Exhibit 4.1


 





THIS WARRANT AND THE
SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAW. THIS WARRANT OR SUCH SHARES MAY NOT BE SOLD, DISTRIBUTED, PLEDGED, OFFERED FOR SALE, ASSIGNED,
TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS: (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAW COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES; (B) THE COMPANY (DEFINED BELOW) RECEIVES AN
OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THIS WARRANT STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION AND SUCH OPINION
IS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY; OR (C) PURSUANT TO RULE 144 UNDER SUCH ACT.


 


FORM OF


 


CASHLESS WARRANT


 


TO PURCHASE COMMON STOCK OF


 


MONAKER GROUP, INC.


 


THIS
IS TO CERTIFY that, as of the [       ] for value received and subject to the provisions
hereinafter set forth, Investor, or
its assigns (the “Holder”), is entitled to
purchase from MONAKER GROUP, INC., a Nevada corporation (the “Company”), at a price of $1.50 per
share, subject to adjustment as herein provided (as may be adjusted, the “Warrant Price”), [
     ] shares of Common Stock of the Company (“Common Stock”), less the number of shares
purchased by the Holder upon the exercise of this Warrant from time to time as noted on Schedule A hereto (the number of
shares available for purchase hereunder at any time, subject to adjustment as hereinafter provided, is referred to as the
“Warrant Number”).


 


		1.	Exercise of Warrant.



 


1.1.Terms
of Exercise. Subject to the conditions hereinafter set forth, this Warrant may be exercised in whole at any time, or in part
from time to time, by the Holder hereof, by the surrender of this Warrant, together with written instructions as to the number
of shares to be purchased, at the principal office of the Company Weston, Florida or at such other office as the Company may designate
by written notice to the Holder hereof within the above-mentioned period and upon payment to the Company of the aggregate Warrant
Price (or the proportionate part thereof if exercised in part) for the shares so purchased in current funds. This Warrant and
all rights hereunder shall expire and shall be null and void to the extent not exercised before this Warrant expires 30th
of September 2016 (the “Expiration Date”)


 


1.2.
Payment of Exercise Price; All Warrants will be issued as cashless warrants, allowing the holder the choice of
exercising the warrant by way of either using the intrinsic warrant value  ( i.e. the difference between the stock price
minus the warrant strike price)  or by way of cash payments, by certified or official bank check, at the time of exercise.


 


1.3.Partial
Exercise. Each time this Warrant shall be exercised in respect of fewer than all of the shares of Common Stock at the time
purchasable hereunder (and there shall be no limitation on the number of times the Holder may partially exercise this Warrant),
and upon surrender of this Warrant by the Holder to the Company upon exercise, then, at the election of the Company, either (i)
the Holder hereof shall be entitled to receive a replacement Warrant covering the number of shares in respect of which this Warrant
shall not have been exercised and setting forth the aggregate Warrant Price applicable to such shares, which replacement Warrant
shall be identical in all respects to this Warrant except for the date of issuance and the number of shares issuable upon the
exercise thereof, or (ii) the Company shall make a notation on Schedule A hereto reflecting the number of shares of Common Stock
purchased upon any exercise hereof.


 






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1.4Issuance
of Certificate. The shares of Common Stock so purchased shall be deemed to be issued to the Holder, as the record owner of
such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed exercise
agreement shall have been delivered, and payment shall have been made for such shares as set in Section 1.2 above. Certificates
for the shares of Common Stock so purchased, representing the aggregate number of shares specified in the exercise agreement,
shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after this Warrant shall
have been so exercised. The certificates so delivered shall be in such denominations as may be reasonably requested by the Holder
and shall be registered in the name of the Holder. If this Warrant shall have been exercised only in part, then, unless this Warrant
has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new warrant
representing the number of shares of Common Stock with respect to which this Warrant shall not then have been exercised.


 


1.5Exercise
Period. This Warrant may be exercised any time before 5:00 p.m., Eastern Standard time, on the Expiration Date.


 


2.             Reservation
of Common Stock. The Company covenants and agrees that during the period within which the rights represented by this Warrant
may be exercised, the Company will at all times have authorized, and in reserve, a sufficient number of shares of its Common Stock
to provide for the exercise of the rights represented by this Warrant.


 


3.             Protection
Against Dilution. The Warrant Number is subject to adjustment from time to time upon the occurrence of the events enumerated
in, or as otherwise provided in, this Section 3.


 


3.1Adjustment for Change
in Capital Stock. If the Company:


 


(1)pays
a dividend or makes a distribution on its Common Stock in shares of its Common Stock;


 


(2)subdivides
or reclassifies its outstanding shares of Common Stock into a greater number of shares;


 


(3)combines
or reclassifies its outstanding shares of Common Stock into a smaller number of shares;


 


(4)makes
a distribution on its Common Stock in shares of capital stock other than Common Stock; or


 


(5)issues
by reclassification of its Common Stock any shares of its capital stock;


 






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then the Warrant Number in effect immediately
prior to such action shall be proportionately adjusted so that the Holder may receive the aggregate number and kind of shares of
capital stock of the Company or other capital stock which such Holder would have owned immediately following such action if such
Warrant had been exercised immediately prior to such action. If, as a result of any adjustment pursuant to this Section 3.1, the
Holder shall become entitled to receive shares of two or more classes or series of securities of the Company or otherwise, the
Board of Directors of the Company shall equitably determine the allocation of the adjusted Warrant Price between or among such
classes or series.


 


The adjustment shall
become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination or reclassification.


 


Such adjustment shall
be made successively whenever any event listed above shall occur.


 


3.2Notice
of Adjustment. Whenever the Warrant Number is adjusted, the Company shall provide notice thereof to the Holder.


 


3.3Additional
Adjustments.In the event of any and all adjustments to the Warrant Number in accordance with this Section 3, the per share
Warrant Price shall be adjusted so that it is equal to the quotient of (a) the aggregate Warrant Price and (b) the Warrant Number
as adjusted.


 


4.             Mergers,
Consolidations, Sales; Non-Impairment of Rights. The Company will not, by amendment of its Articles of Incorporation
or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance or sale of
securities or any other voluntary action, avoid or seek to avoid the performance of any of the terms of this Warrant, but
will at all times in good faith take all necessary action to carry out the intent of all such terms. Without limiting the
generality of the foregoing, the Company (a) will not cause the par value of any securities receivable on exercise of
this Warrant to be in excess of the amount payable therefor on such exercise, and (b) will take all action as may be
necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares (or other
securities or property deliverable hereunder) upon the exercise of this Warrant.


 


This Warrant shall
bind the successors and assigns of the Company. In the case of any consolidation or merger of the Company with another entity,
or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common
Stock or other equity securities of the Company (except a split up or combination, provision for which is made in Section 3), then,
as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be
made whereby the Holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock,
securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable
with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock
immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken
place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder of this
Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Warrant Number and
the per share Warrant Price) shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities
or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or
sale, unless prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting
from such consolidation or merger or the entity purchasing such assets shall assume by written instrument the obligation to deliver
to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled
to receive.


 






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Notwithstanding the
foregoing, if any event occurs as to which the other provisions of this Warrant are not strictly applicable or if strictly applicable
would not fairly protect the purchase rights of this Warrant in accordance with the essential intent and principles of such provisions,
then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent
and principles, in order to protect such purchase rights, and shall provide notice thereof to the Holder of this Warrant.


 


5.             Dissolution
or Liquidation. In the event of any proposed distribution of the assets of the Company in dissolution or liquidation (except
under circumstances when the foregoing Section 4 shall be applicable) the Company shall mail notice thereof to the Holder of this
Warrant and shall make no distribution to shareholders until the expiration of 30 days from the date of mailing of the aforesaid
notice and, in any such case, the Holder of this Warrant may exercise this Warrant within 30 days from the date of mailing such
notice, and all rights herein granted not so exercised within such 30 day period shall thereafter become null and void.


 


6.             Fractional
Shares. The Company shall not issue any fractional shares nor scrip representing fractional shares upon exercise of any
portion of this Warrant.


 


7.             Fully Paid
Stock; Taxes. The Company covenants and agrees that the shares of stock represented by each and every certificate for its
Common Stock to be delivered on any exercise of this Warrant shall, at the time of such delivery, be duly authorized, validly issued
and outstanding and be fully paid and nonassessable. The Company further covenants and agrees that it will pay when due and payable
any and all federal and state taxes, other than taxes on income, which may be payable in respect of this Warrant or any Common
Stock or certificates therefor upon the exercise of the rights herein provided for pursuant to the provisions hereof. The Company
shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the transfer and delivery
of stock certificates in the name other than that of the Holder of the Warrant converted, and any such tax shall be paid by such
Holder at the time of presentation.


 


8.             Closing
of Transfer Books. The Holder of this Warrant shall continue to have the right to exercise this Warrant even during a period
when the stock transfer books of the Company for its Common Stock are closed. The Company shall not be required, however, to deliver
certificates of its Common Stock upon such exercise while such books are duly closed for any purpose, but the Company may postpone
the delivery of the certificates for such Common Stock until the opening of such books, and they shall, in such case, be delivered
forthwith upon the opening thereof, or as soon as practicable thereafter.


 


9.             Assignments.
The Holder shall be permitted to assign, sell or otherwise transfer this Warrant, subject to the Company’s receipt of an
opinion of counsel to the Holder, which counsel and which opinion shall be reasonably acceptable to the Company, to the effect
that such assignment, sale or other transfer is permitted under applicable state and federal securities laws.


 






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10.           Lost,
Stolen Warrants, etc. In case any Warrant shall be mutilated stolen or destroyed, the Company may issue a new Warrant of
like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of
any mutilated Warrant, or in lieu of any Warrant lost, stolen or destroyed, upon receipt of evidence satisfactory to the Company
of the loss, theft or destruction of such Warrant, and upon receipt of indemnity satisfactory to the Company.


 


11.           Warrant
Holder Not Shareholder. This Warrant does not confer upon the Holder hereof any right to vote or to consent or to receive
notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a
shareholder, prior to the exercise hereof as hereinbefore provided.


 


12.           Payment of
Expenses. The Company shall reimburse the Holder of this Warrant for all costs and expenses incurred by such Holder
(including without limitation the legal fees of the Holder) in connection with: (i) the negotiation, preparation, execution
and delivery of this Warrant and the other agreements to be executed in connection herewith; (ii) the issuance of certificates
for shares of Common Stock upon the exercise of this Warrant; and (iii) the enforcement by the Holder of this Warrant. The Company
shall pay any issuance tax in connection with the issuance of certificates for the shares of Common Stock upon the exercise of
the Warrant; provided, however, that the Holder shall be responsible for any income or other taxes in connection with such issuance.


 


13.           Severability.
Should any part of this Warrant for any reason be declared invalid, such decision shall not affect the validity of any remaining
portion, which remaining portion shall remain in force and effect as if this Warrant had been executed with the invalid portion
thereof eliminated, and it is hereby declared the intention of the parties hereto that they would have executed and accepted the
remaining portion of this Warrant without including therein any such part, parts or portion which may, for any reason, be hereafter
declared invalid.


 


14.           Notice.
All notices and other communications required or permitted to be given under any Agreement shall be personally delivered or
shall be sent by certified mail, return receipt requested, postage prepaid, overnight delivery or confirmed facsimile transmission
to the Company at its principal address in Fort Lauderdale, Florida and to the Holder of this Warrant at that Holder’s address
in the records of the Company or, as to either party or any subsequent Holder of this Warrant, to such other address and/or facsimile
number as such party designates by written notice to the other party or parties. [Signature Page Follows]


 






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IN WITNESS WHEREOF, the Company has caused
this Warrant to be signed and attested by its duly authorized officers as of the day and year first set forth above.


 


	 	 	Monaker Group, Inc.
	 	 	 
	 	 	By:	 
	 	 		William Kerby
	 	 	 	Chief Executive Officer
	 	 	 	 	 


 


 


 



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Schedule A


 


Shares of Common Stock Purchased Upon
Exercise


 


 


 


	Date of Exercise 	
         Number of Shares
	Signature of an authorized officer of Monaker Group, Inc.	
        Signature of the Holder of 

        the Warrant

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


 






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ASSIGNMENT


 


FOR VALUE RECEIVED _________________________hereby
sells, assigns and transfers unto _______________________ the within Warrant and all rights evidenced thereby and does irrevocably
constitute and appoint __________________________, attorney, to transfer the said Warrant on the books of the within named Company.


 


 


 


____________________________________


 


 


 


By: ____________________________________


 


 


 


Its: ____________________________________


 


 


 


Dated: _____________________________


 


 






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PARTIAL ASSIGNMENT


 


 


 


FOR VALUE RECEIVED ______________________________
hereby sells, assigns and transfers unto _______________________________ that portion of the within Warrant and the rights evidenced
thereby which will an the date hereof entitle the holder to purchase __________ shares of Common Stock of Monaker Group Inc., and
does hereby irrevocably constitute and appoint __________________________, attorney, to transfer that part of the said Warrant
on the books of the within named Company.


 


 


 


 


 


 


 


____________________________________


 


 


 


By_________________________________


 


 


 


Its__________________________________


 


 


 


 


 


Dated: _____________________________


 


 






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SUBSCRIPTION


 


(To be completed and signed only upon an exercise of the
Warrant in whole or in part)


 


TO: Monaker Group, Inc..:


Attn: Gesarela Miller


954.888.9082 fax or gmiller@monakergroup.com


 


The undersigned, the holder of the attached
Warrant, hereby irrevocably elects to exercise the purchase right represented by the Warrant for, and to purchase thereunder, ________
shares of Common Stock (or other securities or property), and herewith makes payment of $_________ therefor in cash,
by certified or official bank check or such other form of payment as may be permitted under the Warrant. The undersigned hereby
requests that the Certificate(s) for such securities be issued in the name(s) and delivered to the address(es) as follows:


 


	Name:	_____________________________________________
	Address:	_____________________________________________
	Social Security Number:	_____________________________________________
	Deliver to:	_____________________________________________
	Address:	_____________________________________________


 


If the foregoing Subscription evidences
an exercise of the Warrant to purchase fewer than all of the Shares (or other securities or property) to which the undersigned
is entitled under such Warrant, please issue a new Warrant, of like date and tenor, for the remaining portion of the Warrant (or
other securities or property) in the name(s), and deliver the same to the address(ee’s), as follows:


 


	Name:	______________________________________________
	Address:	______________________________________________










 


(Social Security or Taxpayer ID of Holder)                    (Name of Holder)


 


 


 


DATED: _____________________, 20___ ____________________________________


 


(Signature
of Holder or Authorized Signatory)


Signature
Guaranteed:


 


 






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