0001144204-10-066436 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 14th, 2010 • MGT Capital Investments Inc • Services-prepackaged software • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of is dated as of [Closing Date], between MGT Capital Investments, Inc., a Delaware corporation (the “Company”), and Laddcap Value Partners, LP, a Delaware limited partnership (or an affiliate thereof) (the “Purchaser”).

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Conformed Copy AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 14th, 2010 • MGT Capital Investments Inc • Services-prepackaged software • New York

This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of December 9, 2010, by and between MGT Capital Investments, Inc., a Delaware corporation (the “Company”), and Laddcap Value Partners, LP, a Delaware limited partnership company, or an Affiliate (defined below) thereof (collectively, the “Purchaser”), and amends and restates in its entirety the Securities Purchase Agreement (the “Original Agreement”), dated as of November 16, 2010, by and between the Company and the Purchaser.

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