Monaker Group, Inc. (Form: 8-K, Received: 02/08/2017 17:30:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): January 27, 2017

Monaker Group, Inc.

(Exact name of Registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-52669	26-3509845
(Commission File Number)	(I.R.S. Employer Identification No.)

2690 Weston Road, Suite 200

Weston, Florida 33331

(Address of principal executive offices zip code )

(954) 888-9779

( Registrant’s telephone number, including area code )

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Effective September 8, 2016, Monaker Group, Inc. (the “ Company ”, “ we ” and “ us ”) sold 138,000 units, each consisting of one share of common stock and one warrant to purchase one share of common stock (the “ Units ”), to Charcoal Investments Ltd. (“ Charcoal ”), which entity is owned by Simon Orange, who became a member of the Board of Directors of the Company on January 5, 2017, in consideration for $345,000 or $2.50 per unit. The warrants were evidenced by a Warrant to Purchase Common Stock (the “ Charcoal Warrants ”), had an exercise price of $2.50 per share and an expiration date of September 7, 2017.

Also on September 8, 2016, the Company entered into a consulting agreement with Mr. Orange, pursuant to which Mr. Orange agreed to provide the Company consulting services by aiding the Company in financial, organizational and developmental advice during a twelve month period. In connection with assisting with a $750,000 private offering of units (pursuant to which Charcoal subscribed for units as described above), Mr. Orange received compensation consisting of cash, shares and warrants.

On January 26, 2017, the Company, Mr. Orange and Charcoal, agreed to reduce the exercise price of the 158,000 warrants to purchase shares of common stock (the “Warrants”) to $2.00 per share and Mr. Orange and Charcoal exercised all of the Warrants in consideration for an aggregate of $316,000, and the Company issued Mr. Orange 20,000 shares of restricted common stock and Charcoal 138,000 shares of restricted common stock, in connection with such exercise. In consideration for agreeing to exercise the Warrants, the Company granted Mr. Orange warrants to purchase 20,000 shares of the Company’s common stock and Charcoal warrants to purchase 138,000 shares of common stock, each with an exercise price of $2.00 per share and an expiration date of January 25, 2020.

Item 3.02

Unregistered Sales of Equity Securities.

We claim an exemption from registration for the issuances and sales of the Units, 20,000 shares issued to Mr. Orange and 20,000 warrants granted to Mr. Orange pursuant to the September 8, 2016 consulting agreement, the shares of common stock issued upon exercise of the Warrants, and the grant of the January 26, 2017 warrants described above in Item 1.01 (which descriptions are incorporated in this Item 3.02 by reference) pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”), since the foregoing issuances and grants did not involve a public offering, the recipients were (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and grants and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2017, the Board of Directors of the Company, pursuant to the power vested in the Board of Directors by the Company’s Bylaws and the Nevada Revised Statutes, appointed Robert J. Post and Omar J. Jimenez, as members of the Board of Directors.

The appointment increased the Company’s Board of Directors to seven members, with four serving independently (including Mr. Post).

Mr. Post’s biographical information is provided below. The biographical information of Mr. Jimenez, the Company’s Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary, can be found in the Company’s Annual Report on Form 10-K for the year ended February 29, 2016, as filed with the Securities and Exchange Commission on June 23, 2016 (the “ Annual Report ”), under “ Part III ” – “ Item 10. Directors, Executive Officers and Corporate Governance ” and a description of Mr. Jimenez’s employment agreement with the Company can be found under “ Part III ” – “ Item 11. Executive Compensation ” of the Annual Report (provided that effective in July 2016, the compensation due to Mr. Jimenez thereunder increased).

Robert J. Post

Mr. Post, age 56, is a highly successful entrepreneur, investor, tech-company executive and veteran re-structuring expert with 20 years of success in the travel and hospitality industry. He has served as Chief Executive Officer of Cloud5, the largest provider of cloud based telecommunications and high speed Internet to major brands in the hospitality industry, including Marriott, IHG, Hilton, La Quinta, Motel 6 and Red Roof Inn, since January 2015. He has also served as a member of the Board of Directors of Cloud5 since January 2015. Mr. Post has served as the Executive Chairman of The Knowland Group, a hospitality and data analytics company since March 2014. From 2005 to December 2011, Mr. Post served as Chairman, Chief Executive Officer and Chief Financial Officer of TravelCLICK, a leading provider of global, hotel e-commerce solutions that supports more than 15,000 customers across 140 countries, including Blackstone, Hilton, Hyatt, Accor, Marriott and Trump. He also previously served as executive and corporate officer at MICROS Systems, a hospitality technology provider, where he helped lead its secondary NASDAQ offering. Since 2002, Mr. Post has also operated Pconsulting, providing start-up investment and restructuring services for mid-sized businesses, including OpenTable.com, hotelBANK, and Radiant Systems. Mr. Post served as a member of the Board of Directors of Avatech Solutions, a publicly reporting company, and served on the Compensation and Audit Finance Committee of that entity, from March 2004 to October 2010. He is a graduate of Wharton’s Advanced Management Program, and earned his Bachelors of Science in Business from Duquesne University.

* * * * *

As the Company currently has no committees of the Board of Directors, neither Mr. Post nor Mr. Jimenez has been appointed to any committees.

It is not currently contemplated that Mr. Post will receive any compensation for his services on the Board of Directors, nor that Mr. Jimenez will receive any compensation, separate from his compensation as an officer of the Company, for his services on the Board of Directors.

Mr. Post is not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between Mr. Post and any other person pursuant to which he was selected to serve as a director of the Company, nor is he a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Jimenez’s employment agreement is described in the Annual Report as discussed above and there are no arrangements or understandings between Mr. Jimenez and any other person pursuant to which he was selected to serve as a director of the Company, nor is he a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K

Item 7.01.

Regulation FD Disclosure

On January 31, 2017, the Company issued a press release disclosing the appointment of Mr. Post. A copy of which is furnished as Exhibit 99.1 hereto.

The information responsive to Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto, shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of this Report is not intended to constitute a determination by the Company that the information is material or that the dissemination of the information is required by Regulation FD.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.	Description

10.1		Subscription and Investment Representation Agreement dated September 8, 2016, between Monaker Group, Inc. and Charcoal Investments Ltd. (filed as Exhibit 10.26 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on September 23, 2016 (File No. 333-213753) and incorporated herein by reference
10.2*		Consulting Agreement between Simon Orange and the Company dated September 8, 2016
10.3*		Form of Orange and Charcoal September 8, 2016 Warrants to Purchase Common Stock
10.4*		Form of Orange and Charcoal January 26, 2017 Warrants to Purchase Common Stock
99.1**		Press Release dated January 31, 2017

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MONAKER GROUP, INC.

Date: February 8, 2017	By:	/s/ William Kerby
		Name:	William Kerby
		Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description

10.1		Subscription and Investment Representation Agreement dated September 8, 2016, between Monaker Group, Inc. and Charcoal Investments Ltd. (filed as Exhibit 10.26 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on September 23, 2016 (File No. 333-213753) and incorporated herein by reference
10.2*		Consulting Agreement between Simon Orange and the Company dated September 8, 2016
10.3*		Form of Simon Orange and Charcoal Investments Ltd., September 8, 2016 Warrants to Purchase Common Stock
10.4*		Form of Simon Orange and Charcoal Investments Ltd., January 26, 2017 Warrants to Purchase Common Stock
99.1**		Press Release dated January 31, 2017

* Filed herewith.

** Furnished herewith.

Monaker Group, Inc. 8-K

Exhibit 10.2

CONSULTING AGREEMENT BETWEEN

SIMON ORANGE

AND

MONAKER GROUP, INC.

==================================

This Consulting Agreement is being entered into between MONAKER GROUP, INC. (“MONAKER”) and SIMON ORANGE on 8 ^th of September 2016.

Simon Orange will provide ongoing consulting services to MONAKER GROUP INC by aiding the company in financial, organizational and developmental advice over the next 12 months of its development. Additionally the company recognizes the assistance provided by Simon Orange in facilitating the closing of the company’s private placement funding of $750,000 through the direction of $370,000 in new funding.

As such, at the time of closing the $750,000 private placement, the company will agree to issue to Simon Orange (or such entities as he directs)

a such payment of $50,000 USD and

20,000 Monaker Common shares valued at $2.50/share plus

- 20,000 Warrants with a 1 year term at the exercise price of $2.50/share.

This Agreement is governed by and construed in accordance with the laws of the State of Florida and both parties irrevocably covenant and agree to submit to the jurisdiction of the State and Federal Courts in the State of Florida for purposes of any such action or proceedings and agree that the venue of any such action or proceeding may be laid in Broward County, Florida, and waives any claim that the same in an inconvenient forum.

This document supersedes any other previous agreements drafted to settle this matter.

In witness whereof, the undersigned has executed this Agreement at of the date set forth above.

SIMON ORANGE		MONAKER GROUP INC

/s/ Simon Orange		/s/ William Kerby
By: Simon Orange		By: William Kerby
Authorized Signatory		Authorized Signatory
		2690 Weston Road, Suite 200
		Weston, FL 33331

Monaker Group, Inc. • 2690 Weston Road, Suite 200 • Weston, Florida 33331

Monaker Group, Inc. 8-K

Exhibit 10.3

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THIS WARRANT OR SUCH SHARES MAY NOT BE SOLD, DISTRIBUTED, PLEDGED, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS: (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAW COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES; (B) THE COMPANY (DEFINED BELOW) RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THIS WARRANT STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION AND SUCH OPINION IS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY; OR (C) PURSUANT TO RULE 144 UNDER SUCH ACT.

WARRANT

TO PURCHASE COMMON STOCK OF

MONAKER GROUP, INC.

THIS IS TO CERTIFY that, as of the 8 ^th of September 2016 for value received and subject to the provisions hereinafter set forth, [________________] , or its assigns (the “Holder”), is entitled to purchase from MONAKER GROUP, INC ., a Nevada corporation (the “Company”), at a price of $2.50 per share , subject to adjustment as herein provided (as may be adjusted, the “Warrant Price”), [__________] shares of Common Stock of the Company (“Common Stock”), less the number of shares purchased by the Holder upon the exercise of this Warrant from time to time as noted on Schedule A hereto (the number of shares available for purchase hereunder at any time, subject to adjustment as hereinafter provided, is referred to as the “Warrant Number”).

Exercise of Warrant .

1.1.

Terms of Exercise. Subject to the conditions hereinafter set forth, this Warrant may be exercised in whole at any time, or in part from time to time, by the Holder hereof, by the surrender of this Warrant, together with written instructions as to the number of shares to be purchased, at the principal office of the Company Weston, Florida or at such other office as the Company may designate by written notice to the Holder hereof within the above-mentioned period and upon payment to the Company of the aggregate Warrant Price (or the proportionate part thereof if exercised in part) for the shares so purchased in current funds. This Warrant and all rights hereunder shall expire and shall be null and void to the extent not exercised before this Warrant expires 7 ^th of September 2017 (the “ Expiration Date ”).

1.2.

Payment of Exercise Price; Payment for the Warrants may be made in cash, by certified or official bank check.

1.3.

Partial Exercise. Each time this Warrant shall be exercised in respect of fewer than all of the shares of Common Stock at the time purchasable hereunder (and there shall be no limitation on the number of times the Holder may partially exercise this Warrant), and upon surrender of this Warrant by the Holder to the Company upon exercise, then, at the election of the Company, either (i) the Holder hereof shall be entitled to receive a replacement Warrant covering the number of shares in respect of which this Warrant shall not have been exercised and setting forth the aggregate Warrant Price applicable to such shares, which replacement Warrant shall be identical in all respects to this Warrant except for the date of issuance and the number of shares issuable upon the exercise thereof, or (ii) the Company shall make a notation on Schedule A hereto reflecting the number of shares of Common Stock purchased upon any exercise hereof.

1.4

Issuance of Certificate. The shares of Common Stock so purchased shall be deemed to be issued to the Holder, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed exercise agreement shall have been delivered, and payment shall have been made for such shares as set in Section 1.2 above. Certificates for the shares of Common Stock so purchased, representing the aggregate number of shares specified in the exercise agreement, shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be reasonably requested by the Holder and shall be registered in the name of the Holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new warrant representing the number of shares of Common Stock with respect to which this Warrant shall not then have been exercised.

1.5

Exercise Period. This Warrant may be exercised any time before 5:00 p.m., Eastern Standard time, on the Expiration Date.

Reservation of Common Stock . The Company covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and in reserve, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

Protection Against Dilution . The Warrant Number is subject to adjustment from time to time upon the occurrence of the events enumerated in, or as otherwise provided in, this Section 3.

3.1

Adjustment for Change in Capital Stock. If the Company:

(1)

pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock;

(2)

subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares;

(3)

combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares;

(4)

makes a distribution on its Common Stock in shares of capital stock other than Common Stock; or

(5)

issues by reclassification of its Common Stock any shares of its capital stock;

then the Warrant Number in effect immediately prior to such action shall be proportionately adjusted so that the Holder may receive the aggregate number and kind of shares of capital stock of the Company or other capital stock which such Holder would have owned immediately following such action if such Warrant had been exercised immediately prior to such action. If, as a result of any adjustment pursuant to this Section 3.1, the Holder shall become entitled to receive shares of two or more classes or series of securities of the Company or otherwise, the Board of Directors of the Company shall equitably determine the allocation of the adjusted Warrant Price between or among such classes or series.

The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

Such adjustment shall be made successively whenever any event listed above shall occur.

3.2

Notice of Adjustment . Whenever the Warrant Number is adjusted, the Company shall provide notice thereof to the Holder.

3.3

Additional Adjustments . In the event of any and all adjustments to the Warrant Number in accordance with this Section 3, the per share Warrant Price shall be adjusted so that it is equal to the quotient of (a) the aggregate Warrant Price and (b) the Warrant Number as adjusted.

Mergers, Consolidations, Sales; Non-Impairment of Rights . The Company will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the performance of any of the terms of this Warrant, but will at all times in good faith take all necessary action to carry out the intent of all such terms. Without limiting the generality of the foregoing, the Company (a) will not cause the par value of any securities receivable on exercise of this Warrant to be in excess of the amount payable therefor on such exercise, and (b) will take all action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares (or other securities or property deliverable hereunder) upon the exercise of this Warrant.

This Warrant shall bind the successors and assigns of the Company. In the case of any consolidation or merger of the Company with another entity, or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company (except a split up or combination, provision for which is made in Section 3), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Warrant Number and the per share Warrant Price) shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets shall assume by written instrument the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to receive.

Notwithstanding the foregoing, if any event occurs as to which the other provisions of this Warrant are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, in order to protect such purchase rights, and shall provide notice thereof to the Holder of this Warrant.

Dissolution or Liquidation . In the event of any proposed distribution of the assets of the Company in dissolution or liquidation (except under circumstances when the foregoing Section 4 shall be applicable) the Company shall mail notice thereof to the Holder of this Warrant and shall make no distribution to shareholders until the expiration of 30 days from the date of mailing of the aforesaid notice and, in any such case, the Holder of this Warrant may exercise this Warrant within 30 days from the date of mailing such notice, and all rights herein granted not so exercised within such 30 day period shall thereafter become null and void.

Fractional Shares . The Company shall not issue any fractional shares nor scrip representing fractional shares upon exercise of any portion of this Warrant.

Fully Paid Stock; Taxes . The Company covenants and agrees that the shares of stock represented by each and every certificate for its Common Stock to be delivered on any exercise of this Warrant shall, at the time of such delivery, be duly authorized, validly issued and outstanding and be fully paid and nonassessable. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes, other than taxes on income, which may be payable in respect of this Warrant or any Common Stock or certificates therefor upon the exercise of the rights herein provided for pursuant to the provisions hereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the transfer and delivery of stock certificates in the name other than that of the Holder of the Warrant converted, and any such tax shall be paid by such Holder at the time of presentation.

Closing of Transfer Books . The Holder of this Warrant shall continue to have the right to exercise this Warrant even during a period when the stock transfer books of the Company for its Common Stock are closed. The Company shall not be required, however, to deliver certificates of its Common Stock upon such exercise while such books are duly closed for any purpose, but the Company may postpone the delivery of the certificates for such Common Stock until the opening of such books, and they shall, in such case, be delivered forthwith upon the opening thereof, or as soon as practicable thereafter.

Assignments . The Holder shall be permitted to assign, sell or otherwise transfer this Warrant, subject to the Company’s receipt of an opinion of counsel to the Holder, which counsel and which opinion shall be reasonably acceptable to the Company, to the effect that such assignment, sale or other transfer is permitted under applicable state and federal securities laws.

10.

Lost, Stolen Warrants, etc . In case any Warrant shall be mutilated stolen or destroyed, the Company may issue a new Warrant of like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or in lieu of any Warrant lost, stolen or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction of such Warrant, and upon receipt of indemnity satisfactory to the Company.

11.

Warrant Holder Not Shareholder . This Warrant does not confer upon the Holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

12.

Payment of Expenses . The Company shall reimburse the Holder of this Warrant for all costs and expenses incurred by such Holder (including without limitation the legal fees of the Holder) in connection with: (i) the negotiation, preparation, execution and delivery of this Warrant and the other agreements to be executed in connection herewith; (ii) the issuance of certificates for shares of Common Stock upon the exercise of this Warrant; and (iii) the enforcement by the Holder of this Warrant. The Company shall pay any issuance tax in connection with the issuance of certificates for the shares of Common Stock upon the exercise of the Warrant; provided, however, that the Holder shall be responsible for any income or other taxes in connection with such issuance.

13.

Severability . Should any part of this Warrant for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Warrant had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties hereto that they would have executed and accepted the remaining portion of this Warrant without including therein any such part, parts or portion which may, for any reason, be hereafter declared invalid.

14.

Notice . All notices and other communications required or permitted to be given under any Agreement shall be personally delivered or shall be sent by certified mail, return receipt requested, postage prepaid, overnight delivery or confirmed facsimile transmission to the Company at its principal address in Fort Lauderdale, Florida and to the Holder of this Warrant at that Holder’s address in the records of the Company or, as to either party or any subsequent Holder of this Warrant, to such other address and/or facsimile number as such party designates by written notice to the other party or parties. [Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officers as of the day and year first set forth above.

		Monaker Group, Inc.

		By:
			William Kerby
			Chief Executive Officer

Schedule A

Shares of Common Stock Purchased Upon Exercise

Date of Exercise	Number of Shares	Signature of an authorized officer of Monaker Group, Inc.	Signature of the Holder of the Warrant

ASSIGNMENT

FOR VALUE RECEIVED _________________________hereby sells, assigns and transfers unto _______________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint __________________________, attorney, to transfer the said Warrant on the books of the within named Company.



	By:

	Its:

Dated: _____________________________

PARTIAL ASSIGNMENT

FOR VALUE RECEIVED ______________________________ hereby sells, assigns and transfers unto _______________________________ that portion of the within Warrant and the rights evidenced thereby which will an the date hereof entitle the holder to purchase __________ shares of Common Stock of Monaker Group Inc., and does hereby irrevocably constitute and appoint __________________________, attorney, to transfer that part of the said Warrant on the books of the within named Company.



	By

	Its

Dated: _____________________________

SUBSCRIPTION

(To be completed and signed only upon an exercise of the Warrant in whole or in part)

TO: Monaker Group, Inc..:
Attn: Gesarela Miller
954.888.9082 fax or gmiller@monakergroup.com

The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by the Warrant for, and to purchase thereunder, ______ shares of Common Stock (or other securities or property), and herewith makes payment of $_______ therefor in cash, by certified or official bank check or such other form of payment as may be permitted under the Warrant. The undersigned hereby requests that the Certificate(s) for such securities be issued in the name(s) and delivered to the address(es) as follows:

Name:

Address:

Social Security Number:

Deliver to:

Address:

If the foregoing Subscription evidences an exercise of the Warrant to purchase fewer than all of the Shares (or other securities or property) to which the undersigned is entitled under such Warrant, please issue a new Warrant, of like date and tenor, for the remaining portion of the Warrant (or other securities or property) in the name(s), and deliver the same to the address(ee’s), as follows:

Name:

Address:



(Social Security or Taxpayer ID of Holder)	(Name of Holder)

DATED: _____________________, 20___

		(Signature of Holder or Authorized Signatory)
		Signature Guaranteed:

Monaker Group, Inc. 8-K

Exhibit 10.4

WARRANT

TO PURCHASE COMMON STOCK OF

MONAKER GROUP, INC.

THIS IS TO CERTIFY that, as of the 26 ^th of January 2017 for value received and subject to the provisions hereinafter set forth, [________________] , or its assigns (the “Holder”), is entitled to purchase from MONAKER GROUP, INC ., a Nevada corporation (the “Company”), at a price of $2.00 per share , subject to adjustment as herein provided (as may be adjusted, the “Warrant Price”), [_________] shares of Common Stock of the Company (“Common Stock”), less the number of shares purchased by the Holder upon the exercise of this Warrant from time to time as noted on Schedule A hereto (the number of shares available for purchase hereunder at any time, subject to adjustment as hereinafter provided, is referred to as the “Warrant Number”).

Exercise of Warrant .

1.1.

Terms of Exercise. Subject to the conditions hereinafter set forth, this Warrant may be exercised in whole at any time, or in part from time to time, by the Holder hereof, by the surrender of this Warrant, together with written instructions as to the number of shares to be purchased, at the principal office of the Company Weston, Florida or at such other office as the Company may designate by written notice to the Holder hereof within the above-mentioned period and upon payment to the Company of the aggregate Warrant Price (or the proportionate part thereof if exercised in part) for the shares so purchased in current funds. This Warrant and all rights hereunder shall expire and shall be null and void to the extent not exercised before this Warrant expires 25 ^{th of} January 2020 (the “ Expiration Date ”).

1.2.

Payment of Exercise Price; Payment for the Warrants may be made in cash, by certified or official bank check.

1.3.

1.4

1.5

Exercise Period. This Warrant may be exercised any time before 5:00 p.m., Eastern Standard time, on the Expiration Date.

Protection Against Dilution . The Warrant Number is subject to adjustment from time to time upon the occurrence of the events enumerated in, or as otherwise provided in, this Section 3.

3.1

Adjustment for Change in Capital Stock. If the Company:

(1)

pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock;

(2)

subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares;

(3)

combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares;

(4)

makes a distribution on its Common Stock in shares of capital stock other than Common Stock; or

(5)

issues by reclassification of its Common Stock any shares of its capital stock;

Such adjustment shall be made successively whenever any event listed above shall occur.

3.2

Notice of Adjustment . Whenever the Warrant Number is adjusted, the Company shall provide notice thereof to the Holder.

3.3

Fractional Shares . The Company shall not issue any fractional shares nor scrip representing fractional shares upon exercise of any portion of this Warrant.

10.

11.

12.

13.

14.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officers as of the day and year first set forth above.

		Monaker Group, Inc.

		By:
			William Kerby
			Chief Executive Officer

Schedule A

Shares of Common Stock Purchased Upon Exercise

Date of Exercise	Number of Shares	Signature of an authorized officer of Monaker Group, Inc.	Signature of the Holder of the Warrant

ASSIGNMENT



	By:

	Its:

Dated: _____________________________

PARTIAL ASSIGNMENT



	By

	Its

Dated: _____________________________

SUBSCRIPTION

(To be completed and signed only upon an exercise of the Warrant in whole or in part)

TO: Monaker Group, Inc..:
Attn: Gesarela Miller
954.888.9082 fax or gmiller@monakergroup.com

Name:

Address:

Social Security Number:

Deliver to:

Address:

Name:

Address:



(Social Security or Taxpayer ID of Holder)	(Name of Holder)

DATED: _____________________, 20___

		(Signature of Holder or Authorized Signatory)
		Signature Guaranteed:

Monaker Group, Inc. 8-K

Exhibit 99.1

Monaker Group Appoints Robert Post to Board of Directors

Marketwired

WESTON, FL--(Marketwired - Jan 31, 2017) - Monaker Group, Inc., ( OTCQB : MKGI ) , a technology-driven travel company focused on the alternative lodging rental (ALR) market, has appointed Robert Post, president and CEO of Cloud5 Communications and executive chairman of The Knowland Group, to the company's board of directors. The appointment increases the board to six members, with four serving independently.

"Bob's appointment adds a tremendous wealth of senior-level experience, knowledge and accomplishments to our board," said the company's chairman and CEO, Bill Kerby. "We expect Bob to provide valuable guidance and insights as the company enters a pivotal period in its growth and development. This includes our near-term launch of the industry's first-ever 'real-time' alternative lodging reservation system, which also offers mainstream travel products and services all on a single site."

Post is a highly successful entrepreneur, investor, tech-company executive and veteran re-structuring expert with 20 years of success in the travel and hospitality industry. He is currently CEO of Cloud5, the largest provider of cloud based telecommunications and high speed Internet to major brands in the hospitality industry, including Marriott, IHG, Hilton, La Quinta, Motel 6 and Red Roof Inn.

Post was previously chairman and CEO of TravelCLICK, a leading provider of global, hotel e-commerce solutions that supports more than 15,000 customers across 140 countries, including Blackstone, Hilton, Hyatt, Accor, Marriott and Trump. At TravelCLICK, he grew the company from $35 million and breakeven to more than $200 million with high double-digit profitability. Prior to TravelCLICK, he was the CFO and VP of business development of OpenTable.com, which was ultimately bought by Priceline for $2.6 billion. He also served as an executive and corporate officer at MICROS Systems, a hospitality technology provider, where he helped lead its secondary NASDAQ offering. Post earlier spent several years at Westinghouse Electric in corporate audit, defense and electronic classified programs, negotiating with the U.S. and foreign governments. He continues to operate Pconsulting, providing start-up investment and restructuring services for mid-sized businesses, including OpenTable.com, hotelBANK, and Radiant Systems. He is a graduate of Wharton's Advanced Management Program, and earned his BS in Business from Duquesne University.

The board appointment is in line with Monaker's plans for a NASDAQ Stock Market up-listing, which requires a majority of independent directors on the board.

About Monaker

Monaker Group, Inc. is a technology driven travel company with several divisions and brands that build upon more than 65 years of operational experience in leisure travel. Monaker's flagship NextTrip website is powered by the industry's first real-time booking engine that offers extensive choices in alternative lodging (vacation home rentals, resort residences and unused timeshares) along with a vast array of airlines, hotels, cruises, rental cars, tours and concierge services, all in a single platform. The site features rich content, imagery and high-quality video that enhances a traveler's booking experience and assists them in the search, decision and purchasing process. By combining key features and functionality with advanced technology and established travel brands, NextTrip offers comprehensive vacation alternatives at best-pricing. For more information, visit www.monakergroup.com or www.nexttrip.com

Important Cautions Regarding Forward Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties concerning the plans and expectations of Monaker Group, Inc. These statements are only predictions and actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties, some of which are out of our control. The potential risks and uncertainties include, among others, or the expectations of future growth may not be realized. These forward-looking statements are made only as of the date hereof, and Monaker Group undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. All forward looking statements are expressly qualified in their entirety by the "Risk Factors" and other cautionary statements included in Monaker Group's annual, quarterly and special reports, proxy statements and other public filings with the Securities and Exchange Commission ("SEC"), including, but not limited to, the Company's Annual Report on Form 10-K for the period ended February 29, 2016 which has been filed with the SEC and is available at the SEC's website at www.sec.gov