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.”





		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.



 


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 $200,000 ($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
                                         Securities1; 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


 




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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.


 


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	 
	 
	 
	 
	 	 
	Simon Orange
	 
	 
	SELLER	 
	 
	 Monaker Group, Inc.
	 
	/s/ Bill Kirby	 
	William
Kerby
	CEO



 


 


 


 



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