Monaker Group, Inc. 10-Q


Exhibit 4.1





February 26th, 2015


Mark Wilton

209 N. Birch Road

Suite 1601

Fort Lauderdale, FL 33304


Dear Mark,


As per the Second
Note Amendment dated May 15, 2015, between Monaker Group, Inc. (formerly known as Next 1 Interactive, Inc.) and Mark Wilton, Monaker
Group, Inc., Monaker Group hereby exercises its right under section 4 of the Second Note Amendment and is converting $1,500,000
of your outstanding Convertible Promissory Note into 750,000 Monaker common stock based upon a price of $2.00, which represents
80% of the five day trailing average closing price of Monaker Common Stock as of February 26, 2015. This $1,500,000 conversion
will reduce the current balance of Note A of $1,409,326.


The remaining Note
balance will be $1,409,326 and Monaker will continue to make monthly interest payments of $15,000 until the Note is repaid or balance
is converted per the terms of the Second Note Amendment (a copy hereto attached).


	 	Sincerely yours,
	 	
	 	Bill Kerby

CEO

Monaker Group, Inc.


 


 





 


 


Monaker Group, Inc. • 2690 Weston
Road • Suite 200 • Weston, Florida 33331

Phone: (954) 888-9779 • Fax: (954) 888-9082 • Website: www.monakergroup.com


 




    	 



    	 



    

SECOND AMENDED NOTE AMENDMENT


Reference is
made to those certain secured convertible promissory notes issued to Mark A Wilton (“Holder”) by Next 1
Interactive, Inc. (“Maker” or “Next 1”), dated April 15, 2011,April 15, 2001,April 15, 2011, October
14, 2011,January 3, 2012, January 12, 2012, May 15, 2012 and October 4, 2012, respectively, in the amounts of $4,388,526,
$1,500,000, $211,000, $83,000, $100,000, $100,000, $75,000 and $505,000, respectively and totaling $6,962,526, copies of
which are attached hereto (the “Notes”). Here in and thereafter the note in the amount of $4,388,526 shall be
known as Note A. The note in the amount of $1,500,000 shall be known as Note B. The note in the amount of $211,000 shall be
known as Note C. The remaining five notes total $863,000 ($83,000, $100,000, $100,000, $75,000 and $505,000). The current
balance of all of the above Notes after conversions, assignments and interest totals $6,009,326 as of October 31, 2014.
Capitalized terms used and not defined herein shall have the meanings set forth in the respective Notes. The non-audited net
total in dollars for all the above notes: is $6,009,326 as of October 31, 2014.


		1.	Note A, originally issued at $4,388,526, previously reduced to $4,385,326, will be further
                                                               reduced to $2,148,326. $2,237,000 of this Note will be converted into Next 1 Interactive, Inc. common shares at $0.10 per
                                                               share, or 22,370,000 common shares.



		2.	Note B, originally issued at $1,500,000, has been previously reduced to $550,000 due to principal
reductions and exchanges, including the exchanges into other Notes.



		3.	Note C will remain the same - $211,000.



		4.	The remaining Notes of $863,000 will also be converted into Next 1 Interactive, Inc. common shares
at $0.10 per share, or 8,630,000 common shares.



		5.	In summary, the total amount of $3,100,000 ($2,237,000 and $863,000 above) of Notes will be converted
into Next 1 Interactive, Inc. common shares at $0.10 per share, or 31,000,000 (22,370,000 and 8,630,000) common shares.



 




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WHEREAS, the
Maker has sought the Holder’s consent to amend the Notes to help Maker build its business operations while allowing it to
continue to only make interest payments to Holder.


NOW, THEREFORE,
in consideration of the mutual covenants contained herein below, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree to amend the Notes as follows:


		1.	Interest is to be paid monthly. It is understood that the interest is due on the first day of each
month and payable by the 15th of each month. On February 15, 2015, the first payment of $15,000 will be made.



		2.	The Maturity Date of the remaining $2,909,326 of Notes shall be extended to December 1st,
2016. In addition, on or after December 1, 2016, the Maker shall have the right to extend the Maturity Date of each of the
Notes to December 1st, 2017 provided that all monthly interest payments of $15,000 due to Holder from Maker under the
Notes have been paid.



		3.	Interest on the $2,909,326 of Notes will be 6% and be paid monthly, with payments of $15,000 being
made by the 15th of each month. The interest rate is tied to prime. As prime rises or gets lower, the rate will adjust.



		4.	The remaining $2,909,326 of Notes will carry the right for Holder to convert at any time into
                                                                  Next 1 common stock at a fixed amount of ten cents ($0.10) cents per share AND will carry the right for Next 1 to force
                                                                  conversion into the Next 1 common stock based upon 80% of the 5 day trailing average closing price of the Next 1 common
                                                                  stock.



		5.	The $90,000 interest payment that was due October 15, 2014, has be paid through the issuance of
$75,000 of Preferred B Stock of Next 1 and the issuance of 1,500,000 of Next 1 warrants at $0.01. The remaining $15,000 was paid
by check prior to the execution of this agreement.



 




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The $45,000 interest payment that
was due January 15, 2015 was paid by check prior to the execution of this agreement.


Thereafter, starting February
2015, monthly payments of $15,000 are to be made by the 15th of each month. The interest payment is due on the first
of each month and payable no later than the 15th of the month.


		6.	The Notes, as amended by this Second Amendment along with the First Amendment executed on February
24, 2014, contain the entire agreement between the parties hereto regarding same, and there are no other agreements, warranties
or representations which are not set forth therein or herein. This Amendment may not be modified or amended except by an instrument
in writing duly signed by or on behalf of the parties hereto.



		7.	This Amendment shall be governed by and construed and enforced in accordance with the local laws
of the State of Florida applicable to agreements made and to be performed entirely within the State, without regard to conflict
of laws principles.



		8.	This Amendment may be executed simultaneously in any number of counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same instrument.



Executed February 17, 2015.


	NEXT 1 INTERACTIVE, INC. (“MAKER”)	 	HOLDER:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	By:		 	By:	
	 	Bill Kerby – CEO	 	 	Mark A. Wilton


 


 



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