Monaker Group, Inc 8-K




Exhibit 10.5


FOURTH AMENDMENT
TO 

AMENDED AND RESTATED PROMISSORY NOTE


This Fourth
Amendment to Amended and Restated Promissory Note (this “Agreement”), dated and effective November 16,
2020 (the “Effective Date”), amends that certain $2,700,000 Amended and Restated Promissory Note dated
December 9, 2019, as previously amended by the First Amendment to Amended and Restated Promissory Note dated January 29, 2020,
the Second Amendment to Amended and Restated Promissory Note dated March 27, 2020, and the Third Amendment to Amended and Restated
Promissory Note dated November 6, 2020 (as amended to date, the “Note”)1,
by and between Monaker Group, Inc., a Nevada company (“Borrower”) and the Donald P. Monaco Insurance
Trust (“Lender”). Certain capitalized terms used below but not otherwise defined shall have the meanings
given to such terms in the Note.


WHEREAS, Borrower and Lender desire to amend the
Note on the terms and conditions set forth below.


NOW, THEREFORE,
in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and
valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency of, the parties
hereto agree as follows:


1.                  
Amendment to Note. Effective as of the Effective
Date, the “Principal Amount” of the Note shall be amended from “TWO MILLION SEVEN HUNDRED
THOUSAND ($2,700,000) DOLLARS” to “ TWO MILLION EIGHT HUNDRED THOUSAND ($2,800,000) DOLLARS”,
and each reference in the Note to Principal Amount shall refer to such Principal Amount as amended hereby.


2.                  
Consideration. Each of the parties agrees
and confirms by signing below that they have received valid consideration in connection with this Agreement and the transactions
contemplated herein.


3.                  
Effect of Agreement; Note to Continue in Full Force and Effect.
Upon the effectiveness of this Agreement, each reference in the Note to “Note”, “Agreement,”
“hereunder,” “hereof,” “herein” or
words of like import shall mean and be a reference to such Note as modified or amended hereby. Except as specifically modified
or amended herein, the Note and the terms and conditions thereof shall remain in full force and effect.


4.                  
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 thereby, and supersedes all prior agreements, arrangements and understandings between the
parties, whether written, oral or otherwise.


5.                  
Counterparts and Signatures. This Agreement
and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, 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 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.


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written to be effective
as of the Effective Date.


	Borrower:	 	Lender:
	Monaker Group, Inc.	 	The Donald P. Monaco Insurance Trust
	 	 	 
	Bill Kerby	 	Donald P. Monaco
	Chief Executive Officer	 	Trustee


____________


1 https://www.sec.gov/Archives/edgar/data/1372183/000158069519000466/ex10-1.htm,


https://www.sec.gov/Archives/edgar/data/1372183/000158069520000061/ex10-2.htm,


https://www.sec.gov/Archives/edgar/data/1372183/000158069520000144/ex10-3.htm,
and 

https://www.sec.gov/Archives/edgar/data/1372183/000138713120009670/ex10-5.htm