Functionx Inc fka FNCX

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On June 14, 2016 (the “ Effective Date ”), MGT Capital Investments, Inc. (the “ Company ”) and its wholly-owned subsidiary, MGT Sports, Inc. (“ MGT Sports ”) entered into a Securities Exchange Agreement (the “ Agreement ”) with Function(x) Inc. (formerly DraftDay Fantasy Sports, Inc.) (“FNCX”) to exchange the entire outstanding promissory note (the “ Note ”) originally issued by FNCX on September 8, 2015 in the original principal amount of $1,875,000, for equity securities of FNCX. The Note was amended on March 24, 2016 pursuant to that certain Exchange Agreement (“ March Exchange Agreement ”) by and among the Company, MGT Sports and FNCX. Pursuant to the March Exchange Agreement, the outstanding principal balance of the Note was reduced to $940,792.60 (the “Remaining Balance”) which shall continue to accrue interest a rate of 5% per annum, and all terms of the Note shall remain unchanged except that the maturity date was changed to July 31, 2016.



Pursuant to the Agreement, the entire Remaining Balance shall be exchanged for 2,641,837 shares (the “ Common Shares ”) of FNCX’s common stock and FNCX shall make a cash payment to MGT Sports for the total amount of interest accrued until consummation of the transaction contemplated in the Agreement (“Closing”). The Closing is conditioned on FNCX’s shareholders’ approval of the issuance of the Common Shares and satisfaction of other closing conditions set forth in the Agreement.



The Common Shares are not registered under the Securities Act of 1933, as amended (the “ Securities Act ”) and will be issued in reliance on the exemption pursuant to Section 3(a)(9) of the Securities Act.

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