mkgi_ex10-1





 







Exhibit 10.1



FORM OF
LOCK-UP AGREEMENT


 


May 17,
2021


 


Kingswood
Capital Markets,


division
of Benchmark Investments, Inc.


17
Battery Place, Suite 625


New
York, NY 10017


 


 



Re: 

Underwriting
Agreement, dated May 13, 2021, by and between Monaker Group, Inc.,
a Nevada corporation (the “Company”) and Kingswood
Capital Markets, division of Benchmark Investments, Inc., acting as
representative to the several underwriters (the “Representative”).





 


Ladies
and Gentlemen:

 


The
undersigned irrevocably agrees with the Company that, from the date
hereof until 45 days following the date of the Underwriting
Agreement (the “Underwriting Agreement”)
entered into by and among the Company and the Representative (such
period, the “Restriction Period”), the
undersigned will not offer, sell, contract to sell, hypothecate,
pledge or otherwise dispose of (or enter into any transaction which
is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the undersigned
or any Affiliate (as defined in the Underwriting Agreement) of the
undersigned or any person in privity with the undersigned or any
Affiliate of the undersigned), directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), with respect to, any shares of common stock of
the Company or securities convertible, exchangeable or exercisable
into, shares of common stock of the Company beneficially owned,
held or hereafter acquired by the undersigned (the
“Securities”). Beneficial
ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act. In order to enforce this covenant, the Company
shall impose irrevocable stop-transfer instructions preventing the
transfer agent of the Company from effecting any actions in
violation of this letter agreement. The Representative may consent
to an early release from the Restriction Period if, in their sole
and absolute discretion, the market for the Securities would not be
adversely impacted by sales and in cases of financial emergency.
The restrictions contained in this letter agreement shall not apply
to the Securities to be sold pursuant to the Underwriting Agreement
on behalf of the undersigned, if any.


 


The
undersigned acknowledges that the execution, delivery and
performance of this letter agreement is a material inducement to
the underwriters to perform under the Underwriting Agreement and
that the Representative (which shall be a third party beneficiary
of this letter agreement) and the Company shall be entitled to
specific performance of the undersigned’s obligations
hereunder. The undersigned hereby represents that the undersigned
has the power and authority to execute, deliver and perform this
letter agreement, that the undersigned has received adequate
consideration therefor and that the undersigned will indirectly
benefit from the closing of the transactions contemplated by the
Underwriting Agreement.


 







 








 






This
letter agreement may not be amended or otherwise modified in any
respect without the written consent of each of the Company, the
Representative and the undersigned. This letter agreement shall be
construed and enforced in accordance with the laws of the State of
New York without regard to the principles of conflict of laws. The
undersigned hereby irrevocably submits
to the exclusive jurisdiction of the United States District Court
sitting in the Southern District of New York and the courts of the
State of New York located in Manhattan, for the purposes of any
suit, action or proceeding arising out of or relating to this
letter agreement, and hereby waives, and agrees not to assert in
any such suit, action or proceeding, any claim that (i) it is not
personally subject to the jurisdiction of such court, (ii) the
suit, action or proceeding is brought in an inconvenient forum, or
(iii) the venue of the suit, action or proceeding is
improper. The undersigned hereby irrevocably waives personal
service of process and consents to process being served in any such
suit, action or proceeding by receiving a copy thereof sent to the
Company at the address in effect for notices to it under the
Underwriting Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof. The undersigned hereby waives any right to a trial by
jury. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. The
undersigned agrees and understands that this letter agreement does
not intend to create any relationship between the undersigned and
the Representative and that no issuance or sale of the Securities
is created or intended by virtue of this letter
agreement.

 


By its
signature below, the transfer agent of the Company hereby
acknowledges and agrees that, reflecting this letter agreement, it
has placed an irrevocable stop transfer instruction on all
Securities beneficially owned by the undersigned until the end of
the Restriction Period. This letter agreement shall be binding on
successors and assigns of the undersigned with respect to the
Securities and any such successor or assign shall enter into a
similar agreement for the benefit of the
Representative.


 


 


***
SIGNATURE PAGE FOLLOWS***


 


 




 








 






 


This
letter agreement may be executed in two or more counterparts, all
of which when taken together may be considered one and the same
agreement.


 


_________________________


Signature

 


__________________________


Print
Name

 


__________________________


Position
in Company, if any


 


Address
for Notice:

 






__________________________


 



__________________________


 



__________________________

 

 




Number
of shares of Common Stock


 










Number
of shares of Common Stock underlying subject to warrants, options,
debentures or other convertible securities

 


By
signing below, the Company agrees to enforce the restrictions on
transfer set forth in this letter agreement.


 


MONAKER
GROUP, INC.


 


By:
_________________________________


Name:
William Kerby


Title:
Chief Executive Officer


 


 


Acknowledged
and agreed to


as of
the date set forth above:


 


COLONIAL
STOCK TRANSFER CO, INC.


 


By:
_________________________________


Name:




Title: