Monaker Group, Inc. 8-K


Exhibit 10.1 





PROMISSORY
NOTE


	$125,000	April 3, 2019



 


FOR
VALUE RECEIVED, the undersigned, Monaker Group, Inc, a Nevada company, having an address at 2893 Executive Park Drive,
Suite 201, Weston FL 33331 (“Borrower”), promises to pay to the order of the William Kerby (“Lender”),
located at 2494 Princeton Ct, Weston FL 33327, the principal sum, of one hundred tWENTY
five Thousand ($125000) Dollars (the “Principal Amount”), together with interest on the unpaid Principal
Amount thereof from the date of the execution (the “Execution Date”), at the rates provided herein until April
30th , 2019 (the “Maturity Date”); provided, however, that from and after (i) the Maturity
Date, whether upon stated maturity, acceleration or otherwise, or (ii) the date on which the interest rate hereunder is increased
to the Default Rate (as hereinafter defined) as provided herein, such additional interest shall be computed at the Default Rate.
The Term Period for this Promissory Note is from the date first written above until April 30th, 2019.


As
used herein, the term “Default Rate” shall mean a rate of interest of eighteen percent (18.0%) per annum, but
in no event shall the Default Rate be in excess of the Maximum Rate (as hereinafter defined).


Principal
and interest hereunder shall be payable from the Execution Date, interest on the Principal Amount outstanding hereof shall accrue
at the rate of twelve (12.0%) percent per annum, for the period beginning on and including the Execution Date to the Maturity
Date of the Loan. All principal, interest and other sums due hereunder shall be due and payable in full on the Maturity Date.


This
Note may be prepaid in whole or in part at any time, without penalty or premium.


Borrower
and each surety, endorser and guarantor hereof hereby waive all demands for payment, presentations for payment, notices of intention
to accelerate maturity, notices of acceleration of maturity, demand for payment, protest, notice of protest and notice of dishonor,
to the extent permitted by law. Borrower further waives trial by jury. No extension of time for payment of this Note or any installment
hereof, no alteration, amendment or waiver of any provision of this Note and no release or substitution of any collateral securing
Borrower’s obligations hereunder shall release, modify, amend, waive, extend, change, discharge, terminate or affect the
liability of Borrower under this Note.


Any
forbearance by the holder of this Note in exercising any right or remedy hereunder or under any other agreement or instrument
in connection with the Loan or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any right
or remedy by the holder of this Note. The acceptance by the holder of this Note of payment of any sum payable hereunder after
the due date of such payment shall not be a waiver of the right of the holder of this Note to require prompt payment when due
of all other sums payable hereunder or to declare a default for failure to make prompt payment.



     


     


    




If
this Note is placed in the hands of an attorney for collection, Borrower shall pay all costs incurred and reasonable attorneys’
fees for legal services in the collection effort, whether or not suit be brought.


At
the election of the holder of this Note, all payments due hereunder may be accelerated, and this Note shall become immediately
due and payable without notice or demand, upon the occurrence of any of the following events (each an “Event of Default”):
(1) Borrower fails to pay on or before the date due, any amount of principal and/or interest payable hereunder; (2) Borrower fails
to perform or observe any other term or provision of this Note with respect to payment; provided, however, that
Borrower shall be provided with a ten (10) calendar day period to cure same; (3) Borrower fails to perform or observe any other
term or provision of this Note; provided, however, that Borrower shall be provided with written notice from Lender
of any non-monetary default under this Note and a thirty (30) calendar day period to cure same; or (4) there exists a default
under or misrepresentation contained in any other agreement, document or certificate of Borrower in connection with the Loan,
which default is not cured within any grace period expressly provided therefor in such document. In addition to the rights and
remedies provided herein, the holder of this Note may exercise any other right or remedy in any other document, instrument or
agreement evidencing, securing or otherwise relating to the indebtedness evidenced hereby in accordance with the terms thereof,
or under applicable law, all of which rights and remedies shall be cumulative.


If
this Note is transferred in any manner, the right, option or other provisions herein shall apply with equal effect in favor of
any subsequent holder hereof.


Notwithstanding
anything to the contrary contained herein, under no circumstances shall the aggregate amount paid or agreed to be paid hereunder
exceed the highest lawful rate permitted under applicable usury law (the “Maximum Rate”) and the payment obligations
of Borrower under this Note are hereby limited accordingly. If under any circumstances, whether by reason of advancement or acceleration
of the maturity of the unpaid principal balance hereof or otherwise, the aggregate amounts paid on this Note shall include amounts
which by law are deemed interest and which would exceed the Maximum Rate, Borrower stipulates that payment and collection of such
excess amounts shall have been and will be deemed to have been the result of a mistake on the part of both Borrower and the holder
of this Note, and the party receiving such excess payments shall promptly credit such excess (to the extent only of such payments
in excess of the Maximum Rate) against the unpaid principal balance hereof and any portion of such excess payments not capable
of being so credited shall be refunded to Borrower.



     


     


    




All
payments of principal and interest hereunder are payable in lawful money of the United States of America and shall be made as
instructed by Lender.


Borrower
is hereby prohibited from exercising against Lender, any right or remedy which it might otherwise be entitled to exercise against
Lender, including, without limitation, any right of setoff or any defense. Any other claim that Borrower may have, arising from
or related to the transaction evidenced by this Note shall be asserted only against the Lender.


This
Note shall be binding on the parties hereto and their respective heirs, legal representatives, executors, successors and assigns.


This
Note shall be construed without any regard to any presumption or rule requiring construction against the party causing such instrument
or any portion thereof to be drafted.


This
Note shall be governed by the laws of the State of Florida without regard to choice of law consideration. Borrower hereby irrevocably
consents to the jurisdiction of the courts of the State of Florida and of any federal court located in such State in connection
with any action or proceeding arising out of or relating to this Note or the Agreement.


This
Note may not be changed or terminated orally.


A
determination that any portion of this Note is unenforceable or invalid shall not affect the enforceability or validity of any
other provision, and any determination that the application of any provision of this Note to any person or circumstance is illegal
or unenforceable shall not affect the enforceability or validity of such provision to the extent legally permissible and otherwise
as it may apply to other persons or circumstances.


JURY
TRIAL WAIVER. BORROWER AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY BORROWER OR THE HOLDER
OF THIS NOTE ON OR WITH RESPECT TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR
THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. BORROWER ACKNOWLEDGES AND AGREES THAT AS OF THE DATE
HEREOF THERE ARE NO DEFENSES OR OFFSETS TO ANY AMOUNTS DUE IN CONNECTION WITH THE LOAN. FURTHER, BORROWER WAIVES ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND
MATERIAL ASPECT OF THIS NOTE AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVERS SET FORTH IN THIS PARAGRAPH WERE
NOT A PART OF THIS NOTE.


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IN
WITNESS WHEREOF, the undersigned has executed this Note on the date set forth above.








	WITNESS:	 	BORROWER:





	 	 	 
	 	 	 
	 	 	 
			Monaker Group, Inc, a Nevada company








 





	 	 	By:	/s/ Omar Jimenez
	 	 	 	Name:	Omar Jimenez	 
	 	 	 
	Title:
	CFO/COO 
	 

	 	 	 
	 	 	 
	/s/ Gesarela Miller	 	 
	Name:  Gesarela Miller	 	 







     


     


    


 


	STATE OF FLORIDA	 	)
	 	 	) ss.:




	COUNTY OF	 	)










I
certify that on _____________, 2019, _____________________ came before me in person and stated to my satisfaction that he/she:


(a)


made the attached instrument; and


(b)


was authorized to and did execute this instrument on behalf of and as ______________
of _______________, a ____________ company, (the “Company”), the entity named in this instrument, as the free act
and deed of the Company, by virtue of the authority granted by its operating agreement and its members.





	 	 	 
	 	 	NOTARY
PUBLIC