Common use of CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER Clause in Contracts

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder with prior written notice thereof: 5.1 The Securityholder shall have duly executed this Agreement and delivered the same to the Company and shall have delivered the certificates evidencing the Existing Warrant (or, in the event of the loss, theft or destruction of the Existing Warrant, an affidavit with respect thereto in form reasonably acceptable to the Company). 5.2 The representations and warranties of the Securityholder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Securityholder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Securityholder at or prior to the Closing Date. 5.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 5.4 The Private Placement shall have been consummated.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder Noteholder hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder Noteholder with prior written notice thereof: 5.1 The Securityholder Noteholder shall have duly executed this Agreement and delivered the same to the Company and shall have delivered the certificates evidencing the Existing Warrant (or, in the event of the loss, theft or destruction of the Existing Warrant, an affidavit with respect thereto in form reasonably acceptable to the Company). 5.2 The representations and warranties of the Securityholder Noteholder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Securityholder Noteholder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Securityholder Noteholder at or prior to the Closing Date. 5.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 5.4 The Private Placement shall have been consummated.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder Investor hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing)conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder Investor with prior written notice thereof: 5.1 (a) The Securityholder Investor shall have duly executed this Agreement and the Amended and Restated Registration Rights Agreement and delivered the same to the Company and Company. (b) The Investor shall have delivered the certificates evidencing the Existing Warrant (or, in the event of the loss, theft or destruction of the Existing Warrant, an affidavit with respect thereto in form reasonably acceptable to the Company)Company the Investor's Existing Note and Existing Warrants for cancellation. 5.2 (c) The Investor shall have delivered to the Company the Purchase Price (less the amounts withheld pursuant to Section 4(d)) for the Additional Notes and the related Additional Warrants being purchased by the Investor at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (d) The representations and warranties of the Securityholder Investor shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), ) and the Securityholder Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Securityholder Investor at or prior to the Closing Date. 5.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 5.4 The Private Placement shall have been consummated.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder Shareholder hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder Shareholder with prior written notice thereof: 5.1 The Securityholder Shareholder shall have duly executed this Agreement and delivered the same to the Company and Company. 5.2 The Shareholder shall have delivered to the Company the original certificates evidencing the Existing Warrant (or, Athena Shares together with stock powers in the event of the loss, theft or destruction of the Existing Warrant, an affidavit with respect thereto in form reasonably acceptable to the Company)blank duly endorsed for transfer. 5.2 5.3 The representations and warranties of the Securityholder Shareholder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Securityholder Shareholder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Securityholder Shareholder at or prior to the Closing Date. 5.3 5.4 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 5.4 The Private Placement shall have been consummated.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder MGT Sports hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing)conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder Investor with prior written notice thereof: 5.1 The Securityholder MGT Sports shall have duly executed this Agreement and delivered the same to the Company and shall have delivered the certificates evidencing the Existing Warrant (or, in the event of the loss, theft or destruction of the Existing Warrant, an affidavit with respect thereto in form reasonably acceptable to the Company). 5.2 The representations and warranties of the Securityholder MGT Sports shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Securityholder MGT Sports shall each have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Securityholder MGT Sports at or prior to the Closing Date. 5.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 5.4 The Private Placement A majority of the Company’s shareholders shall have been consummatedapproved the transactions described herein, and the Company’s Information Statement with respect to such action shall have become effective. For the avoidance of doubt, no Equity Securities shall be issued hereunder unless and until such shareholder approval shall have become effective. NASDAQ shall have approved the listing of additional shares application with respect to the issuance of the Equity Securities.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder Shareholder hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder Shareholder with prior written notice thereof: 5.1 The Securityholder Shareholder shall have duly executed this Agreement and delivered the same to the Company and shall have delivered the certificates evidencing the Existing Warrant (or, in the event of the loss, theft or destruction of the Existing Warrant, an affidavit with respect thereto in form reasonably acceptable to the Company). 5.2 The representations and warranties of the Securityholder Shareholder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Securityholder Shareholder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Securityholder Shareholder at or prior to the Closing Date. 5.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 5.4 The Private Placement shall have been consummated.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder with prior written notice thereof: 5.1 The Securityholder shall have duly executed this Agreement and delivered the same to the Company and shall have delivered the certificates evidencing the Existing Warrant Series B Preferred (or, in the event of the loss, theft or destruction of the Existing WarrantSeries B Preferred stock certificate, an affidavit with respect thereto in form reasonably acceptable to the Company). 5.2 The representations and warranties of the Securityholder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Securityholder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Securityholder at or prior to the Closing Date. 5.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 5.4 The Private Placement shall have been consummated.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder with prior written notice thereof: 5.1 The Securityholder shall have duly executed this Agreement and delivered the same to the Company and shall have delivered the certificates evidencing the Existing Warrant (or, or in the event of the loss, theft or destruction of the Existing Warrant, an affidavit with respect thereto in the form reasonably acceptable to the Company). 5.2 The representations and warranties of the Securityholder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Securityholder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Securityholder at or prior to the Closing Date. 5.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 5.4 The Private Placement shall have been consummated.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder Holder hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder Holder with prior written notice thereof: 5.1 The Securityholder Holder shall have duly executed this Agreement and delivered the same to the Company and shall have delivered the certificates evidencing the Existing Warrant (or, in the event of the loss, theft or destruction of the Existing Warrant, an affidavit with respect thereto in form reasonably acceptable to the Company). 5.2 The representations and warranties of the Securityholder Holder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Securityholder Holder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Securityholder Holder at or prior to the Closing DateClosing. 5.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 5.4 The Private Placement shall have been consummated.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Securityholder hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Securityholder with prior written notice thereof: 5.1 The Securityholder shall have duly executed this Agreement and delivered the same to the Company and shall have delivered the certificates evidencing the Series B Preferred and the Existing Warrant (or, in the event of the loss, theft or destruction of the Existing WarrantWarrant or the Series B Preferred stock certificate, an affidavit with respect thereto in the form reasonably acceptable to the Company). 5.2 The representations and warranties of the Securityholder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Securityholder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Securityholder at or prior to the Closing Date. 5.3 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. 5.4 The Private Placement shall have been consummated.