s prior written consent.

7. Term and Termination .

(a) Term of the Agreement . The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for twenty-four (24) months following the date the Bitcoin Hardware begins mining operations, unless earlier terminated in accordance with the terms hereof. User and Provider mutually agree to negotiate a renewal, extension or right of first refusal for a renewal or extension, in good faith, 30 days prior to the expiration of this Agreement.

(b) Termination . This Agreement may be terminated or rescinded at any time (the “Termination Date”) prior to the expiration of the Term: (1) by mutual written agreement of User and Provider; or (2) upon material breach of this Agreement by the non-breaching Party, after the non-breaching Party gives notice to the breaching Party and the breaching Party fails to cure the breach within five (5) business days upon notice.

(c) Survival. Notwithstanding anything to the contrary herein, Sections 6, 7 and 8 of this Agreement shall survive the termination and expiration of this Agreement.

(d) Liquidation. Upon the expiration of the Term or termination of this Agreement, Provider shall immediately stop bitcoin mining Services, including ceasing the operation of the Bitcoin Hardware, and commence uninstallation and disconnection of the Bitcoin Hardware from the internet network and power. Provider shall compute the True-up Adjustment as of the date of termination or expiration of the Agreement and notify User of such Adjustment promptly within five (5) business days from such termination or expiration. Provider shall transfer or request User to transfer the balance of the True-up Adjustment within one (1) business day upon Provider’s notice of the True-up Adjustment. User may not use Provider’s name, trademarks, brands, patents, other types of intellectual property or Confidential Information after the termination or expiration of the Agreement. Provider shall assist User to dispose the Bitcoin Hardware and share the proceeds of the disposition equally with User. If User’s wrongful activity or violations of this Agreement entitle or potentially entitle Provider to damages or User otherwise has unpaid obligations or potential obligations to Provider at the time of termination, then Provider is permitted to retain any amounts owed to Provider as a setoff against those damages and other obligations. Once all obligations of User have been satisfied, Provider shall return to User any unencumbered profits owned by User.

8. Confidential Information . All non-public, confidential or proprietary information of Provider, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Provider to User, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “Confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Provider in writing. Upon Provider’s request, User shall promptly return all documents and other materials received from Provider. Provider shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the User at the time of disclosure; or (c) rightfully obtained by the User on a non-confidential basis from a third party.

9. Entire Agreement . This Agreement, including and together with any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

10. Notices . All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and to the other Party at its email address or address set forth on the signature page hereto (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices may be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail or email. Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

11. Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12. Amendments . No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing and signed by each Party.

13. Waiver . No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14. Cumulative Remedies . All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

15. Assignment . User shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Provider. Provider may at any time assign, transfer, delegate or subcontract any or all of its rights or obligations under this Agreement subject to User’s prior written consent. Any purported assignment, transfer, delegation or subcontract in violation of this Section shall be null and void. No assignment, transfer, delegation or subcontract shall relieve User of any of its obligations hereunder.

16. Successors and Assigns . This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

17. No Third-Party Beneficiaries . This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

18. Choice of Law ; Venue . This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of New York, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either Party shall commence an action, suit or proceeding to enforce any provisions of this Agreement, the prevailing Party in such action, suit or proceeding shall be reimbursed by the other Party for its reasonable attorneys’ fees and other costs and expenses incurred in connection with the investigation, preparation and prosecution of such action or proceeding unless the Parties have specific arrangement in that regard in a settlement thereof.

19. Arbitration of Future Disputes .

(a) Scope, governing rules. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”).

(b) Authority of tribunal, judicial review. The award rendered by the arbitrator shall be final, non-reviewable, non-appealable and binding on the Parties and may be entered and enforced in any court having jurisdiction. Judgment on the award shall be final and non-appealable.

(c) Selection of tribunal. There shall be one arbitrator agreed to by the Parties within twenty (20) days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules.

(d) Seat of arbitration, languages. The seat or place of arbitration shall be New York, New York. The arbitration shall be conducted and the award shall be rendered in the English language.

(e) Remedies. The arbitrator will have no authority to award punitive damages, consequential damages, or compensatory damages, collectively, exceeding the aggregate amount of payments made by the User under this Agreement.

20. Waiver of Jury Trial . Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including exhibits, schedules, attachments and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments or appendices attached to this Agreement, or the transactions contemplated hereby.

21. Counterparts . This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

22. Force Majeure . Any delay or failure of Provider to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party’s control, without such Party’s fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, acts of terrorism, strikes, labor stoppages or slowdowns or other industrial disturbances, and shortage of adequate power or transportation facilities).

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ACKNOWLEDGEMENT AND ACCEPTANCE AGREEMENT

acknowledgement AND ACCEPTANCE AGREEMENT (this “ Agreement ”) made as of this 12th day of October, 2017 between MGT Capital Investments, Inc., a Delaware corporation (“ MGT ”), and the undersigned (the “ Individual ”).

WHEREAS , on or around the date hereof, the Individual contributed cash to _______ LLC, a Delaware limited liability company (the “ LLC ”), in exchange for membership interests in the LLC (the “ Investment ”);

WHEREAS , the Individual understands that the LLC was formed in order to operate as a cryptocurrency mining business (the “ Business ”) under the sole management of MGT;

WHEREAS , on or around the date hereof, the LLC entered or is expected to enter into a management agreement by and between the LLC and MGT attached hereto as Exhibit A (the “ Management Agreement ”) pursuant to which MGT agrees to manage the Business;

WHEREAS , in connection with the Management Agreement, the LLC was issued or will be issued shares of MGT’s Common Stock (“ Common Stock ”) and warrants to purchase Common Stock (the “ Warrants ” and collectively with the Common Stock and the Common Stock issuable upon exercise of the Warrants, the “ Company Securities ”);

WHEREAS , the Individual wishes to acknowledge the receipt and review of the information set forth on Schedule I hereto (the “ Disclosure Statement ”), the receipt and review of MGT’s disclosures filed by MGT (the “ SEC Reports ”) with the U.S. Securities Exchange Commission (the “ Commission ”) and the Individual’s understanding of (i) the relationship between MGT and the LLC and the financial terms and obligations of all parties set forth in the Management Agreement; (ii) the nature and risks related to the Investment; (iii) the nature and risks related to the Business; and (iv) the nature and risks related to the LLC’s investment, and the indirect investment of the Individual, in the Company Securities, each of which are set forth in the Disclosure Statement and/or the SEC Reports.

NOW, THEREFORE , in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

I. acknowledgement

1.1 The Individual understands and hereby acknowledges that MGT’s ability and willingness to enter into the Management Agreement is conditioned upon the execution of this Agreement by the Individual and all other individuals making the Investment in the LLC.

1.2 So long as the Individual and all other individuals making the Investment in the LLC execute this Agreement, MGT hereby agrees to enter into the Management Agreement.

1.3 The Individual hereby acknowledges the receipt and understanding of the Disclosure Statement, which Disclosure Statement is deemed to be an integral part of this Agreement and is incorporated herein by reference.

1.4 The Individual hereby acknowledges the receipt and understanding of the SEC Reports.

1.5 The Individual hereby acknowledges the Individual’s understanding of the nature and risks related to the Business, including but not limited to those set forth in the Disclosure Statement.

1.6 The Individual hereby acknowledges the Individual’s understanding of (i) the relationship between MGT and the LLC; (ii) the financial terms and obligations of all parties set forth in the Management Agreement; (iii) the risk related to the operation of the Business pursuant to the Management Agreement; and (iv) the risks related to the LLC’s entry into the Management Agreement.

1.7 The Individual hereby acknowledges the Individual’s understanding of the nature and risks related to the LLC’s investment in MGT, including but not limited to those set forth in the Disclosure Statement.

1.8 The Individual hereby acknowledges the Individual’s understanding of the nature and risks related to the LLC’s investment in Company Securities, and the indirect investment of the Individual in Company Securities, including but not limited to those set forth in the Disclosure Statement and the SEC Reports.

II. REPRESENTATIONS by THE INDIVIDUAL

2.1 The Individual is an “accredited investor,” as such term in defined in Rule 501 of Regulation D promulgated under the Act, and the Individual is able to bear the economic risk of the Investment, including the indirect investment in the Company Securities.

2.2 The Individual has prior investment experience (including investment in non-listed and non-registered securities), and has read and evaluated, or has employed the services of an investment advisor, attorney or accountant to read and evaluate, all of the documents furnished or made available by MGT and the LLC to the Individual, including but not limited to the SEC Reports and the Disclosure Statement on Schedule I hereto, as well as the risks of the Investment by the Individual in the LLC and the indirect investment by the Individual in the Company Securities. The Individual’s overall commitment to investments which are not readily marketable is not disproportionate to the Individual’s net worth, and the Individual’s investment in the LLC, and indirectly in the Company Securities, will not cause such overall commitment to become excessive. The Individual has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in his or her investment in the LLC and the LLC’s investment in the Company Securities. The Individual is financially able to bear the economic risk of this investment, including the ability to afford holding the Individual’s interest in the LLC, the indirect interest in the Company Securities and any direct interest in the Company Securities (if such were distributed in part or in whole by the LLC) for an indefinite period or for a complete loss.

2.3 The Individual acknowledges receipt and careful review of the Disclosure Statement, the Management Agreement, the SEC Reports and all other documents furnished in connection with the Investment, including the indirect interest in the Company Securities (collectively, the “ Investment Documents ”), and has been furnished with all information regarding the LLC, the Management Agreement and MGT which the Individual has requested or desires to know; and the Individual has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the LLC and of MGT concerning the terms and conditions of the Investment, the Management Agreement, the indirect investment in the Company Securities and any additional information which the Individual has requested.

2.4 The Individual acknowledges that the Investment and the indirect investment in the Company Securities may involve tax consequences to the Individual and that the contents of the Investment Documents do not contain tax advice. The Individual acknowledges that the Individual must retain his, her or its own professional advisors to evaluate the tax and other consequences to the Individual of an investment in the LLC and in the Company Securities, whether indirect or direct upon any distributions.

III. RELEASE BY INDIVIDUAL

3.1 In exchange for the consideration provided for in this Agreement, the Individual irrevocably and unconditionally releases MGT and its predecessors, subsidiaries, affiliates, and all successors and assigns of any of the foregoing (collectively, the “ Releasees ”), of and from covenants, obligations and agreements that the Individual or her heirs or assigns, ever had, now has, or hereafter can, shall, or may have, against the Releasees arising out of this Agreement, the Management Agreement, the Investment or the direct or indirect investment and ownership in and of the Company Securities (collectively, the “ Claims ”), except that, the Individual is not obligated to indemnify the Releasees against any Claims if such Claims arise out of or result from the Releasees’ gross negligence or more culpable act or omission (including recklessness or willful misconduct) or bad faith failure to materially comply with any of its material obligations set forth in this Agreement or the Management Agreement.

3.2 The Individual understands that this Agreement releases rights that the Individual may not know about. This is the Individual’s knowing and voluntary intent, even though the Individual recognizes that someday the Individual might learn that some or all of the facts that the Individual currently believes to be true are untrue and even though the Individual might then regret having signed this Agreement.

IV. MISCELLANEOUS

4.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by reputable overnight courier, facsimile (with receipt of confirmation) or registered or certified mail, return receipt requested, addressed to the LLC, MGT and to the Individual at the addresses or facsimile numbers indicated on the signature page hereof. Notices shall be deemed to have been given on the date when sent by facsimile transmission or overnight courier, or two days after mailed, except notices of change of address, which shall be deemed to have been given when received.

4.2 This Agreement shall not be changed, modified or amended except by a writing signed by all parties hereto.

4.3 This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

4.4 Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of New York. The parties agree that in the event of any dispute, action, suit or other proceeding arising out of or in connection with this Agreement, the prevailing party shall recover all of such party’s reasonable attorneys’ fees and costs incurred in each and every action, suit or other proceeding, including any and all appeals or petitions therefrom.

4.5 This Agreement may be executed in counterparts, all of which will constitute one in the same instrument.

4.6 The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect.

4.7 It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by that same party.

4.8 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further actions as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

4.9 Each of the parties shall be responsible for paying its own legal fees in connection with this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first written above.

SCHEDULE I

Disclosure Statement

The following description of the key terms of the Management Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Management Agreement, which is attached hereto as Exhibit A , which is incorporated herein by reference. Defined terms not otherwise defined herein shall have the meaning ascribed to them in the Management Agreement.

Pursuant to the Management Agreement, the LLC will purchase certain Bitcoin Hardware as specified by MGT and engage MGT as the exclusive manager to operate the LLC’s bitcoin mining business. In accordance with the Management Agreement, MGT agrees to select, acquire, install, host, maintain and repair the Bitcoin Hardware and provide associated facilities and services necessary to mine bitcoins. MGT and the LLC share equally the net profits generated from the bitcoin mining operation, after deducting Electricity Costs and Operating Fee. As an inducement for the LLC to enter into the Management Agreement, MGT agreed to issue to the LLC (i) 193,000 restricted shares of MGT’s common stock; and (ii) a warrant to purchase 193,000 shares of MGT common stock.

Risk Factors

The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in investing in the LLC, investing in the Company Securities or holding a direct or indirect interest in the Business, whether operated pursuant to the Management Agreement or otherwise. Individuals should review the Investment Documents, the SEC Reports, this Disclosure Statement and all schedules, exhibits and other information incorporated herein by reference in their entirety and consult with their own advisers before making any decision to invest in the LLC, the Company Securities or acknowledge their understanding of the Management Agreement or the Business.

RISKS RELATED TO THE BUSINESS AND CRYPTOCURRENCIES

There are substantial risks to be aware of when mining and holding cryptocurrencies, including BitCoins, which generally apply to the LLC, the Business and the subject matter of the Management Agreement:

The following is a more in-depth, but by no means complete, analysis of certain key risks to which the LLC and MGT are subject and under which the benefits of the Management Agreement may be affected (references to “us”, “we”, “our” and similar terms refer to collectively the LLC, MGT and the Business operated pursuant to the Management Agreement, unless context dictates otherwise):

The loss or destruction of a private key required to access a cryptocurrency may be irreversible. Our loss of access to our private keys or our experience of a data loss relating to our cryptocurrencies could have a material adverse effect on our business.

Cryptocurrencies are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which the cryptocurrencies are held. We are required by the operation of the cryptocurrency network to publish the public key relating to a digital wallet in use by us when it first verifies a spending transaction from that digital wallet and disseminates such information into the cryptocurrency network. To the extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, we will be unable to access the cryptocurrencies held in the related digital wallet and the private key will not be capable of being restored by the cryptocurrency network. Any loss of private keys relating to digital wallets used to store our cryptocurrencies could have a material adverse effect on our business.

The further development and acceptance of the cryptocurrency network, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of the cryptocurrency network would have an adverse material effect on our business.

Cryptocurrencies, such as cryptocurrencies, may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry of which the bitcoin network is a prominent, but not unique, part. The growth of the cryptocurrency industry in general, and the bitcoin network in particular, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as the bitcoin network, include, without limitation:

A decline in the popularity or acceptance of the bitcoin network or similar cryptocurrencies systems would adversely affect our business.

The price of cryptocurrency is extremely volatile. Fluctuations in the price of cryptocurrencies could materially and adversely affect our business.

The price of cryptocurrency is a significant uncertainty for our business. The price of cryptocurrencies is subject to dramatic fluctuations. Using an exponential moving average and volume weighting of transaction data, the price of cryptocurrency is quoted by several publicly-available indexes, including the Coindesk price index, which derives from the transaction prices on electronic market places where exchange participants may use fiat currency to trade, buy and sell cryptocurrencies based on bid-ask trading (“Cryptocurrency Exchange”). Though the methodology may change in the future, these indexes use US Dollar-denominated trading data from qualified Cryptocurrency Exchanges with high trading volume in cryptocurrencies. The price of cryptocurrencies (the “Spot Price”) has fluctuated widely over the past three years. For example, the price of a bitcoin reached a high of approximately $1,216 in November 2013, while the price of a bitcoin was approximately $228 on August 22, 2015. Several factors may affect index spot price, including, but not limited to:

A decrease in the price of cryptocurrencies may have a material adverse effect on our business.

Currently, it is believed there is a relatively limited use of cryptocurrencies in the retail and commercial marketplace in comparison to relatively extensive use by speculators, which contribute to price volatility that could adversely affect our business.

Cryptocurrencies and the bitcoin network have only recently became widely accepted as a means of payment for goods and services by many major retail and commercial outlets, and use of cryptocurrencies by consumers to pay such retail and commercial outlets remains limited. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short-term or long-term holding of cryptocurrencies. A lack of expansion by cryptocurrencies into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in the Spot Price, either of which could adversely impact our business.

The Core Developers or other programmers could propose amendments to the cryptocurrency network’s protocols and software that, if accepted and authorized by the cryptocurrency network’s community, could adversely affect our business .

The cryptocurrency network is based on a math-based protocol that governs the peer-to-peer interactions between computers connected to the cryptocurrency network. The code that sets forth the protocol is informally managed by a development team known as the Core Developers. The members of the Core Developers evolve over time, largely based on self-determined participation in the resource section dedicated to cryptocurrency on Github.com. The Core Developers can propose amendments to the cryptocurrency network’s source code through one or more software upgrades that alter the protocols and software that govern the cryptocurrency network and the properties of cryptocurrencies, including the irreversibility of transactions and limitations on the mining of new cryptocurrencies. To the extent that a significant majority of the users and miners on the cryptocurrency network install such software upgrade(s), the cryptocurrency network would be subject to new protocols and software that may adversely affect our business.

The open-source structure of the cryptocurrency network protocol means that the Core Developers and other contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol. A failure to properly monitor and upgrade the protocol could damage the cryptocurrency network, which may harm our business.

The cryptocurrency network operates based on an open-source protocol maintained by the Core Developers and other contributors. As the cryptocurrency network protocol is not sold and its use does not generate revenues for its development team, the Core Developers are generally not compensated for maintaining and updating the cryptocurrency network protocol. To the extent that material issues arise with the bitcoin network protocol, and the Core Developers and open-source contributor community are unable to address the issues adequately or in a timely manner, the bitcoin network and our business may be adversely affected.

If a malicious actor or botnet obtains control in excess of 50 percent of the processing power active on the bitcoin network, it is possible that such actor or botnet could manipulate the Blockchain in a manner that adversely affects our business and our ability to operate our business as planned.

If a malicious actor, a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers referred to as a botnet obtains a majority of the processing power dedicated to mining on the bitcoin network, it may be able to alter the Blockchain on which the bitcoin network and all bitcoin transactions rely by constructing alternate blocks. In such alternate blocks, the malicious actor or botnet could control, exclude or modify transaction information. Using alternate blocks, the malicious actor could “double-spend” its own cryptocurrencies (i.e., spend the same cryptocurrencies in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintains control. To the extent that such malicious actor or botnet does not yield its majority control of the processing power on the bitcoin network or the bitcoin community does not reject the fraudulent blocks as malicious, reversing any changes made to the Blockchain may not be possible. Such changes could adversely affect our business or the ability of our business to operate.

The award of cryptocurrencies for solving blocks and transaction fees for recording transactions may diminish, thereby diminishing our profits. Further, if these amounts are not sufficiently high to incentivize other miners, miners may cease expending processing power to solve blocks and confirmations of transactions on the Blockchain could be slowed. A reduction in the processing power expended by miners on the bitcoin network could increase the likelihood of a malicious actor or botnet obtaining control in excess of 50 percent of the processing power active on the bitcoin network or the Blockchain, potentially permitting such actor or botnet to manipulate the Blockchain in a manner that adversely affects our business or our ability to operate.

If the award of new cryptocurrencies for solving blocks declines and transaction fees are not sufficiently high, the direct effect on our business may be material and adverse. Moreover, other miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce the collective processing power on the bitcoin network, which would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are added to the Blockchain until the next scheduled adjustment in difficulty for block solutions) and make the bitcoin network more vulnerable to a malicious actor or botnet obtaining control in excess of 50 percent of the processing power on the bitcoin network. Significant reductions in processing power on the bitcoin network could result in material delays in block solution confirmation time. Any reduction in confidence in the confirmation process or processing power of the bitcoin network may adversely impact our business.

As the number of cryptocurrencies awarded for solving a block in the Blockchain decreases, the incentive for miners to continue to contribute processing power to the bitcoin network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the Blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for cryptocurrencies and prevent the expansion of the bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price of cryptocurrencies that could adversely impact our business.

In order to incentivize miners to continue to contribute processing power to the bitcoin network, the bitcoin network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could itself have a material and adverse effect on our business by lowering the total revenue derivable from our mining activities. If this process is accomplished either by miners independently electing to record in the blocks they solve only those transactions that include payment of a transaction fee or by the bitcoin network adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If transaction fees paid for Bitcoin transactions become too high, the marketplace may be reluctant to accept cryptocurrencies as a means of payment and existing users may be motivated to switch from cryptocurrencies to another cryptocurrency or back to fiat currency. Decreased use and demand for cryptocurrencies may adversely affect their value and result in a reduction in the price of bitcoin and materially and adversely affect our business.

To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction fee will not be recorded on the Blockchain until a block is solved by a miner who does not require the payment of transaction fees. Any widespread delays in the recording of transactions could result in a loss of confidence in the bitcoin network, which could adversely impact our business

To the extent that any miners cease to record transaction in solved blocks, such transactions will not be recorded on the Blockchain. Currently, there are no known incentives for miners to elect to exclude the recording of transactions in solved blocks; however, to the extent that any such incentives arise (e.g., a collective movement among miners or one or more mining pools forcing bitcoin users to pay transaction fees as a substitute for or in addition to the award of new cryptocurrencies upon the solving of a block), actions of miners solving a significant number of blocks could delay the recording and confirmation of transactions on the Blockchain. Any systemic delays in the recording and confirmation of transactions on the Blockchain could result in greater exposure to double-spending transactions and a loss of confidence in the bitcoin network, which could adversely impact our business.

Intellectual property related claims may adversely affect the operation of the bitcoin network.

Third parties may assert intellectual property claims relating to the holding and transfer of cryptocurrencies and their source code. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the bitcoin network’s long-term viability or the ability of end-users to hold and transfer cryptocurrencies may adversely affect our business. Additionally, a meritorious intellectual property claim could prevent us and other end-users from accessing the bitcoin network or holding or transferring their cryptocurrencies, which could force us to cease operations. As a result, an intellectual property claim against us or any large bitcoin network participants could adversely affect our business.

The Bitcoin Exchanges on which cryptocurrencies trade are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other products. To the extent that the Bitcoin Exchanges representing a substantial portion of the volume in bitcoin trading are involved in fraud or experience security failures or other operational issues, such Bitcoin Exchanges’ failures may result in a reduction in the Spot Price and can adversely affect our business.

The Bitcoin Exchanges on which the cryptocurrencies trade are new and, in most cases, largely unregulated. Furthermore, many Bitcoin Exchanges (including several of the most prominent US Dollar denominated Bitcoin Exchanges) do not provide the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory compliance. As a result, the marketplace may lose confidence in, or may experience problems relating to, Bitcoin Exchanges, including prominent exchanges handling a significant portion of the volume of bitcoin trading.

Over the past four years, many Bitcoin Exchanges have been closed due to fraud, failure or security breaches. In many of these instances, the customers of such Bitcoin Exchanges were not compensated or made whole for the partial or complete losses of their account balances in such Bitcoin Exchanges. While smaller Bitcoin Exchanges are less likely to have the infrastructure and capitalization that make larger Bitcoin Exchanges more stable, larger Bitcoin Exchanges are more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems). A lack of stability in the Bitcoin Exchange Market and the closure or temporary shutdown of Bitcoin Exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the bitcoin network and result in greater volatility in the Spot Price. These potential consequences of a Bitcoin Exchange’s failure could adversely affect our business.

Regulatory changes or actions may alter the nature of our business or restrict the use of cryptocurrencies or the operation of the Bitcoin Network in a manner that adversely affects our business.

Until recently, little or no regulatory attention has been directed toward cryptocurrencies and the Bitcoin Network by the U.S. federal and state governments, foreign governments and self-regulatory agencies. As cryptocurrencies have grown in popularity and in market size, the Federal Reserve Board, U.S. Congress and certain U.S. agencies have begun to examine the operations of the Bitcoin Network, Bitcoin users and the Bitcoin Exchange Market. Local state regulators such as the California Department of Financial Institutions and the New York State Department of Financial Services have also initiated examinations of cryptocurrencies, the Bitcoin Network and the regulation thereof. Additionally, a U.S. federal magistrate judge in the U.S. District Court for the Eastern District of Texas has ruled that “Bitcoin is a currency or form of money,” two CFTC commissioners publicly expressed a belief that derivatives based on cryptocurrencies are subject to the same regulation as those based on commodities, and the IRS released guidance treating cryptocurrencies as property that is not currency for US federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow these asset classifications.

Bitcoin currently faces an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions such as the European Union, China and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Bitcoin Network and its users, particularly Bitcoin Exchanges and service providers that fall within such jurisdictions’ regulatory scope. Such laws, regulations or directives may conflict with those of the United States and may negatively impact the acceptance of cryptocurrencies by users, merchants and service providers outside of the United States and may therefore impede the growth of the Bitcoin economy.

The effect of any future regulatory change or cryptocurrencies is impossible to predict, but such change could be substantial and adverse to our business.

RISKS RELATED TO THE COMPANY SECURITIES

An investment, whether direct or indirect, in the Company Securities involves a high degree of risk and is subject to many uncertainties. In addition to the risk factors specific to this offering set forth below, the risk factors set forth in Item 1A, “Risk Factors,” in MGT’s Annual Report on Form 10-K filed with the Commission on April 20, 2017, are incorporated herein by reference. These risks and uncertainties may adversely affect MGT’s business, operating results and financial condition. In such an event, the trading price for Common Stock could decline substantially, and you could, directly or indirectly, lose all or part of your investment. In order to attain an appreciation for these risks and uncertainties, you should read all risk factors in their entirety and consider all of the information and advisements contained in the Investment Documents, including the following risk factors and uncertainties.

There will be restrictions on resale of the Company Securities and there is no assurance of the registration of the Company Securities.

None of the Company Securities may be sold unless, at the time of such intended sale, there is a current registration statement covering the resale of the Company Securities or an exemption from registration under the Securities Act, and such Securities have been registered, qualified, or deemed to be exempt under applicable securities or “blue sky” laws in the state of residence of the seller or in the state where sales are being effected. MGT has no current intention of filing a registration statement covering the resale of the Company Securities. If no registration statement is filed and declared effective covering the resale of any of the Company Securities sold pursuant to the Investment Documents, investors will be precluded from disposing of such Company Securities unless such Company Securities may become eligible to be disposed of under the exemptions provided by Rule 144 under the Securities Act without restriction. If the Company Securities are not registered for resale under the Securities Act, or exempt therefrom, and registered or qualified under applicable securities or “blue sky” laws, or deemed exempt therefrom, the value of such securities will be greatly reduced.

MGT may have at one time been deemed a “shell company” as defined in Rule 12b-2 under the Exchange Act. Pursuant to Rule 144(i), securities issued by a current or former shell company (that is, the Shares) that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 unless at the time of a proposed sale pursuant to Rule 144, MGT is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports. As a result, the restrictive legends on certificates for the Company Securities cannot be removed except in connection with an actual sale meeting the foregoing requirements or pursuant to an effective registration statement.

The number of Company Securities issued to the LLC in connection with the Management Agreement has been arbitrarily determined by MGT.

The number of Company Securities issued to the LLC in connection with the Management Agreement and therefore the underlying value of the Company Securities was arbitrarily determined by MGT. The value of the Company Securities does not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets. Rather, the value of the Company Securities may be derived as a result of our negotiations with the LLC based upon various factors including prevailing market conditions, our future prospects and our capital structure. These values do not necessarily accurately reflect the actual value of the Company Securities or the prices that may be realized upon disposition of the Company Securities.

An investment in the Company Securities is speculative and there can be no assurance of any return on any such investment.

An investment in the Company Securities is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in MGT, including the risk of losing their entire investment.

Your ownership interest is subject to dilution.

The holder or holders of the Company Securities issued pursuant to the Investment Documents will experience immediate dilution in the value of their Common Stock received upon exercise. In addition, each holder’s proportionate ownership interest may be diluted when MGT issues additional shares of Common Stock. MGT may raise capital in the future through the sale of shares of Common Stock, and each holder’s percentage interest in Common Stock would be diluted.

EXECUTION VERSION

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

COMMON STOCK PURCHASE WARRANT – SERIES F

MGT Capital Investments, Inc.

Warrant No:   F***

THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, ______, LLC or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined herein) and on or prior to the close of business on the thirty-sixth (36 ^th ) month anniversary of the Initial Issuance Date (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from MGT CAPITAL INVESTMENTS, INC. , a Delaware corporation (the “ Company ”), up to ***** shares (as subject to adjustment hereunder, the “ Warrant Shares ”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The “ Initial Exercise Date ” shall be the Initial Issuance Date.

Section 1 . Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Acknowledgement and Acceptance Agreement, dated October 12, 2017, and that certain Management Agreement, dated October 12, 2017, among the Company and the Holder (collectively, the “ Transaction Documents ”).

Section 2 . Exercise .

a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

EXECUTION VERSION

b)  Exercise Price . The initial exercise price per share of the Common Stock under this Warrant shall be Two Dollars USD ($2.00).

c)  Mechanics of Exercise .

(a)  Delivery of Certificates Upon Exercise . Certificates for shares purchased hereunder shall be transmitted by the Company’s transfer agent for its Common Stock (the “ Transfer Agent”) to the Holder by (i) crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“ DWAC ”) if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder ; or (ii) by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (such date, the “ Warrant Share Delivery Date ”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any.

i.  Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

ii.  Rescission Rights . If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares by the Warrant Share Delivery Date, then the Holder will have the right, at any time prior to issuance of such Warrant Shares, to rescind such exercise.

iii.  No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

EXECUTION VERSION

iv.  Charges, Taxes and Expenses . Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however , that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.

v.  Closing of Books . The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

d) Holder’s Exercise Limitations . (i) The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation ” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder may decrease the Beneficial Ownership Limitation at any time, but may not increase the Beneficial Ownership Limitation provisions of this Section 2(d). The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

EXECUTION VERSION

Section 3 . Certain Adjustments .

a)  Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant or pursuant to any of the other Transaction Documents), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b)  Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest whole share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

c)  Notice to Holder .

i.  Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

EXECUTION VERSION

ii.  Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, to the extent that such information constitutes material non-public information (as determined in good faith by the Company) the Company shall deliver to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4 . Transfer of Warrant .

a)  Transferability . Subject to compliance with any applicable securities laws and the provisions of the Transaction Documents, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

EXECUTION VERSION

b)  New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)  Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company or its transfer agent for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 5 . Piggyback Registration . If at any time prior to the date all the Warrant Shares have been resold or are eligible to be freely resold pursuant to Rule 144, without any volume limitations, the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-3 and Form S-8, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition or acquisition of any entity or business, the Company shall give the Holder written notice of such determination and, if within fifteen days after receipt of such notice, the Holder shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares held by the Holder that Holder requests to be registered, subject to customary underwriter or placement agent cutbacks applicable to all holders of piggyback registration rights and consistently applied on a pro-rata basis among all holders of piggyback registration rights.

Section 6 . Certain Definitions . For purposes of this Warrant, the following terms shall have the following meanings:

(a) “ Affiliate ” shall mean as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. For purposes of this definition, a Person shall be deemed to be “ controlled by ” a Person if such latter Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors of such former Person.

(b) “ Bloomberg ” means Bloomberg Financial Markets.

EXECUTION VERSION

(c)  “ Closing Bid Price ” and “ Closing Sale Price ” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg. If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(d) “ Common Stock ” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.

(e) “ Common Stock Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock

(f) “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(g) “ Principal Market ” means NYSE MKT or the principal securities exchange or securities market on which the Common Stock is then quoted or traded.

(h) “ Rule 144 ” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission having substantially the same purpose and effect as such Rule.

(i) “ Subsidiary ” means any subsidiary of the Company including any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

(j) “ Trading Day ” means any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock are then traded; provided that “Trading Day” shall not include any day on which the Common Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

EXECUTION VERSION

Section 7 . Miscellaneous .

a)  No Rights as Stockholder Until Exercise . This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof.

b)  Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c)  Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

d)  Authorized Shares .

(i) The Company covenants that, during the period the Warrant is outstanding, it will maintain a reserve from its authorized and unissued Common Stock 100% of the maximum number of shares for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Principal Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

(ii) Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

EXECUTION VERSION

(iii) Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e)  Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Transaction Documents.

f)  Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

g) Non-waiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.

h)  Notices . Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Transaction Documents.

i)  Limitation of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j)  Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l)  Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holders of not less than 51% of the then outstanding Warrants issued pursuant to the Transaction Documents.

m)  Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)  Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

EXECUTION VERSION

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

NOTICE OF EXERCISE

To: MGT CAPITAL INVESTMENTS, INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of lawful money of the United States

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

(4) After giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity : _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

MGT CAPITAL INVESTMENTS, INC.

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated: ______________, _______

Holder’s Signature: _____________________________

Holder’s Address: _____________________________

_____________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.