MONAKER GROUP, INC. 10-K


 


 


 Exhibit
10.62


 


 





THE SYMBOL “[****]” DENOTES PLACES
WHERE CERTAIN IDENTIFIED


INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT
BECAUSE IT IS BOTH (i)


NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE
COMPETITIVE HARM TO THE


COMPANY IF PUBLICLY DISCLOSED




  


 


1


 


 


EMPLOYMENT AGREEMENT


(Senior Executive Level)


 


 


 


THIS AGREEMENT made as of the 30th day of January
2020 (the "Effective Date").


 


BETWEEN:


 


Monaker Group, Inc.


(the "Company")


 


 


- and -


 


Timothy Sikora


(the "Executive")


 


 


 


WHEREAS the Company is engaged in the
ownership and management of travel related services (the "Business"); and


 


 


WHEREAS the Company desires to employ
Executive as defined and as per the duties set forth in Exhibit A and Executive desires to accept such employment in the Business,
subject to the terms, conditions and covenants herein provided; and


 


 


WHEREAS both parties have agreed to
execute, deliver and perform this Agreement;


 






    	 



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NOW THEREFORE in consideration of the
mutual covenants herein contained and other good and valuable consideration, the Company and the Executive agree as follows:


 


POSITION


1.       The
Company hereby employs the Executive and the Executive agrees to dedicate such attention and time as is necessary for him to perform
his duties in the position as set forth in Exhibit A for the Company and will assume the role on the terms and conditions herein
contained. Notwithstanding any other provision of this Agreement, Executive may continue to conduct business for other third parties
that do not compete with the Company so long as such other business that is conducted does not interfere with or conflict with
Executive’s duties and responsibilities for the Company. Executive agrees not to use the Company’s time, material or
facilities in performance of his work for such other third parties.


 


The Executive shall report to the CEO of the Company.


 


The Executive may also be a member of the Board as described in
Exhibit A.


 


2.       The
Executive shall have such duties and responsibilities consistent with his position as a senior officer as the CEO shall reasonably
determine. Initially, such duties and responsibilities will include those set forth on Exhibit B hereto.


 


3.       The
Executive shall work when requested out of the Weston, Florida offices, however, upon agreement with the CEO, the Executive shall
have the option to perform their duties remotely for all or any agreed upon time-period


 


4.       The
Executive will agree to work with other Officers including the CEO, CIO of Monaker Group, Inc. to prepare budgets for the Company,
develop sales and supporting reporting systems, develop new business opportunities assist with product development, technology
development and help to implement the media programs in an overall effort to aid the corporation in achieving its sales and operational
goals in an efficient and fiscally responsible manner.


 


REMUNERATION


	5.	Salary



The Executive shall receive a minimum base salary from the Company
during his employment hereunder at the annual rate set forth in Exhibit A. This amount shall be payable in periodic installments
in accordance with the usual payroll of the Company During the Term hereof (the "Salary"), payable in accordance
with the Company's payroll practices in force from time to time shall be inclusive of all applicable income, and other taxes and
charges that are required by law to be withheld by the Company or the Executive.


 


	6.	Bonus



The Executive will be eligible to earn a bonus as described in Exhibit
A..


 


	7.	Stock



The Company wants to incentivize the Executive to improve efficiencies,
drive revenues and lower expenses. The Company shall issue to Executive shares of the Company’s common stock based upon the
requirements as set forth in Exhibit A. Additionally the Executive will be eligible to participate in the Company’s
Plan for stock options to be set under similar terms and conditions as those of other senior management. Note – Stock options
are only granted when approved by Board.


 


EXPENSES


8.       The
Company shall pay all necessary and reasonable business expenses as approved by the Company’s Chairman which approval shall
not be unreasonably withheld, and which are actually and properly incurred by the Executive in furtherance of or in connection
with the Business, including without limitation, all business related travel and parking expenses, public relations expenses, mobile
phone expenses, and all business related entertainment expenses (whether incurred at the Executive's residence, while traveling
or otherwise). If any such expenses are paid in the first instance by the Executive, the Company shall reimburse him, subject to
the receipt by the Company of statements and vouchers in a form reasonably satisfactory to the Company.


 


VACATION


9.       The
Executive shall be entitled to the number of weeks of vacation set forth in Exhibit A (in addition to the Company national
holidays) during each contract year which he serves hereunder. Such vacation shall be taken at such time or times as will be mutually
agreed between the Executive and the Company.


 




    	 



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TERMINATION


 10.


(a)


Events of Termination. The Term, the Executive’s Salary and any and all other rights of the Executive under this Agreement or otherwise as an Executive of the Company will terminate (except as otherwise provided in section 11):




		(i)	upon the death of the Executive;



 


		(ii)	upon the disability of the Executive (as defined in section 11(b)) immediately upon notice from
either party to the other;



 


		(iii)	For Cause (as defined in section 11(c)), immediately upon notice from the Company to the Executive
or at such later time as such notice may specify;



 


		(iv)	Other than For Cause, Disability or Death, immediately upon notice from the Company to the Executive
or at such later time as such notice may specify;



 


		(v)	Other than for Good Reason by Executive, immediately upon notice from the Executive to the Company
or at such later time as such notice may specify; or



 


		(vi)	For Good Reason (as defined in section 11(d)) upon not less than 10 days' prior notice from the
Executive to the Company.



 


		(b)	Definition of Disability. For the purposes of section 11(a),
the Executive will be deemed to have a "disability" if, for physical or mental reasons, the Executive is unable
to perform the Executive's duties for a period of 60 days out of 180 days, under this Agreement as determined in accordance with
this section 11(b). The disability of the Executive will be determined by a medical doctor selected by written agreement of the
Company and the Executive upon the request of either party by notice to the other. If the Company and the Executive cannot agree
on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third
medical doctor who will determine whether the Executive has a disability. The determination of the medical doctor selected under
this section 11(b) will be binding on both parties.



 


		(c)	Definition of "For Cause". For the purposes of
                                                               section 11(a), the phrase "For Cause" means: (i) the Executive's material breach of this Agreement; (ii)the
Executive’s failure to substantially perform the duties of Chief Financial Officer as contemplated hereunder; (iii) the
Executive's failure to substantially adhere to any reasonable written Company policy if the Executive has been given a reasonable
opportunity to comply with such policy or cure his failure to comply; (iv) the misappropriation by the Executive of a material
business opportunity of the Company, including securing any undisclosed personal profit in connection with any transaction entered
into on behalf of the Company; (v) the misappropriation of any of the Company's funds, property or Confidential Information; (vi)
the commission of material acts of dishonesty, willfully fraudulent or criminal acts or misconduct, or other willfully wrongful
acts or omissions materially adversely affecting the Company; (vii) the conviction of, the indictment for or its procedural equivalent
or the entering of a guilty plea or plea of no contest with respect to any felony.










		(d)	Definition of "For Good Reason." For the
                                                               purposes of section 11(a), the phrase "For Good Reason" means the occurrence of any of the following for any
                                                               reason (i) a significant reduction of the Employee’s duties, position or responsibilities relative to the Employee's
                                                               duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such
                                                               position, duties and responsibilities, or (ii) the Company materially breaches this Agreement or the performance of its
                                                               duties and obligations hereunder and such breach is not cured within a 30-day period following written notice of such breach
                                                               from Employee; or (iii) Employee's employment is terminated in connection with a Change in Control ; or (iv) there is a reduction by the Company of the Employee's total compensation as in effect immediately prior to such reduction; or (v) the relocation of the Employee to a facility or a location more than twenty- five (25) miles from Weston, Florida. "Change in Control" means (a) any entity or Person not as of the date of this Agreement an employee, officer or shareholder of the Company becomes either individually or, pursuant to an express agreement among all of the members of such group, as part of a "control group" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) the beneficial owner of 50% or more of the Company’s voting securities or (b) there is a liquidation of all or substantially all of the Company's assets or the Company dissolves.



 




 






    	 



    	 	4



    

 


		(e)	Termination Pay. Effective upon the termination of this Agreement
for any of the reasons set forth in section11(a), the Company shall be obligated to pay the Executive (or in the event of his death,
his designated beneficiary as defined below) the amounts set forth below , as well as all business expenses recoverable under Section
8. For purposes of this section 11(e), the Executive's designated beneficiary will be such individual beneficiary or trust, located
at such address, as the Executive may designate by notice to the Company from time to time or if the Executive fails to give notice
to the Company of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence the Company will have no duty,
in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated
by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine
whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust established
by the Executive) is duly authorized to act in that capacity or to locate or attempt to locate any beneficiary, personal representative,
or trustee.



 


		(i)	Termination by the Executive For Good Reason. If the Executive terminates this Agreement
For Good Reason, then the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination,
plus a severance payment shall be paid to Executive in two equal monthly installments payable on the first business day of each
of the two calendar months immediately following the effective date of Employee’s termination, each such installment being
in an amount equal to Executive’s monthly salary. Additionally, the Company shall pay the Executive his Salary and other
benefits, including shares, earned or accrued through the date of termination.



 


		(ii)	Termination by the Company For Cause. If the Company terminates this Agreement
For Cause, the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination.



 


		(iii)	Termination upon Disability. If this Agreement is terminated by either party as a
result of the Executive's disability, as determined under section 11(a)(ii), the Company shall pay the Executive his Salary and
other benefits earned or accrued through the remainder of the calendar month during which such termination is effective.



 


		(iv)	Termination upon Death. If this Agreement is terminated because of the Executive's
death, the Company shall pay Executive’s estate or designated beneficiary the Executive’s Salary and other benefits
earned or accrued through the date of death.



 


		(v)	Termination by Company Other than for Cause, Disability or Death. If the Company
terminates this Agreement other than For Cause or for death or disability, then the Company shall pay Executive his Salary and
other benefits earned or accrued through the date of termination, plus a severance payment shall be paid to Executive in two equal
monthly installments payable on the first business day of each of the two calendar months immediately following the effective date
of Employee’s termination, each such installment being in an amount equal to two months Executive’s monthly salary
for each year of employment. Additionally, all shares held in escrow, or subject to vesting schedules shall accelerate and/or be
released, and distributed according to the terms of relevant escrow agreement as though the vesting/release conditions had been
met in the ordinary course.



 


		(vi)	Termination by Company after Change In Control Event If the Company terminates this
Agreement within 24 months after a Change In Control event, then the Company shall pay Executive a severance payment equal to twelve
(12) months salary, plus continue to provide benefits equal to those provided prior to the Change in Control event for a period
of six (6) months. Additionally, all shares held in escrow, or subject to vesting schedules shall accelerate and/or be released
and distributed according to the terms of the relevant escrow agreement as though the vesting/release conditions had been met in
the ordinary course.



 


		(vii)	Termination by Executive Without Good Reason. If the Executive terminates this Agreement
without Good Reason, then the Company shall pay Executive his Salary and other benefits earned or accrued through the date of termination.



 




    	 



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CONFIDENTIALITY AND INTELLECTUAL PROPERTY


	11.	(a)

                                                                                All confidential records, material, information and all trade secrets concerning the business or affairs of the Company obtained by the Executive in the course of his employment with the Company shall remain the exclusive property of the Company. During the Executive's employment or at any time thereafter, the Executive shall not divulge the contents of such confidential records, material, information or trade secrets to any person, firm or corporation other than to the Company or the Company’s qualified Executives and following the termination of his employment hereunder the Executive shall not, for any reason, use the contents of such confidential records, material, information or trade secrets for any purpose whatsoever. This Section shall survive the termination of this Agreement. This section shall not apply to any confidential records, material, information or trade secrets which as proven by written documentation:




 


		(1)	is or becomes publicly known through the lawful action of any third party;



 


		(2)	is disclosed without restriction to the Executive by a third party;



 


		(3)	is known by the Executive prior to its disclosure by the Company;



 


		(4)	is subsequently developed by the Executive, independently of records, material, information and
trade secrets supplied to the Executive by the Company;



 


		(5)	has been made available by the Company directly or indirectly to a third party without obligation
of confidentiality; or



 


		(6)	the Executive is obligated to produce as a result of a court order or pursuant to governmental
or other legal action, provided that the Company shall have been given written notice of such court order or governmental or other
legal action and an opportunity to appear and object.



 


INTELLECTUAL PROPERTY


The Executive agrees
that any invention, improvement, discovery, process, formula, or method or other intellectual property, whether or not patentable
or copyrightable, conceived or first reduced to practice by Executive, either alone or jointly with others, while performing services
hereunder (or, if based on any of the Company Confidential Information, after the expiration or termination of the Term) (collectively,
“Inventions”) shall belong exclusively to the Company and the Executive hereby assigns to the Company all title and
interest, including copyright and patent rights, thereto and waives any moral rights which the Executive may have therein. If the
Executive develops, prepares or works on the design or development of Inventions that are related to the duties to the Company
and specifically to the mission and goals/growth of the Company including ownership and management of travel services during the
Term, the Executive will keep notes and other written records of such work, which records shall be kept on the premises of the
Company and made available to the Company at all times for the purpose of evaluation and use in obtaining copyright protection
or as a protective procedure. The Executive will upon request of the Company, and at the Company's expense, provide a reasonable
level of assistance to the Company with respect to applications for trademarks, copyrights, patents or other forms of intellectual
property protection for work on which the Executive was involved during the Term. The Executive agrees to execute such documents
as are reasonable and necessary for the purpose of the Company establishing its right of ownership to such property. Without limiting
the foregoing, Executive further acknowledges that all original works of authorship by Executive, whether created alone or jointly
with others, related to Executive’s employment with the Company and which are protectable by copyright, are "works made
for hire" within the meaning of the United States Copyright Act, 17 U. S. C. (S) 101, as amended, and the copyright of which
shall be owned solely, completely and exclusively by the Company. Executive hereby irrevocably designates counsel to the Company
as Executive’s agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights
and to enforce the Company rights under this Section. This Section shall survive the termination of this Agreement.


 


Any assignment
of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be
known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot
be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights
exist, Executive hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights
in the absence of such consent. Executive agrees to confirm any such waivers and consents from time to time as requested by the
Company.


 




    	 



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NON-SOLICITATION


12.       The
Executive covenants and agrees with the Company that he shall not, during the term of his employment hereunder and for a period
ending one year following the date of the termination (for any reason) of his employment:


 


		(a)	directly or indirectly solicit, interfere with or endeavor to direct or entice away from the Company
any person, firm or company who is or has within the preceding year been a customer, client, affiliated agency or otherwise in
the habit of dealing with the Company; or



 


		(b)	Interfere with, entice away or otherwise attempt to induce the termination of employment of any
Executive of the Company.



 


This Section shall survive the termination of this Agreement.


 


NON-COMPETITION


13.       The
Executive covenants and agrees with the Company that he will not (without the prior written consent of the Company which consent
will not be unreasonably withheld) directly or through another person or another entity during the term of his employment hereunder
and for a period of one (1) year following the date of the termination of his employment, carry on or be engaged in any business
within North America which is competitive with the business of the Company, however that the non-compete
shall terminate in the event of a termination of employment by Executive for Good Reason or a termination by the Company other
than for Cause or disability and provided, further that under no circumstances shall Executive disclose Company confidential information.


 


This Section shall survive the termination of this Agreement.


 


INJUNCTIVE RELIEF


14.       The
Executive acknowledges and agrees that the agreements and covenants in sections 12 to 14 are essential to protect the business
and goodwill of the Company and that a breach by the Executive of the covenants in sections 12 to 14 hereof could result in irreparable
loss to the Company which could not be adequately compensated for in damages and that the Company may have no adequate remedy at
law if the Executive breaches such provisions. Consequently, if the Executive breaches any of such provisions, the Company shall
have in addition to and not in lieu of, any other rights and remedies available to it under any law or in equity, the right to
obtain injunctive relief to restrain any breach or threatened breach thereof and to have such provisions specifically enforced
by any court of competent jurisdiction without the obligation of posting a bond.


 


DISPUTE RESOLUTION PROCEDURE


		15.	(a)

                                                                                The parties shall be free to bring all differences of interpretation and disputes arising under or related to this Agreement to the attention of the other party at any time without prejudicing their harmonious relationship and operations hereunder and the offices and facilities of either party shall be available at all times for the prompt and effective adjustment of any and all such differences, either by mail, telephone, or personal meeting, under friendly and courteous circumstances. Notwithstanding the foregoing, any controversy, claim, or breach arising out of or relating to this Agreement which the parties are unable to resolve to their mutual satisfaction shall be resolved in accordance with subparagraph b below.




		(b)	As a condition precedent to invoking any other dispute resolution procedure including litigation,
the parties shall attempt in good faith first to mediate such dispute and use their best efforts to reach agreement on the matters
in dispute. Within five business days of the request of either party, the requesting party shall attempt to employ the services
of a third person mutually acceptable to both parties to conduct such mediation within five business days of the mediator's appointment.
Unless otherwise agreed upon by the parties hereto, the parties shall share the cost of the mediator's fees and expenses equally.
If the parties are unable to agree on such third person, then the requesting party may submit the matter to the nearest office
of the American Arbitration Association for mediation, only, in accordance with the commercial mediation rules then prevailing.
If, on completion of such mediation, the parties are still unable to agree upon and settle the dispute, then either party may initiate
litigation. This Agreement contains no arbitration clause. Binding arbitration may only be used upon the mutual agreement of the
parties hereto.



 




    	 



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SEVERABILITY


16.       The
parties acknowledge that the provisions of sections 12 to 14 hereof (the "Restrictive Covenants") are reasonable
and valid in geographic and temporal scope and all other respects. If any court of competent jurisdiction determines that any of
the Restrictive Covenants or any part thereof, is or are invalid or unenforceable, the remainder of the Restrictive Covenants shall
not thereby be affected and shall be given full effect, without regard to invalid portions. If any court of competent jurisdiction
determines that any of the Restrictive Covenants or any part thereof is unenforceable because of the duration or geographic scope
of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be and, in
its reduced form, such provision shall then be enforceable. The Executive acknowledges that the Company's business extends throughout
the geographical area outlined above and that the geographic scope of the covenants contained herein is reasonable.


 


INDEMNITY


 


17.       Except
for acts of dishonesty, willfully fraudulent or criminal acts or other willfully wrongful acts or omissions on the part of Executive,
the Company agrees to indemnify and save the Executive harmless from and against any and all damages, liabilities, claims, costs,
including reasonable attorneys’ fees, charges and expenses, including any amount paid to settle any action or satisfy any
judgment, incurred by him in connection with his employment or incurred by him in respect of any civil, criminal or administrative
action or proceeding to which the Executive is made a party by reason of having been an officer or Executive of the Company.


 


WHOLE AGREEMENT


18.       This
Agreement constitutes and expresses the whole agreement of the parties hereto with respect to the employment of the Executive by
the Company and with respect to any matters or things herein provided for or hereinbefore discussed or mentioned with reference
to such employment. All promises, representations, collateral agreements and understandings relative thereto not incorporated herein
are hereby superseded by this Agreement.


 


GENERAL


19.       All
notices, request, demands or other communications by the terms hereof required or permitted to be given by one party to the other
shall be given in writing by personal delivery or by facsimile, addressed to the other party as follows:


 


	 	(a)	to the Company at:	Monaker Group, Inc.
	 	 	 	@893 Executive Park Dr
	 	 	 	Suite 201
	 	 	 	Weston, FL 33331
	 	 	Attention:	William Kerby
	 	 	Facsimile No:	(954) 888-9082


 


	 	(b)	to the Executive at:	Timothy Sikora
	 	 	 	[Removed pursuant
    to Regulation S-K Item 601(a)(6)]


 


or such other addresses as may be given by either of them to the
other in writing from time to time.


 


20.         This
Agreement shall be governed by and interpreted under the laws of the State of Florida without regard to principals of conflicts
of law.


 


		21.	All dollar amounts referred to in this Agreement are expressed in U.S. funds.



 


		22.	(a)This Agreement is personal to the Executive and may not be assigned by him.
	 	 	 



		(b)	Except as aforesaid, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns, including, in the case of the Executive, his heirs,
executors, administrators and legal personnel representatives.





    	 



    	 	8



    

 


		23.	Time shall be of the essence of this Agreement and of every part hereof.



 


24.         The
parties acknowledge and agree that, except to the extent the context clearly requires otherwise, the representations, warranties
and covenants set forth herein shall survive the termination or expiration of this Agreement.


 


25.         The
parties acknowledge that each of them has read and understood this Agreement, and that each of them has been given the opportunity
to obtain independent legal advice in connection with this Agreement and its terms.


 


IN WITNESS WHEREOF the parties hereto have executed
this Agreement as of the date first above written.


 


	 	Monaker Group, Inc.
	 	 
	 	 
	 	By:	
	 	 	William Kerby
	 	 	CEO


 


 


 


 


		 	
	
        Witness

         
	 	
        Timothy Sikora

        Executive



 


 




    	 



    	 	9



    

 


Exhibit
A January 30th, 2020


 


 


Executive.Timothy Sikora


 


Section 1.Position


The Position is defined as Chief Information Officer and Chief Operations
Officer (CIO/COO) – Monaker Group Inc. (Company) with the initial responsibilities as listed on Exhibit B.


 


Section 2.Remuneration


 


(a)       Terms
and conditions will include a starting salary will be two hundred thousand dollars ($200,000) per year, on an exempt basis, payable
on a bi-weekly basis.


 


(b)       Additionally,
the Executive will receive insurance that covers medical, dental, vision and life insurance for himself with 100% of the premiums
paid by the Company, and be eligible for bonus programs commensurate with other senior executives of Monaker, which are to be determined
and implemented within the first year of employment (from the Effective Date herein).


 


(c)       Executive
will receive personal memberships, that are sponsored by the Company such as IATA, ASTA, and CLIA.


 


Section 3.Stock


1.       Upon
the signing of this Employment Agreement, the Executive will commence with the key duties required to be performed by the CIO /
COO. The CIO / COO is an integral part of management and operations and must ensure that the goals / objectives of the corporation
are realistic and achievable while at the same time providing the technical solutions and operational discipline needed to protect
and grow the organization. As an incentive to ensure that the corporation’s objectives, technical solutions and operational
disciplines are met, the Executive will be incentivized for the structuring and implementation of processes, technical solutions
and operational disciplines and the ultimate achievement of corporation’s financial objectives.


 


 


Bonus Payments will be made in the form of
Cash and/or commons shares at the option of the executive. Such earned bonuses will be accrued throughout the quarter and paid
within 10 days of the end of each quarter in which the bonus is achieved. As the first 12 months of operations are the most critical,
the bonus payments are based upon growth and specific targets being achieved during the first 12 months of operations and span
a of key area objectives each being independent one time target objectives.


 


 


During the first 12 months all shares earned
under the bonus program are based on $2.00 per share pricing. Key bonus objectives are based on four diverse and challenging roles
the CIO / COO is expected to undertake, which include:


 


		1.	Defining Key Strategies in the following areas:



 


i).Stewardship: Assist with Operator
direction, technical solutions and reporting that support Senior Management.


 


ii).Financial Targets: Be a catalyst
for senior management in launching initiatives and assisting with achieving corporate financial targets such as EBITDA, Cash Flow
or Earnings per share.


 


iii).Evaluation and assistance in defining
and implementing ”Key Strategy” in conjunction with the CEO such that they assist with operations resulting
in clear and fair reporting, and help to provide timely reporting to directors, institutional/investor relations and providing
market clarity to assist with the common stock price reaching reflective pricing.


 


iv)       Evaluation
and assistance in defining and implementing” Key Strategy” in conjunction with the CEO such that they assist
with technical solutions that advance company objectives.


 


And provided that such efforts above result
in Company achieves either


 





		-	$[****]
                                         in gross monthly revenues by June 30th 2020 Or



		-	$[****]
                                         in gross monthly revenues by December 30th 2020 Or








 






    	 



    	 	10



    

		-	The Company achieves an EBIDTA profit in any month up to February 28th 2021.



 


Then with the CEO approval (given at his sole discretion after
assessing achievements), the executive will have a choice of:


 


		-	a 10,000 share bonus



or


		-	a $10,000 cash bonus.



 


		2.	Financial Targets



 


The executive will undertake to assist
senior management in meeting their individual goals and objectives as have previously been established by the company. To accomplish
this both the reporting systems under Stewardship (above) as well as the diligent review and enforcement of reporting/accountability
of the senior managements financial commitments must be adhered to. In the event the executive aids senior management in achieving
the following key metrics by specified date defined below:


 


 


 


Re MBE the company achieves:





		-	Launch
                                         of a [****] by March 15th 2020



		-	Key
                                         product content (defined as [****] units of bookable inventory) by December 31st 2020.



		-	Integration
                                         and launch of product with key distributors being defined as a minimum of [****] companies
                                         via [****] not later than July 31st 2020



		-	Launch
                                         of Maupintour website (targeted [****])



		-	Launch
                                         of an integrated Nexttrip.Biz website (targeted by [****])



		-	Launch
                                         of Nexttrip.com website ([****])








 


Then with the CEO approval (given at his sole discretion after assessing
achievements), the executive will have a choice of up to


 


-a 10,000-share bonus


or


-a $10,000 cash bonus.


 


		3.	Other Compensation



 


As part of the Executive working with
the CEO to aid in:


 


-Mergers and Acquisitions


-Funding structures including
Broker Dealer institutional and investor underwritings,


-Design and implementation of
technology platforms that accelerate financial profitability


-Achieves profitability by February
28th 2021


 


Then the CEO will have the authority at his
sole discretion to access the accomplishments and reward the Executive for assisting in the completion of any/all of the above
with bonus grant of up to a 25,000 share bonus or a $25,000 cash bonus with such bonus form being at the executives option.


On the anniversary of this agreement (year
2) the company will agree to develop a new bonus incentive plan with the Executive.


 


Section 7. Disposition of Stock


If Executive desires to
sell in excess of 10,000 shares of the common stock of the Company in a single transaction or in one or more related transactions
at any time when the daily trading volume of the Company's stock is less than 10,000 shares, then prior to selling any such shares,
Executive shall submit a written offer to the Company for the Company to acquire such shares at the market price of such shares
on the date of such offer. The Company shall have five (5) calendar days in which to notify the Executive of its intent to exercise
such right of first refusal and the closing of such sale shall occur within ten (10) calendar days of such notification. If the
Company does not exercise such right of first refusal then the Executive shall be free to sell such shares in the open market in
accordance with all applicable laws.


 


Section 8.Vacation


The Executive will be eligible for 3 weeks of vacation in the first
year and 4 weeks’ vacation in subsequent years.


 




    	 



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Section 9.Term of Agreement


 


The initial term of this Agreement (the "Initial Term"),
and the employment hereunder, shall be for a period of thirty-six (36) months, commencing on the Effective Date of the Agreement,
unless sooner terminated. The contract may be extended by mutual consent of the parties.


 


Exhibit B


 


Tim Sikora - CIO & COO Monaker Group, Inc.


 


The executive has overall responsibility as
CIO & COO of Monaker Group to implement systems, reporting and accountable management reports such as to help maximize growth
and bottom line success of the Monaker business.


 


The Executive’s main responsibilities
are as follows:


 


		1.	Cash Flow



 


As a new Officer, your job is to control the cash flow position
throughout the company, understand the sources and uses of cash, and maintain the integrity of funds, securities and other valuable
documents. Your responsibilities include the authority to establish accounting policies and procedures in conjunction with the
CEO and CFO for credit and collections, purchasing, payment of bills, and other financial obligations.


 


		2.	Company Supplier and Distributor Contracts



 


You will be responsible to understand all of the company’s
Supplier and Distributor Contracts. The company has many legal contracts that can expose it to liabilities. statutory & tax
obligations, hidden liabilities in the form of contingencies, leases, or insurance summaries, and expectations from loan covenants
and/or the board of directors. Management of these liabilities is key to the company’s financial wellbeing.


 


		3.	Company Performance



You must understand the company business model for generating customer
value and translate the operational metrics into measures for performance. You will be responsible for implementing tools in conjunction
with the CFO like the balanced scorecard, dashboards, and financial statement ratio analysis to communicate both the company’s
expected and actual financial performance.


 


		4.	Department Supervision



 


The company is a small organization with plans for rapid growth.
As the CIO /COO you are the supervisor of operations, employee and technology expenditures. You will be required to support the
company’s policies, procedures and methods for automating document control.


 


		5.	Financial Obligations



 


As the CIO, you need to approve all agreements concerning technology
developments and obligations, such as contracts for scope of development work, IT assets, and services, and other actions requiring
a commitment of financial resources.


 


		6.	Record Control



 


You will be responsible for the financial aspects of all company
transactions including Corporate Travel agreements, Travel supplier/fulfillment Contracts, contracts, and leases. The COO will
also review and recommend insurance coverage as required (D&O, Travel, content, customer etc.) . Additionally you will work
with the CFO to ensure the maintenance of appropriate financial records, prepares required financial reports, insures audits are
completed in time and statutory book closing occur. One of the primary COO and CFO responsibilities is ensuring company compliance
with financial regulations and standards, like Sarbanes, the IRS Tax Code, and GAAP (and soon, IFRS).


 


		7.	Shareholder Relations



 


Analysis of company shareholder relations policies, procedures,
and information programs, including the annual and interim reports to shareholders and the Board of Directors, as well as recommends
to the CEO of new or revised policies, procedures, or programs when needed.17


 


		8.	Budgeting and Expense Control



 


You are responsible for working with the CEO and CFO in overseeing
the budget process, collecting the inputs, and comparing the company’s actual performance with estimates (the budget).


Such other duties as may be assigned by the CEO of Monaker from
time to time.