Monaker Group, Inc. 8-K

Exhibit 10.1

Special Offering

of up to

$1,250,000 of Units

SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT

The Company is doing a special offering of up to $1,250,000 of Units for sale with each Unit comprised of one (1) shares of common stock, at $2.00 per share (the “Common Stock”) and one (1) warrant, with each warrant allowing the purchase of one (1) additional share of Common Stock at $2.00 per share, (collectively the “Unit” or “Units”)

(Except as otherwise noted, all references to “dollars” or “$” are in United States dollars).

The undersigned, _________________ (the “undersigned” or the “ Investor ”), hereby subscribes for the purchase of Units of Monaker Group, Inc. Monaker , a Nevada corporation (“ Monaker ”), in the aggregate amount of $ USD. The undersigned herewith submits the undersigned’s check or effects a wire transfer of immediately available funds in the amount of $_ _ USD in full payment for such Units (the “ Subscription Price ”). In exchange for such payment of the Subscription Price, the undersigned shall receive from the Monaker ___ ______ Units representing _ common shares and __ warrants.

The undersigned understands that (i) Monaker is offering $1,250,000 in Units and may expand or retract the offering at its discretion. The minimum number of Units that may be purchased under this offering shall not be less than $75,000, (ii) the offering and sale of the Units will only remain open until February 28th, 2017 unless such offer is extended by the Company.

The undersigned hereby agrees to send payment of the $ __________ Subscription Price either:

a.       

by mailing a check, payable to Monaker Group, Inc. “

b.       

wiring payment of the Subscription Price to the account set forth below

Name of Bank: Bank of America

Address of Bank: 1381 Weston Rd, Weston FL

Account Name: Monaker Group, Inc.

Account No.: _____________

ABA No.: ________________

Reference: Monaker Group, Inc.

In either case, the undersigned agrees to execute this Subscription and Investment Representation Agreement and mail same to Monaker Group Inc., 2690 Weston Rd, Suite 200, Weston, Florida, 33331, Attn: Bill Kerby – CEO.

Consummation of the sale of the Securities to the undersigned and to all other Investors in connection with the offering of Units shall be completed on or before February 28 ^th , 2017 (the “ Closing Date ”), unless such Closing Date shall be extended by the Company.

1.         Certain Representations of the Subscriber

In connection with, and in consideration of, the sale of the Securities to the undersigned, the undersigned hereby represents and warrants to the Company and its officers, directors, employees, agents and shareholders that the undersigned:

(a)       

Is familiar with (i) Monaker’s Public Filings and is entering this Agreement in connection with Monaker’s unit offering comprised of common shares of Monaker Group Inc and warrants with each warrant having a Three (3) year term and an exercise price of TWO Dollars ($2.00) for Monaker Common Stock and (ii) such other information as the undersigned has received from Monaker (collectively, the “ Monaker Materials ”).

(b)       

Has had an opportunity to review and ask questions of an officer of Monaker concerning the Monaker Materials and desires no further information respecting such Monaker Materials.

(c)       

Realizes that Monaker has incurred losses since its inception and must raise additional funds to support its operations.

(d)       

Realizes and accepts the personal financial risk attendant to the fact that purchase of the Units represents a speculative investment involving a high degree of risk, and should not be purchased by any persons not prepared to lose their entire investment.

(e)       

Can bear the economic risk of an investment in the Units for an indefinite period of time, can afford to sustain a complete loss of such investment, has no need for liquidity in connection with an investment in the Units, and can afford to hold the Units indefinitely.

(f)       

Realizes that there will be a limited market for the Units, and that there are significant restrictions on the transferability of such Units.

(g)       

Realizes that the Units have not been registered for sale under the Securities Act of 1933, as amended (the “ Act ”), or applicable state securities laws (the “State Laws”), and they may be sold only pursuant to registration under the Act and State Law, or an opinion of counsel that such registration is not required.

(h)       

Is experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in the Units and does not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, has a knowledgeable representative whom such investor intends to use in connection with a decision as to whether to purchase the Units).

(i)       

Realizes that (a) there are substantial restrictions on the transfer of the Units; (b) there is currently limited public market for the Units and accordingly, for the above and other reasons, the undersigned may not be able to liquidate an investment in such securities for an indefinite period.

2.       

REPRESENTATIONS AND WARRANTIES OF MONAKER . Monaker represents and warrants to and agrees with Investor, as follows:

(a)       

The Monaker Materials as of their respective dates do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b)       

Monaker is authorized to issue 500,000,000 shares of its Common Stock. As of the date of the last quarterly filing, an aggregate of 9,913,663 shares of Common Stock are issued and outstanding.

(c)       

All of the outstanding shares of capital stock of Monaker have been duly authorized and validly issued, are fully paid and non-assessable.

(d)       

Monaker has the requisite corporate power and authority to enter into and execute, deliver and perform their obligations under this Agreement, the Units and the Warrants (collectively, the “ Transaction Documents ”), including, without limitation to permit the exercise of such Warrants into Common Stock of Monaker . Each of the Transaction Documents has been duly and validly authorized by Monaker and, when executed and delivered by Monaker , will constitute a valid and legally binding agreement of Monaker , enforceable against Monaker in accordance with their terms except as the enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) general principles of equity and the discretion of the court before which any proceeding therefore may be brought (regardless of whether such enforcement is considered in a proceeding at law or in equity) (collectively, the “ Enforceability Exceptions ”).

(e)       

The Units have been duly authorized and, when issued upon payment thereof in accordance with this Agreement, will have been validly issued, fully paid and nonassessable. The stockholders of Monaker have no preemptive or similar rights with respect to the Common Stock.

(f)        

The execution, delivery and performance by Monaker of the Transaction Documents and the consummation by Monaker of the transactions contemplated thereby and the fulfillment of the terms thereof will not violate, conflict with or constitute or result in a breach of or a default under (i) the articles of incorporation of Monaker or the bylaws of Monaker (or similar organizational document) or (ii) any statute, judgment, decree, order, rule or regulation of any court or governmental agency or other body applicable to Monaker or any of its respective properties or assets.

3.       

Investment Intent

The undersigned has been advised that the Units have not been registered under the Act or relevant State Laws but are being offered, and will be offered, and sold pursuant to exemptions from the Act and State Laws, and that Monaker’s reliance upon such exemption is predicated in part on the undersigned’s representations contained herein. The undersigned represents and warrants that the Units are being purchased for the undersigned’s own account and for long term investment and without the intention of reselling or redistributing the Units; that the undersigned has made no agreement with others regarding any of the Units; and that the undersigned’s financial condition is such that it is not likely that it will be necessary for the undersigned to dispose of any of the Units in the foreseeable future. The undersigned is aware that (1) there is presently no public market for the Units, and in the view of the Securities and Exchange Commission a purchase of securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the liquidation or settlement of any loan obtained for the acquisition of any of the Units and for which the Units were or may be pledged as security would represent an intent inconsistent with the investment representations set forth above, and (2) the transferability of the Units is restricted and (a) requires the written consent of Monaker , and (b) will be further restricted by a legend placed on the certificate(s) representing the Units containing substantially the following language:

The securities represented by this certificate have not been registered under either the Securities Act of 1933 or applicable state securities laws and may not be sold, transferred, assigned, offered, pledged or otherwise distributed for value unless there is an effective registration statement under such Act and such laws covering such securities, or Monaker receives an opinion of counsel acceptable to Monaker stating that such sale, transfer, assignment, offer, pledge or other distribution for value is exempt from the registration and prospectus delivery requirements of such Act and such laws.

The undersigned further represents and agrees that if contrary to the undersigned’s foregoing intentions, the undersigned should later desire to dispose of or transfer any of the Units in any manner, the undersigned shall not do so without first obtaining (1) an opinion of counsel satisfactory to Monaker that such proposed disposition or transfer may be made lawfully without the registration of such Units pursuant to the Act and applicable State Laws, or (2) registration of such Units (it being expressly understood that Monaker shall not have any obligation to register such Units except as explicitly provided by written agreement).

4.       

Residence

The undersigned represents and warrants that the undersigned is a bona fide resident of United States and/or Canada and that the Units are being accepted by the undersigned in the undersigned’s name solely for the undersigned’s own beneficial interest and not as nominee for, on behalf of, for the beneficial interest of, or with the intention to transfer to, any other person, trust or organization except as specifically set forth in this Agreement).

PARAGRAPH 6 BELOW IS REQUIRED IN CONNECTION WITH EXEMPTIONS FROM THE ACT AND STATE LAWS BEING RELIED ON BY MONAKER WITH RESPECT TO OFFER AND SALE OF THE UNITS. ALL OF SUCH INFORMATION WILL BE KEPT CONFIDENTIAL AND WILL BE REVIEWED ONLY BY MONAKER , THE AGENT, AND THEIR COUNSEL. THE UNDERSIGNED AGREES TO FURNISH ANY ADDITIONAL INFORMATION WHICH MONAKER OR THEIR COUNSEL DEEMS NECESSARY IN ORDER TO VERIFY THE RESPONSES SET FORTH ABOVE.

5.       

Accredited Status

The undersigned represents and warrants as follows (check if applicable):

a.       

Accredited Investor: Individual

(1)_______ The undersigned is an individual with a net worth, or a joint net worth together with his or her spouse, in excess of $1,000,000. (In calculating net worth, you may include equity in personal property and real estate, excluding your principal residence, cash, short term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property minus debt secured by such property.)

(2)________ The undersigned is an individual who had an individual income in excess of $200,000 in each of the prior two years and reasonably expects an income in excess of $200,000 in the current year; or

(3)________ The undersigned is an individual who had with his/her spouse joint income in excess of $300,000 in each of the prior two years and reasonably expects an income in excess of $300,000 in the current year.

(4)________ The undersigned is a director or executive officer of the Company.

b.       

Accredited Investor: Entity

(1)________ The undersigned is an entity all of whose equity owners meet one of the tests set forth in a through d above.

(2)________ The undersigned is an entity and is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Act. This representation is based on the following (check one or more, as applicable):

(a)______ The undersigned (or in the case of a trust, the undersigned trustee) is a bank or savings and loan association as defined in Sections 3(a)(2) and 3(a)(5)(A) of the Act, acting either in its individual or fiduciary capacity.

(b)______ The undersigned is an insurance company as defined in Section 2(13) of the Act.

(c)_______ The undersigned is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act.

(d)________ The undersigned is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

(e)________ The undersigned is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and either (check one of more, as applicable):

(i)________ the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor; or

(ii)________ the employee benefit plan has total assets in excess of $5,000,000; or

(iii)________ the plan is a self-directed plan with investment decisions made solely by persons who are “Accredited Investors” as defined under the 1933 Act.

(f)________ The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

(g)________ The undersigned has total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring shares of the Company and is one or more of the following (check one or more, as appropriate):

(i)________an organization described in Section 501(c)(3) of the Internal Revenue Code; or

(ii)________ a corporation; or

(iii)________ a Massachusetts or similar business, trust; or

(iv)________ a partnership.

(h)_________ The undersigned is a trust with total assets exceeding $5,000,000, which was not formed for the specific purpose of acquiring shares of the Company and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of the investment in the Units. IF ONLY THIS RESPONSE IS CHECKED, PLEASE CONTACT THE COMPANY TO RECEIVE AND COMPLETE AN INFORMATION STATEMENT BEFORE THIS SUBSCRIPTION CAN BE CONSIDERED BY MONAKER .

6.       

Miscellaneous

(a)       

The undersigned agrees that the undersigned understands the meaning and legal consequences of the agreements, representations, and warranties contained herein; agrees that such agreements, representations and warranties shall survive and remain in full force and effect after the execution of the Units; and further agrees to indemnify and hold harmless Monaker , each of their current and future officers, directors, employees, agents and shareholders from and against any and all loss, damage or liability due to, or arising out of, a breach of any agreement, representation or warranty of the undersigned contained herein.

(b)       

This Agreement shall inure to the benefit of and be binding upon Investor, Monaker and their respective successors and legal representatives. Neither Monaker , nor any Investor may assign this Agreement or any rights or obligation hereunder without the prior written consent of the other party.

(c)       

This Agreement, together with Transaction Documents, constitutes the entire agreement among the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, among the parties hereto with respect to the subject matter hereof and thereof.

(d)       

If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby.

(e)       

THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PROVISIONS RELATING TO CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT ONLY IN STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK, NEW YORK AND HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

(f)       

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(g)       

Facsimile signatures shall be construed and considered original signatures for purposes of enforcement of the terms of this agreement.

(h)           Manner in Which Title Is to Be Held: (check one)

SIGNATURE PAGE FOLLOWS

SIGNATURE PAGE

Monaker Group, Inc. 8-K

Exhibit 10.2

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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 Date for value received and subject to the provisions hereinafter set forth, Name, or its assigns (the “Holder”), is entitled to purchase from MONAKER GROUP, INC ., a Nevada corporation (the “Company”), at a price of $ 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”).

1.       

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 Expiration Date (the “ Expiration Date ”).

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

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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.

2.       

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.

3.       

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

3

(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.

4.       

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.

4

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.

5.       

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.

6.       

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

7.       

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.

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8.       

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.

9.       

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]

6

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.

7

Schedule A

Shares of Common Stock Purchased Upon Exercise

8

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. 

9

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.

10

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:

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:

DATED: _____________________, 20___ ____________________________________

(Signature of Holder or Authorized Signatory)

Signature Guaranteed: