Monaker Group, Inc. (Form: 8-K, Received: 11/04/2019 17:27:56)

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): October 29, 2019

MONAKER GROUP, INC.

(Exact name of Registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

001-38402	26-3509845
(Commission File Number)	(I.R.S. Employer Identification No.)

2893 Executive Park Drive, Suite 201

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock,

$.0001 Par Value Per Share

MKGI

The NASDAQ Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 29, 2019, Monaker Group, Inc. (the “Company”, “we” and “us”), borrowed $171,500 ($175,000 less a 2% original issuance discount) from certain of its directors and entered into Promissory Notes to evidence such loans, as discussed below in Item 2.03, which information is incorporated by reference in this Item 1.01 by reference in its entirety.

Sale of Verus Series A Preferred Stock

On October 29, 2019, the Company entered into Stock Purchase Agreements with each of (a) the Donald P. Monaco Insurance Trust, of which Donald Monaco is the trustee and a member of the Board of Directors of the Company (the “Trust”); (b) William Kerby, the Chief Executive Officer and director of the Company (“Kerby”); and (c) Simon Orange, a member of the Board of Directors of the Company (“Orange”)(collectively, the “Purchasers” and the “Stock Purchase Agreements”). Pursuant to the Stock Purchase Agreements, the Company agreed to sell the Purchasers 25,562,500 shares (1,562,500 shares to Kerby and 12,500,000 shares to each of the Trust and Orange) of restricted Series A Convertible Preferred Stock of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (“Verus”), which the Company then held (out of the 44,470,101 shares of Series A Convertible Preferred Stock of Verus which the Company then held) for an aggregate of $425,000 ($25,000 from Kerby and $200,000 each from the Trust and Orange), or $0.016 per share. The purchase price for the Verus shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Verus’ common stock on the OTCQB Market, as publicly reported. The sales contemplated by the Stock Purchase Agreements with the Trust and Kerby closed on October 30, 2019 and the sale contemplated by the Stock Purchase Agreement with Orange is anticipated to close shortly after November 4, 2019.

Each of the purchasers agreed not to sell or transfer any of the purchased shares for a period of 30 days following the closing.

The above summary of the Stock Purchase Agreements is qualified in its entirety by reference to the actual terms and conditions of the Stock Purchase Agreements, which are filed as Exhibit 10.1, 10.2 and Exhibit 10.3 hereto and incorporated into this Item 1.01 by reference in their entirety.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information and disclosures in Item 1.01 above relating to the Stock Purchase Agreements and the sale of Verus shares are incorporated into this Item 2.01 by reference in their entirety.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 29, 2019, the Company entered into Promissory Notes in the amount of $150,000 and $25,000, with Robert J. Mendola, Jr. and Pasquale LaVecchia, respectively, two of its directors (the “Promissory Notes”) to evidence amounts borrowed from such directors.

The amounts borrowed under the Promissory Notes accrue interest at the rate of 12% per annum (18% upon the occurrence of an event of default) and are due and payable on February 1, 2020, provided that the notes may be prepaid at any time without penalty (provided that all interest that would have been due had the notes remained outstanding through maturity must be paid at the time of repayment). The Company paid a 2% original issue discount in connection with the notes. The Promissory Notes contain standard and customary events of default. The Company agreed pursuant to the Promissory Notes that without the written consent of the note holders, the Company would not sell more than $500,000 in debt following the date of the notes, until such notes are repaid in full.

The foregoing description of the Promissory Notes is not complete and is qualified in its entirety by reference to the full text thereof, incorporated by reference as Exhibits 10.4 and 10.5 to this Current Report on Form 8-K, and incorporated by reference in this Item 2.03 in their entirety.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number		Description
10.1		Stock Purchase Agreement between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust, dated October 29, 2019, relating to the sale of Verus International, Inc. Series A Convertible Preferred Stock
10.2		Stock Purchase Agreement between Monaker Group, Inc. and William Kerby, dated October 29, 2019, relating to the sale of Verus International, Inc. Series A Convertible Preferred Stock
10.3		Stock Purchase Agreement between Monaker Group, Inc. and Simon Orange, dated October 29, 2019, relating to the sale of Verus International, Inc. Series A Convertible Preferred Stock
10.4		$25,000 Promissory Note dated October 29, 2019, entered into by Monaker Group, Inc. in favor of Pasquale LaVecchia
10.5		$150,000 Promissory Note dated October 29, 2019, entered into by Monaker Group, Inc. in favor of Robert J. Mendola, Jr.

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: November 4, 2019	By:	/s/ William Kerby
		Name:	William Kerby
		Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
10.1		Stock Purchase Agreement between Monaker Group, Inc. and the Donald P. Monaco Insurance Trust, dated October 29, 2019, relating to the sale of Verus International, Inc. Series A Convertible Preferred Stock
10.2		Stock Purchase Agreement between Monaker Group, Inc. and William Kerby, dated October 29, 2019, relating to the sale of Verus International, Inc. Series A Convertible Preferred Stock
10.3		Stock Purchase Agreement between Monaker Group, Inc. and Simon Orange, dated October 29, 2019, relating to the sale of Verus International, Inc. Series A Convertible Preferred Stock
10.4		$25,000 Promissory Note dated October 29, 2019, entered into by Monaker Group, Inc. in favor of Pasquale LaVecchia
10.5		$150,000 Promissory Note dated October 29, 2019, entered into by Monaker Group, Inc. in favor of Robert J. Mendola, Jr.

Monaker Group, Inc. 8-K

Exhibit 10.1

Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into on the __ day of October 2019, by and among William Kerby (the “Purchaser”);

and

Monaker Group, Inc., a Nevada corporation (the “Seller”), with its principal place of business at 2893 Executive Park Drive, Suite 201, Weston, Florida 33331.

The Purchaser and the Seller are also referred to herein individually as a “Party” and collectively as the “Parties.”

A.	Seller owns 44,470,101 shares of restricted Series A Convertible Preferred Stock of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (the “Seller Shares”), a Delaware corporation (the “Company”);

B.	Seller is willing to sell 3,125,000 of the Seller Shares (the “Shares”) to the Purchaser pursuant to the terms of this Agreement; and

C.	The Purchaser desires to purchase the Shares from the Seller pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

Purchase and Sale of the Shares; Option

Section 1.01. Purchase and Sale. On the Closing Date (as defined below) (the “Closing”) and upon the terms and subject to the conditions set forth herein, the Seller shall deliver the Shares of the Company to the Purchaser free and clear of all liens and encumbrances (other than restrictions due to the fact that the Shares are ‘restricted securities’ as such term is defined in Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”)), and the Purchaser shall purchase the Shares from the Seller for an aggregate of $50,000 ($0.016 per Share) (the “Purchase Price”).

Section 1.02. Delivery of Stock Power; Payment of Purchase Price. At the Closing: (a) Seller shall deliver to the Purchaser stock powers duly endorsed in blank together with certificates evidencing the Shares (collectively, the “Share Materials”); and (b) the Purchaser shall deliver the Purchase Price to the Seller.

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Section 1.03. Closing. The Closing of the transactions contemplated by this Agreement shall take place at the offices of Monaker Group, Inc., or remotely by mail, facsimile, e-mail and/or wire transfer, in each case to the extent acceptable to the Parties hereto, or at such other place as is mutually acceptable to the Parties on such date which is mutually acceptable to the Parties (as applicable, the “Closing Date”), but no later than October 30, 2019 (the “Required Closing Date”).

ARTICLE II

Representations and Warranties of the Seller

Subject to all of the terms, conditions and provisions of this Agreement, the Seller represents and warrants to the Purchaser as follows:

Section 2.01. Authority. The Seller has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Seller has duly and validly executed and delivered this Agreement and will, on or prior to the Closing, and shall execute such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto. Seller is authorized to affect the transactions contemplated herein. This Agreement constitutes the legal, valid and binding obligation of the Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the creditors’ rights generally and general equitable principles.

Section 2.02. No Conflict. The execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby, do not and will not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) result in or require the creation of any lien upon the Shares.

Section 2.03. Title to Shares. The Seller is the sole record and beneficial owner of the Shares of the Company’s common stock owned by such Seller (defined herein as the “Seller’s Shares”) and has good and marketable title to all of the Seller’s Shares, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances. The Seller has sole managerial and dispositive authority with respect to the Seller’s Shares and has not granted any person a proxy or option to buy the Seller’s Shares that has not expired or been validly withdrawn. The sale and delivery of the Seller’s Shares to the Purchaser pursuant to this Agreement will vest in the Purchaser the legal and valid title to the Seller’s Shares acquired by the Purchaser hereunder, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever, except for those associated with the restricted nature of the securities (“Encumbrances”).

Section 2.04. Brokers, Finders and Financial Advisors. No broker, finder or financial advisor has acted for the Seller in connection with this Agreement or the transactions contemplated hereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with Seller.

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Section 2.05 Lock-Up. Seller will not Transfer any of the Shares for a period of 30 days following the Closing. “Transfer” means offer for sale, sell, pledge, hypothecate, transfer, assign or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the sale, pledge, hypothecation, transfer, assignment or other disposition at any time) (including, without limitation, by operation of law) of any Shares or enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise.

ARTICLE III

Representations and Warranties of Purchaser

Subject to all of the terms, conditions and provisions of this Agreement the Purchaser hereby represents and warrants to the Seller as follows:

Section 3.01. Authority. The Purchaser has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Purchaser has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.

Section 3.02. No Conflict. The execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which the Purchaser is a party or by which the Purchaser is bound or affected.

Section 3.03. Brokers, Finders and Financial Advisors. No broker, finder or financial advisor has acted for the Purchaser in connection with this Agreement or the transactions contemplated hereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with the Purchaser.

Section 3.04. Exempt Transaction. The Purchaser understands that the offering and sale of the Shares (the “Securities”) is intended to be exempt from registration under the Securities Act and exempt from registration or qualification under any state law.

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Section 3.05. Representations of Purchaser. The Purchaser hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following:

(a)

Purchaser has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in the Securities;

(b)

The Purchaser realizes that the Securities cannot readily be sold as they will be restricted securities and therefore the Securities must not be accepted unless the Purchaser has liquid assets sufficient to assure that the Purchaser can provide for current needs and possible personal contingencies;

(c)

The Purchaser confirms and represents that it is able (i) to bear the economic risk of the Securities, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of the Securities;

(d)

The Purchaser is aware of, has received and had an opportunity to review (A) the (i) Company’s Annual Report on Form 10-K for the year ended December 31, 2018; and (ii) the Company’s Quarterly Reports on Form 10-Q and current reports on Form 8-K (which filings can be accessed by going to https://www.sec.gov/search/search.htm, typing “Verus International” in the “Company name” field, and clicking the “Search” button), in each case (i) through (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of the Company; (B) has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company as filed with the Securities and Exchange Commission; and (C) is not relying on any oral representation of the Seller or any other person, nor any written representation or assurance from the Seller; in connection with Purchaser’s acceptance of the Shares and investment decision in connection therewith;

(e)

The Purchaser has reviewed the designations providing for the rights and preferences of the Securities^[1]; and

¹ https://www.sec.gov/Archives/edgar/data/1430523/000149315219001779/ex3-1.htm and

https://www.sec.gov/Archives/edgar/data/1430523/000149315219005157/ex3-1.htm

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(f)

Purchaser understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Securities in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.”

Section 3.06. U.S.A. Patriot Act Representations. The Purchaser hereby represents and warrants that it is not, nor is it acting as an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, the Purchaser has complied with all applicable U.S. laws, regulations, directives, and executive orders imposing economic sanctions, embargoes, export controls or anti-money laundering requirements, including but not limited to the following laws: (1) the International Emergency Economic Powers Act, 50 U.S.C. 1701-1706; (2) the National Emergencies Act, 50 U.S.C. 1601-1651; (3) section 5 of the United Nations Participation Act of 1945, 22 U.S.C. 287c; (4) Section 321 of the Antiterrorism Act, 18 U.S.C. 2332d; (5) the Export Administration Act of 1979, as amended, 50 U.S.C. app. 2401-2420; (6) the Trading with the Enemy Act, 50 U.S.C. app. 1 et seq.; (7) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (8) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001 (collectively the “Regulations”).

ARTICLE IV

Covenants

Section 4.01. Further Assurances. The Seller and Purchaser agree that, from time to time, whether before, at or after the Closing, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents (a) as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement; or (b) to effect or evidence the transfer to the Purchaser of the Shares held by or in the name of the Seller.

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Section 4.02. Survival of Representations. All representations, warranties, and agreements made by any Party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any Party.

ARTICLE V

Conditions to Closing

Section 5.01. Conditions to Obligations of Seller. The obligations of the Seller to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions, except as the Seller may waive in writing:

(a)

The Purchaser shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing;

(b)

The representations and warranties of the Purchaser in this Agreement shall have been true and correct on the date hereof as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; and

(c)

The Purchaser shall have delivered the Purchase Price to the Seller as described in Section 1.02 above.

Section 5.02. Conditions to Obligations of Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as the Purchaser may waive in writing:

(a)

The Seller shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing;

(b)

The representations and warranties of Seller in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing;

(c)

The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and

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ARTICLE VI

Miscellaneous

Section 6.01. Benefit and Burden. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and their successors and permitted assigns.

Section 6.02. No Third Party Rights. Nothing in this Agreement shall be deemed to create any right in any creditor or other person not a Party hereto and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party; provided that the Company shall be able to rely on the representations and warranties of the Seller and the Purchaser made in Articles II and III above for any and all purposes.

Section 6.03. Amendments and Waiver. No amendment, modification, restatement or supplement of this Agreement shall be valid unless the same is in writing and signed by the Parties hereto. No waiver of any provision of this Agreement shall be valid unless set forth in writing and signed by all Parties.

Section 6.04. Assignments. The Purchaser may assign any of its rights, interests and obligations under this Agreement prior to Closing and must notify in advance the Seller in writing. Any assignee of the Purchaser must agree to the terms and conditions hereof in total and execute an agreement in a similar form as this Agreement with the Seller.

Section 6.05. Severability. Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

Section 6.06. Remedies. The Parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the Parties agree that if any Party fails or refuses to fulfill any of its obligations under this Agreement or to make any payment or deliver any instrument required hereunder, then the other Party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such Party might be entitled.

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Section 6.07. Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

Section 6.08. Submission to Jurisdiction. Each of the Parties hereby: (a) irrevocably submits to the non-exclusive personal jurisdiction of any Florida court, over any claim arising out of or relating to this Agreement and irrevocably agrees that all such claims may be heard and determined in such Florida court; and (b) irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue in any proceeding brought in a Florida court.

Section 6.09. Expenses; Prevailing Party Costs. The Seller and the Purchaser shall pay their own expenses incident to this Agreement and the transactions contemplated hereby. Notwithstanding anything contained herein to the contrary, if any Party commences an action against another Party to enforce any of the terms, covenants, conditions or provisions of this Agreement, or because of a breach by a Party of its obligations under this Agreement, the prevailing Party in any such action shall be entitled to recover its losses, including reasonable attorneys’ fees, incurred in connection with the prosecution or defense of such action, from the losing Party.

Section 6.10. Entire Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.

Section 6.11. Construction. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “or“ is not exclusive; (iii) “including” means including without limitation; (iv) words in the singular include the plural and words in the plural include the singular, and words importing the masculine gender include the feminine and neuter genders; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (viii) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email; (ix) reference to a particular statute, regulation or law means such statute, regulation or Law as amended or otherwise modified from time to time; (x) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (xi) the paragraph and section headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement; and (xii) references to “dollars”, “Dollars” or “$” in this Agreement shall mean United States dollars.

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Section 6.12. Review and Construction of Documents. Seller represents to the Purchaser and the Purchaser represents to the Seller, that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

Section 6.13. Counterparts and Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, the other Party shall re-execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Remainder of page left intentionally blank. Signature page follows.]

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

PURCHASER


/s/ Bill Kerby
William Kerby


SELLER

Monaker Group, Inc.

By:	/s/ Sirapop Taepakdee





Its:	Controller

Printed Name:	Sirapop Taepakdee

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Monaker Group, Inc. 8-K

Exhibit 10.2

Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into on the __th day of October 2019, by and among the Donald P. Monaco Insurance Trust (the “Purchaser”);

and

Monaker Group, Inc., a Nevada corporation (the “Seller”), with its principal place of business at 2893 Executive Park Drive, Suite 201, Weston, Florida 33331.

The Purchaser and the Seller are also referred to herein individually as a “Party” and collectively as the “Parties.”

A.	Seller owns 44,470,101 shares of restricted Series A Convertible Preferred Stock of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (the “Seller Shares”), a Delaware corporation (the “Company”);

B.	Seller is willing to sell 12,500,000 of the Seller Shares (the “Shares”) to the Purchaser pursuant to the terms of this Agreement; and

C.	The Purchaser desires to purchase the Shares from the Seller pursuant to the terms and conditions set forth in this Agreement.

ARTICLE I

Purchase and Sale of the Shares; Option

Section 1.01. Purchase and Sale. On the Closing Date (as defined below) (the “Closing”) and upon the terms and subject to the conditions set forth herein, the Seller shall deliver the Shares of the Company to the Purchaser free and clear of all liens and encumbrances (other than restrictions due to the fact that the Shares are ‘restricted securities’ as such term is defined in Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”)), and the Purchaser shall purchase the Shares from the Seller for an aggregate of $200,000 ($0.016 per Share) (the “Purchase Price”).

Page 1 of 10

Stock Purchase Agreement – Monaco Trust

Monaker Group, Inc.

October 2019

ARTICLE II

Representations and Warranties of the Seller

Subject to all of the terms, conditions and provisions of this Agreement, the Seller represents and warrants to the Purchaser as follows:

Page 2 of 10

Stock Purchase Agreement – Monaco Trust

Monaker Group, Inc.

October 2019

ARTICLE III

Representations and Warranties of Purchaser

Subject to all of the terms, conditions and provisions of this Agreement the Purchaser hereby represents and warrants to the Seller as follows:

Page 3 of 10

Stock Purchase Agreement – Monaco Trust

Monaker Group, Inc.

October 2019

Section 3.05. Representations of Purchaser. The Purchaser hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following:

(a)

(b)

(c)

(d)

(e)

The Purchaser has reviewed the designations providing for the rights and preferences of the Securities^[1]; and

¹ https://www.sec.gov/Archives/edgar/data/1430523/000149315219001779/ex3-1.htm and

https://www.sec.gov/Archives/edgar/data/1430523/000149315219005157/ex3-1.htm

Page 4 of 10

Stock Purchase Agreement – Monaco Trust

Monaker Group, Inc.

October 2019

(f)

Purchaser understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Securities in substantially the following form:

ARTICLE IV

Covenants

Page 5 of 10

Stock Purchase Agreement – Monaco Trust

Monaker Group, Inc.

October 2019

ARTICLE V

Conditions to Closing

(a)

(b)

(c)

The Purchaser shall have delivered the Purchase Price to the Seller as described in Section 1.02 above.

(a)

(b)

(c)

The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and

Page 6 of 10

Stock Purchase Agreement – Monaco Trust

Monaker Group, Inc.

October 2019

ARTICLE VI

Miscellaneous

Section 6.01. Benefit and Burden. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and their successors and permitted assigns.

Page 7 of 10

Stock Purchase Agreement – Monaco Trust

Monaker Group, Inc.

October 2019

Page 8 of 10

Stock Purchase Agreement – Monaco Trust

Monaker Group, Inc.

October 2019

[Remainder of page left intentionally blank. Signature page follows.]

Page 9 of 10

Stock Purchase Agreement – Monaco Trust

Monaker Group, Inc.

October 2019

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

PURCHASER

Donald P. Monaco Insurance Trust

	By:	/s/ Don Monaco


	Its:	Trustee

	Printed Name:	Donald P. Monaco

SELLER

Monaker Group, Inc.

/s/ William Kerby
William Kerby
CEO

Page 10 of 10

Stock Purchase Agreement – Monaco Trust

Monaker Group, Inc.

October 2019

Monaker Group, Inc. 8-K

Exhibit 10.3

Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into on the __th day of October 2019, by and among Simon Orange (the “Purchaser”);

and

Monaker Group, Inc., a Nevada corporation (the “Seller”), with its principal place of business at 2893 Executive Park Drive, Suite 201, Weston, Florida 33331.

The Purchaser and the Seller are also referred to herein individually as a “Party” and collectively as the “Parties.”

Seller owns 44,470,101 shares of restricted Series A Convertible Preferred Stock of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (the “Seller Shares”), a Delaware corporation (the “Company”);

Seller is willing to sell 12,500,000 of the Seller Shares (the “Shares”) to the Purchaser pursuant to the terms of this Agreement; and

The Purchaser desires to purchase the Shares from the Seller pursuant to the terms and conditions set forth in this Agreement.

ARTICLE I

Purchase and Sale of the Shares; Option

Section 1.01. Purchase and Sale. On the Closing Date (as defined below) (the “Closing”) and upon the terms and subject to the conditions set forth herein, the Seller shall deliver the Shares of the Company to the Purchaser free and clear of all liens and encumbrances (other than restrictions due to the fact that the Shares are ‘restricted securities’ as such term is defined in Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”)), and the Purchaser shall purchase the Shares from the Seller for an aggregate of $200,000 ($0.016 per Share) (the “Purchase Price”).

Page 1 of 10

Stock Purchase Agreement - Orange

Monaker Group, Inc.

October 2019

ARTICLE II

Representations and Warranties of the Seller

Subject to all of the terms, conditions and provisions of this Agreement, the Seller represents and warrants to the Purchaser as follows:

Page 2 of 10

Stock Purchase Agreement - Orange

Monaker Group, Inc.

October 2019

ARTICLE III

Representations and Warranties of Purchaser

Subject to all of the terms, conditions and provisions of this Agreement the Purchaser hereby represents and warrants to the Seller as follows:

Page 3 of 10

Stock Purchase Agreement - Orange

Monaker Group, Inc.

October 2019

Section 3.05. Representations of Purchaser. The Purchaser hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following:

(a)

(b)

(c)

(d)

(e)

The Purchaser has reviewed the designations providing for the rights and preferences of the Securities¹; and

¹https://www.sec.gov/Archives/edgar/data/1430523/000149315219001779/ex3-1.htm and https://www.sec.gov/Archives/edgar/data/1430523/000149315219005157/ex3-1.htm

Page 4 of 10

Stock Purchase Agreement - Orange

Monaker Group, Inc.

October 2019

(f)

Purchaser understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Securities in substantially the following form:

ARTICLE IV

Covenants

Page 5 of 10

Stock Purchase Agreement - Orange

Monaker Group, Inc.

October 2019

ARTICLE V

Conditions to Closing

(a)

(b)

(c)

The Purchaser shall have delivered the Purchase Price to the Seller as described in Section 1.02 above.

(a)

(b)

(c)

The Seller shall have delivered the Share Materials to the Purchaser as described in Section 1.02 above; and

Page 6 of 10

Stock Purchase Agreement - Orange

Monaker Group, Inc.

October 2019

ARTICLE VI

Miscellaneous

Section 6.01. Benefit and Burden. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and their successors and permitted assigns.

Page 7 of 10

Stock Purchase Agreement - Orange

Monaker Group, Inc.

October 2019

Section 6.11. Construction. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “or” is not exclusive; (iii) “including” means including without limitation; (iv) words in the singular include the plural and words in the plural include the singular, and words importing the masculine gender include the feminine and neuter genders; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (viii) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email; (ix) reference to a particular statute, regulation or law means such statute, regulation or Law as amended or otherwise modified from time to time; (x) any definition of or reference to any agreement, instrument or other document herein shall be construed

Page 8 of 10

Stock Purchase Agreement - Orange

Monaker Group, Inc.

October 2019

as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (xi) the paragraph and section headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement; and (xii) references to “dollars”, “Dollars” or “$” in this Agreement shall mean United States dollars.

[Remainder of page left intentionally blank. Signature page follows.]

Page 9 of 10

Stock Purchase Agreement - Orange

Monaker Group, Inc.

October 2019

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

PURCHASER




Simon Orange


SELLER

Monaker Group, Inc.

/s/ Bill Kirby
William Kerby
CEO

Page 10 of 10

Stock Purchase Agreement - Orange

Monaker Group, Inc.

October 2019

Monaker Group, Inc. 8-K

Exhibit 10.4

PROMISSORY NOTE

$25,000

October [ ], 2019

FOR VALUE RECEIVED, the undersigned, Monaker Group, Inc., a Nevada company, having an address at 2893 Executive Park Drive, Suite 201, Weston FL 33331 (“Borrower”), promises to pay to the order of Pasquale LaVecchia (“Lender”), the principal sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000) (or as such funds may be loaned from time to time hereunder, the “Principal Amount”), together with interest on the unpaid Principal Amount thereof from the date of the execution (the “Execution Date”), at the rates provided herein until February 1, 2020 (the “Maturity Date”). From and after (i) the Maturity Date, whether upon stated maturity, acceleration or otherwise, or (ii) the date on which the interest rate hereunder is increased to the Default Rate (as hereinafter defined) as provided herein, interest shall be computed at the Default Rate. A total of 2% of the Principal Amount shall be paid to the Lender as an original issue discount at the time this Note is funded.

As used herein, the term “Default Rate” shall mean a rate of interest of eighteen percent (18.0%) per annum, but in no event shall the Default Rate be in excess of the Maximum Rate (as hereinafter defined).

Interest hereunder shall accrue from the Execution Date to the Maturity Date, at the rate of twelve (12.0%) percent per annum. All principal, interest and other sums due hereunder shall be due and payable in full on the Maturity Date.

This Note may be prepaid in whole or in part at any time, without penalty or premium provided that upon such payment, all interest which would have been due had the Note remained outstanding through the Maturity Date shall be due and payable.

Borrower hereby waives trial by jury. No extension of time for payment of this Note or any installment hereof, no alteration, amendment or waiver of any provision of this Note and no release or substitution of any collateral securing Borrower’s obligations hereunder shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower under this Note.

Any forbearance by the holder of this Note in exercising any right or remedy hereunder or under any other agreement or instrument in connection with the Loan or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any right or remedy by the holder of this Note. The acceptance by the holder of this Note of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of the right of the holder of this Note to require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.

If this Note is placed in the hands of an attorney for collection, Borrower shall pay all costs incurred and reasonable attorneys’ fees for legal services in the collection effort, whether or not suit be brought.

At the written election of the holder of this Note, all payments due hereunder may be accelerated, and this Note shall become immediately due and payable, upon the occurrence of any of the following events (each an “Event of Default”): (1) Borrower fails to pay on or before the date due, any amount of principal and/or interest payable hereunder, including, but not limited to the Maturity Date; (2) Borrower fails to perform or observe any other term or provision of this Note with respect to payment; provided, however, that Borrower shall be provided with a ten (10) calendar day period to cure same; (3) Borrower fails to perform or observe any other term or provision of this Note; provided, however, that Borrower shall be provided with written notice from Lender of any non-monetary default under this Note and a thirty (30) calendar day period to cure same; or (4) there exists a default under or misrepresentation contained in any other agreement, document or certificate of Borrower in connection with the Loan, which default is not cured within any grace period expressly provided therefor in such document. In addition to the rights and remedies provided herein, the holder of this Note may exercise any other right or remedy in any other document, instrument or agreement evidencing, securing or otherwise relating to the indebtedness evidenced hereby in accordance with the terms thereof, or under applicable law, all of which rights and remedies shall be cumulative.

If this Note is transferred in any manner, the right, option or other provisions herein shall apply with equal effect in favor of any subsequent holder hereof.

This Note is one of two substantially similar Notes issued by the Borrower in the aggregate amount of $175,000 on or around the date hereof (the “Note Amounts”). Without the prior written consent of the holders of the notes evidencing the Note Amounts, the Borrower shall not sell more than $500,000 in debt through the date this Note is paid in full (which Note Amounts shall not count against such limit).

Notwithstanding anything to the contrary contained herein, under no circumstances shall the aggregate amount paid or agreed to be paid hereunder exceed the highest lawful rate permitted under applicable usury law (the “Maximum Rate”) and the payment obligations of Borrower under this Note are hereby limited accordingly. If under any circumstances, whether by reason of advancement or acceleration of the maturity of the unpaid principal balance hereof or otherwise, the aggregate amounts paid on this Note shall include amounts which by law are deemed interest and which would exceed the Maximum Rate, Borrower stipulates that payment and collection of such excess amounts shall have been and will be deemed to have been the result of a mistake on the part of both Borrower and the holder of this Note, and the party receiving such excess payments shall promptly credit such excess (to the extent only of such payments in excess of the Maximum Rate) against the unpaid principal balance hereof and any portion of such excess payments not capable of being so credited shall be refunded to Borrower.

Page 2 of 5

Promissory Note

Monaker Group, Inc. and

Pasquale LaVecchia

All payments of principal and interest hereunder are payable in lawful money of the United States of America and shall be made as instructed by Lender.

Borrower is hereby prohibited from exercising against Lender, any right or remedy which it might otherwise be entitled to exercise against Lender, including, without limitation, any right of setoff or any defense. Any other claim that Borrower may have, arising from or related to the transaction evidenced by this Note shall be asserted only against the Lender.

This Note shall be binding on the parties hereto and their respective heirs, legal representatives, executors, successors and assigns.

This Note shall be construed without any regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted.

This Note shall be governed by the laws of the State of Florida without regard to choice of law consideration. Borrower hereby irrevocably consents to the jurisdiction of the courts of the State of Florida and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note or the Agreement.

This Note may not be changed or terminated orally.

A determination that any portion of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision to the extent legally permissible and otherwise as it may apply to other persons or circumstances.

Page 3 of 5

Promissory Note

Monaker Group, Inc. and

Pasquale LaVecchia

JURY TRIAL WAIVER. BORROWER AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY BORROWER OR THE HOLDER OF THIS NOTE ON OR WITH RESPECT TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. BORROWER ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF THERE ARE NO DEFENSES OR OFFSETS TO ANY AMOUNTS DUE IN CONNECTION WITH THE LOAN. FURTHER, BORROWER WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVERS SET FORTH IN THIS PARAGRAPH WERE NOT A PART OF THIS NOTE.

[Remainder of this page intentionally left blank.]

Page 4 of 5

Promissory Note

Monaker Group, Inc. and

Pasquale LaVecchia

IN WITNESS WHEREOF, the undersigned has executed this Note on the date set forth above.

WITNESS:	BORROWER:

/s/ Gesarela Miller	Monaker Group, Inc, a Nevada company

	By:	/s/ Bill Kerby
		Name:	Bill Kerby
		Title:	CEO
Gesarela Miller
Name:

Page 5 of 5

Promissory Note

Monaker Group, Inc. and

Pasquale LaVecchia

Monaker Group, Inc. 8-K

Exhibit 10.5

PROMISSORY NOTE

$150,000

October [ ], 2019

FOR VALUE RECEIVED, the undersigned, Monaker Group, Inc., a Nevada company, having an address at 2893 Executive Park Drive, Suite 201, Weston FL 33331 (“Borrower”), promises to pay to the order of Jamie Mendola (“Lender”), the principal sum of ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) (or as such funds may be loaned from time to time hereunder, the “Principal Amount”), together with interest on the unpaid Principal Amount thereof from the date of the execution (the “Execution Date”), at the rates provided herein until February 1, 2020 (the “Maturity Date”). From and after (i) the Maturity Date, whether upon stated maturity, acceleration or otherwise, or (ii) the date on which the interest rate hereunder is increased to the Default Rate (as hereinafter defined) as provided herein, interest shall be computed at the Default Rate. A total of 2% of the Principal Amount shall be paid to the Lender as an original issue discount at the time this Note is funded.

If this Note is transferred in any manner, the right, option or other provisions herein shall apply with equal effect in favor of any subsequent holder hereof.

Page 2 of 5

Promissory Note

Monaker Group, Inc. and

Jamie Mendola

All payments of principal and interest hereunder are payable in lawful money of the United States of America and shall be made as instructed by Lender.

This Note shall be binding on the parties hereto and their respective heirs, legal representatives, executors, successors and assigns.

This Note shall be construed without any regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted.

This Note may not be changed or terminated orally.

Page 3 of 5

Promissory Note

Monaker Group, Inc. and

Jamie Mendola

[Remainder of this page intentionally left blank.]

Page 4 of 5

Promissory Note

Monaker Group, Inc. and

Jamie Mendola

IN WITNESS WHEREOF, the undersigned has executed this Note on the date set forth above.

WITNESS:	BORROWER:

/s/ Sirapop Taepakdee	Monaker Group, Inc, a Nevada company

	By:	/s/ Bill Kerby
		Name:	Bill Kerby
		Title:	CEO
Sirapop Taepakdee
Name:

Page 5 of 5

Promissory Note

Monaker Group, Inc. and

Jamie Mendola