Monaker Group, Inc 8-K


 


Exhibit 10.1


 





NEITHER
THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES.


 





	Warrant No.: A-1	 	Number of Shares: 1,914,250
	Warrant Date: November 16, 2020	 	 



  


MONAKER
GROUP, INC.

COMMON STOCK PURCHASE WARRANT


 


1.            Issuance.
For value received, the receipt of which is hereby acknowledged by Monaker Group, Inc., a Nevada corporation (the “Company”),
Cern One Limited, or registered assigns (the “Holder”), is hereby granted the right to purchase,
at any time after the Vesting Date, and until the close of business on the second anniversary of the Vesting Date (the “Expiration
Date”), 1,914,250, subject to adjustment upon certain events as described in greater detail below, fully
paid and nonassessable shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”),
at an exercise price of $2.00 per share (the “Exercise Price”). The “Vesting Date”
shall be the later of (i) the Approval Date; and (ii) the earlier of (a) the date that the Axion Debt (as such term
is defined in the Amended and Restated Share Exchange Agreement which this Common Stock Purchase Warrant forms Exhibit A
to, as amended from time to time (the “Exchange Agreement”), by and between Monaker Group, Inc., and
certain stockholders and creditors of Axion Ventures, Inc. (“Axion”)) is fully repaid, provided that
such Axion Debt is fully paid within twelve (12) months of the Warrant Date above; and (b) the date that Monaker obtains 51% or
more of the voting control of, and economic rights to, Axion, provided that such rights are obtained within twelve (12) months
of the Warrant Date above. “Approval Date” is defined in that certain designation of the Series B Convertible
Preferred Stock of the Company filed with the Secretary of State of Nevada (as amended from time to time, with the consent of
the Holder).


 


2.            Procedure
for Exercise. Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with (a) payment
in cash of the aggregate Exercise Price for the shares of Common Stock purchased, or (b) pursuant to a cashless exercise as descried
below in Section 3, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock
so purchased. This Warrant may be exercised in whole or in part after the Vesting Date. On any such partial exercise, provided
the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of
like tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised.



 


3.            Cashless
Exercise. If at any time the Holder proposes to exercise this Warrant or any portion hereof after the Vesting Date, and the
Closing Sales Prices (as defined below) is more than the Exercise Price, then this Warrant may be exercised by means of a “cashless
exercise” in which the Holder shall be entitled to receive a number of shares of Common Stock upon exercise hereof
equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 






     


     


    

 


(A)
= the average of the Closing Sales Prices on the five (5) Trading Days immediately preceding the date on which Holder elects to
exercise this Warrant by means of a “cashless exercise,” (the “Closing Sales Prices”) as
set forth in the applicable Exercise Notice;


 


(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and


 


(X)
= the number of Warrant Shares that would be issuable upon exercise of the applicable portion of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise.


 


For
the purposes of this Section 3:


 


“Closing
Sales Price” means the last sales price of the Common Stock on the Principal Market as reported by NASDAQ.com (or
a comparable reporting service of national reputation) (collectively, “NASDAQ.com”), or if the foregoing
does not apply, the last reported sales price of such security on a national exchange or in the over-the-counter market on the
electronic bulletin board for such security as reported by NASDAQ.com, or, if no such price is reported for such security by NASDAQ.com,
the average of the bid prices of all market makers for such security as reported in the “pink sheets”
market maintained by OTC Market Group, in each case for such date or, if such date was not a Trading Day for such security, on
the next preceding date that was a Trading Day. If the Closing Sales Price cannot be calculated for such security as of either
of such dates on any of the foregoing bases, the Closing Sales Price of such security on such date shall be the fair market value
as reasonably determined in the reasonable discretion of the Board of Directors of the Company.


 


“Principal
Market” means initially The Nasdaq Capital Market, and shall also include the NYSE American, New York Stock Exchange,
the NASDAQ National Market, the OTCQB Market, the OTCQX Market, or the OTC Pink Market, or any successor or subsequent market
or exchange, which is at the time the principal trading exchange or market for the Common Stock, based upon share volume.


 


“Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not
the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the
Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common
Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from
trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).










 






    Monaker Group, Inc.
Common Stock Purchase Warrant A-1
Page 2 of 7


     


    

 


4.            No
Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Warrant Shares shall be issued upon the
exercise of this Warrant, but in lieu of such fractional Warrant Shares the Company shall issue an additional share of Common
Stock to the Holder or pay the Holder the fair market value of such fractional share, as determined in the reasonable discretion
of the Board of Directors of the Company, in the Company’s sole discretion.


 


5.            Reservation
of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance
upon exercise of this Warrant such number of shares of Common Stock as shall be required for issuance upon exercise hereof (the
“Warrant Shares”). Any shares issuable upon exercise of this Warrant will be duly and validly issued,
fully paid, non-assessable and free of all liens and charges and not subject to any preemptive rights and rights of first refusal.


 


6.            Mutilation
or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the
case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new warrant of like
tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 


7.            No
Rights as Shareholder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company,
either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable
against the Company except to the extent set forth herein.


 


8.            Effect
of Certain Transactions


 


8.1       Adjustments
for Stock Splits, Stock Dividends Etc. If the number of outstanding shares of Common Stock of the Company are increased or
decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise
Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i)
the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately
following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain
unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged.


 


8.2       Fundamental
Transactions. If at any time the Company plans to sell all or substantially all of its assets or engage in a merger or consolidation
of the Company in which the Company will not survive (other than a merger or consolidation with or into a wholly- or partially-owned
subsidiary of the Company)(each a “Fundamental Transaction”), the Company will give the Holder of this
Warrant advance written notice at least thirty (30) days prior to the planned closing of the Fundamental Transaction. If this
Warrant or any part thereof is not exercised by the Holder prior to the date of the closing of the Fundamental Transaction, this
Warrant or any unexercised portion thereof, shall expire and terminate effective upon such event.


 






    Monaker Group, Inc.
Common Stock Purchase Warrant A-1
Page 3 of 7


     


    

 


9.             Transfer
to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of
1933, as amended, (the “Securities Act”) and has been issued to the Holder for investment and not with
a view to the distribution of either this Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or
any other security issued or upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of
an effective registration statement under the Securities Act relating to such security or an opinion of counsel satisfactory to
the Company that registration is not required under the Securities Act. Each certificate for this Warrant, the Warrant Shares
and any other security issued or issuable upon exercise of this Warrant shall contain a legend in form and substance satisfactory
to counsel for the Company, setting forth the restrictions on transfer contained in this Section.


 


10.            Notices.
Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent
by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally,
or if mailed, two days after the date of deposit in the United States mails, as follows:


 


 If
to the Company, to:


 


Monaker
Group, Inc.


Attn:
______________________

____________________________


___________________________


Email:
______________________


 


 If
to the Holder, to its address appearing on the Company’ records.


 


Any
party may designate another address or person for receipt of notices hereunder by written notice given at least five (5) business
days prior to the date such change will be effective, given to the other parties in accordance with this Section.


 


11.            Supplements
and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the
Company and the Holder hereof. This Warrant contains the full understanding of the parties hereto with respect to the subject
matter hereof, and there are no representations, warranties, agreements or understandings other than expressly contained herein.


 


12.             Governing
Law. This Warrant shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall
be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely
within such State. Any action brought by either party against the other concerning the transactions contemplated by this Warrant
shall be brought only in the state courts of Florida or in the federal courts located in Broward County, Florida. The parties
to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law.


 






    Monaker Group, Inc.
Common Stock Purchase Warrant A-1
Page 4 of 7


     


    

 


13.            Counterparts.
This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and the same instrument.


 


14.            Descriptive
Headings. Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


15.            Assignability.
This Warrant or any part hereof may only be hereafter assigned by the Holder to an affiliate thereof executing documents reasonably
required by the Company, subject to applicable law. Any such assignment shall be binding on the Company and shall inure to the
benefit of any such assignee.


 


16.             Restrictions.
By acceptance hereof, the Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant have restrictions
upon their resale imposed by state and federal securities laws.


  


[Remainder
of the page intentionally left blank; signature page follows.]


 




    Monaker Group, Inc.
Common Stock Purchase Warrant A-1
Page 5 of 7


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Warrant as of the Warrant Date set forth above.


  


	 	COMPANY:

         

        MONAKER
        GROUP, INC.

         

        By:
        /s/ Bill Kerby

         

        Name:
        Bill Kerby

         

        Title:
        CEO

         

        HOLDER:

         

        CERN
        ONE LIMTED

         

        By:
        /s/ Nithinan Boonyawattanapisut 

         

	 	Name:
                                         Nithinan Boonyawattanapisut

         

        Title:
        Sole Director

         

	 	 




    Monaker Group, Inc.
Common Stock Purchase Warrant A-1
Page 6 of 7


     


    

 


NOTICE
OF EXERCISE OF WARRANT


 


 


Attention:
Corporate Secretary


 


The
undersigned hereby elects to purchase, pursuant to the provisions of the Common Stock Purchase Warrant [________] issued by Monaker
Group, Inc., a Nevada corporation (the “Company”) and held by the undersigned, _________ shares of Common
Stock of the Company. Payment of the Exercise Price per Warrant Share required under the Warrant accompanies shall be made as
follows (check applicable box):


 


[
] in lawful money of the United States; or


 


[
] if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
Section 3, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in Section 3.


 


The
undersigned hereby represents and warrants that the undersigned is acquiring such Shares for his own account for investment purposes
only, and not for resale or with a view to distribution of such Warrant Shares or any part thereof.


 


Date:
________, 20__


 


	 	


WARRANTHOLDER: 


 


Signature:___________________________


 


Print
Name:___________________________


 


Title:___________________________


 


Address:___________________________


 


Name
in which Shares should be

registered:___________________________