0001144204-11-022325 Sample Contracts

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2011 • 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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AGREEMENT FOR THE PURCHASE OF ASSETS between MGT CAPITAL INVESTMENTS, INC and MGT INVESTMENTS LIMITED and RIVERA CAPITAL MANAGEMENT LIMITED
Purchase Agreement • April 15th, 2011 • MGT Capital Investments Inc • Services-prepackaged software • Rivera
REVOLVING LINE OF CREDIT AND SECURITY AGREEMENT
Revolving Line of Credit and Security Agreement • April 15th, 2011 • MGT Capital Investments Inc • Services-prepackaged software • New York

REVOLVING LINE OF CREDIT AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) made as of April [__], 2011 by and between Laddcap Value Partners, LP, a Delaware limited partnership (the “Lender”) and MGT Capital Investments, Inc., a Delaware corporation (the “Borrower”).

SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • April 15th, 2011 • MGT Capital Investments Inc • Services-prepackaged software • London

The Seller has agreed to sell 9,607,843 ordinary shares of £0.00001 each (the “Sale Shares”) in the share capital of the Company (as defined herein) and to novate the benefit of the Facility Agreement, Debenture and Debt (each as defined herein) to the Buyer on the terms and conditions contained in this Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2011 • 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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