Monaker Group, Inc. 10-K


Exhibit
10.34 


 


JOINT
VENTURE ACQUISITION AGREEMENT


 


This
Joint Venture Acquisition Agreement (This “Agreement”) dated as of June 5, 2014 is made by and between
NEXT 1 Interactive, Inc., a Nevada Corporate (“NEXT 1”) located at 2690 Weston Road, Weston FL 33331
and Launch 360 Media Inc., a Nevada corporation (“launch”) located at 8115 North Circle Dr. Houston,
Texas 77071.


 


Whereas,
the parties agree to contribution certain assets, licenses (as defined herein) and create a Joint Venture Acquisition, all
upon the terms and subject to the conditions hereinafter set forth.


 


Now,
therefore, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as follows.


 


I.
       Acquisition Company


 


Cherokee
Black Entertainment, Inc. Through its subsidiary Company Launch 360 Media, Inc. will acquire the Home & Away channel assets
including the R&R TV name its website and Logos.


 


II.
       Operating Company


 


The
assets will be held in Launch 360 Media Inc. as the operating Company for the T.V. Network Programming, T.V. shows in the United
States.


 


III.     Name
of Network


 


The
T.V. Network will operate under the same name as R&R TV.


 


IV.     Ownership


 


Cherokee
Black Entertainment, Inc. (CBE) own 90% of Launch 360 Media, Inc. NEXT 1 interactive own 10% of Launch 360 Media, Inc. Parties
agree there will be no dilution of ownership without mutual agreement during the first 180 days. Thereafter Next 1 will be afforded
a 48 hour notice period with an option to invest on like terms on any new financings in such amounts that would avoid dilution
of its 10% ownership


 


V.     NEXT
1 Contribution of Assets 


 


		1)	The
                                         Website of R&R TV domain, Logos.






		2)	(7)
                                         Extraordinary vacation shows (subject to access from Comcast or other parties)






		3)	160
                                         Travel magazine (subject to access from Comcast or other parties)



 




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		4)	1
                                         Brad Ewart Golf Show (subject to access from Comcast or other parties)






		5)	The
                                         R&R TV FTP files.






		6)	A
                                         Multimillion Dollars tax loss carry forward (which may require sale of shares in Home
                                         and Away Channel Ltd. – to be determined)



 


Unwinding
of Next 1 Assets. In the event that Launch 360 Media, Inc. becomes insolvent and/or discontinues to operate as a Network
than Next 1 will have the right to have its assets under Section V returned free and clear of encumbrances upon giving Launch
10 day notice and the return of its share ownership in Launch 360 Media, Inc.


 


 


VI.     NEXT
1 Would Received 


 


		1)	10%
                                         ownership of Launch 360 Media, Inc.



		2)	10%
                                         of net income before taxes paid out (Quarterly).



		3)	Ability
                                         to market its projects like real estate and travel products via commercial time and programing
                                         air time in the United States and the Caribbean and all platforms that R&R TV is
                                         carried for up to 1 hour per day (if requested) with such times being equally distributed
                                         over a 24 hour programing clock.



		4)	Have
                                         a Board seat for representation on the Board of Launch 360 Media.






 


VII.     Cherokee
Black Contributions 


 


		1)	Rebuild
                                         the R&R TV Brand and Network in the United States.



		2)	Re-establish
                                         the R&R TV affiliates in the United States.



		3)	lntergrate
                                         R&R TV Network with the major cable carriers in the United States (Comcast, AT&T,
                                         Verizon, Cablevision etc.) under their minority program.



		4)	Have
                                         R&R TV on their Caribbean platform within (90) ninety days of signing this agreement.



		5)	Acquire
                                         a server that will have all programs that will be owned by Launch, License or barter
                                         display R&R TV Logo on air.



		6)	Pay
                                         all expenses for new programs, shows, licenses fees, broaden, internet cost, satellite
                                         cost, playback, administrated cost etc.



		7)	After
                                         36-48 months Launch 360 Media, Inc. will seek to go public through NEXT 1 Interactive,
                                         Inc. or alternate public vehicle (as determined by CBE and Next 1).









		8)	CBE
                                         and Launch will be granted the sole and exclusive rights to run the day – to – day operations
                                         of the R&R TV revised Network. Includes but not limited to all contractual issues,
                                         financial, negotiations with affiliates, investors, strategies partners, and potential
                                         alliances of any sort.







  




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		9)	CBE
                                         and Launch agrees to promote and to extend R&R TV and its associated companies and
                                         NEXT 1 banner advertisements on all its websites and other means of effectively creating
                                         and insuring desirable brand awareness specific elements to be finalized upon affiliation.



 


		10)	Commencing
                                         immediately upon affiliation, CBE will inquire, negotiate and use best efforts to acquire
                                         new and if possible, first run programming to the US market. It is further agreed by
                                         both parties that as stipulated (via cable, satellite, telephone companies. Internet,
                                         and alternative sources including but not limited to VOD) any and all existing R&R
                                         TV programming content owned and/ or licensed by NEXT 1.



 


VIII.     Past
Financial Obligations


 


		a)	It
                                         is agreed that CBE and Launch is personally and corporately indemnified from any outstanding
                                         debt, liability, pay of any form, future legal issues prior to the formation of this
                                         Joint Venture Acquisition, past or present salaries owed or to any NEXT 1 or R&R
                                         TV employee, board members remuneration, etc. and that NEXT 1 or R&R TV are personally
                                         and corporately indemnified from any outstanding debt, liability, pay of any form, future
                                         legal issues prior to the formation of CBE and Launch in the forming of this Joint Venture
                                         Acquisition






 


		b)	CBE
                                         and launch is only acquiring the assets outline in V.






 


		c)	It
                                         is mutually agreed that it is not the responsibility of CBE and Launch to employ any
                                         existing member of NEXT 1 or associated entity nor can NEXT 1 or any of its representatives,
                                         members, agent’s board members, etc. approach or offer in any way any form of financial
                                         inducement to secure the services of (full time or consultancy) or attempt to secure
                                         any information other than through proper channels.



 


IX.     Representation
of Warranties


 


Each
party hereby represent and warrants to the other that he/she or it has the full power, rights and authority to enter into
and fulfill the obligations agreement, such third party has previously agreed to the entry by the party into this agreement
under this agreement. Each party hereby also represent and warrants that he/she or it is not current subject to any third
agreement which would have the effect of prohibiting the party’s ability to enter into this agreement or in
the event that the party is subject to a third party.


 






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X.     Modification
and Waiver


 


This
Agreement constitutes the entire agreement between the parties. All proper contemporaneous agreement, representation, negotiations,
and understandings of the parties, whether oral or written, are hereby superseded and merge herein.


 


No
addition modification of or waiver of any term or provision of this Agreement shall be effective unless set forth in writing
and signed by all the Parties.


 


XI.     Notices


 


Any
notices or other communications required to be give by one Party to another shall he transmitted by email, fax, followed by
hard copy delivered by mail or overnight courier, post prepared, to the Parties at their respective addresses, and fax
number, as they appear in the signatories below, or as amended by the notice to the other Parties.


 


XII.     Applicable
Law


 


This
Agreement shall be governed by the laws of the State of Texas.


 


XIII.     Counterparts


 


This
agreement may be executed in any number of counterparts, each which shall be deemed an original, and which taken together, shall
constitute one and the same agreement. Executed email or facsimile copies shall have the same force and effect as signed originals.
At the written request of one Party, the Parties agree to execute hard copy originals.


  


XIV.     Assignment 


 


CBE
and Launch shall have the right to assign this agreement (only) to any corporation or another entity which is controlled by CBE
or Launch with the approval of Next 1 (such approval not to be unreasonably withheld). 


 


XV.     Indemnity


 


Each
party hereby indemnifies and holds the other party harmless against any and all losses and damages (including reasonable
legal fees) arising out of any claim in respect of any breach of a representation, warranty,
condition or promise in the Agreement, as determined by a final settlement
agreement between the parties to such threatened or actual litigation (such settlement to be subject to the party’s
prior approval, acting reasonably) or in judgment for which all  appeals have
been exhausted or forfeited (because of time limitation expiry), as made by a court of competent jurisdiction.


 




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XVI.      Authority





 


The individuals executing this Agreement on behalf
of their respective entitles by execution hereof represent and warrant that they do so with full legal authority.


  


IN
WITNESS WHEREOF, the Parties hereof have executed this Agreement on the day and year first written above. Each party hereof
has read the foregoing and certifies that Each understands the terms of this Agreement.


  





	LAUNCH
    360 MEDIA, INC.	 	NEXT
    1 Interactive, INC.


 


	By:		 	By:	 


 


	Name:	Jimmie D.
    Wheeler	 	Name:	B. Kerby


 


	Title:	CEO	 	Title:	CEO


 


	Address:	8115 N. Circle
    DR.	 	Address: 	2690 Weston
    Red
	 	 	 	 	 
	Houston, TX,
    77071	 	Weston FL.
    33331


 



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