Exhibit 10.1


 


EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT
(the “Agreement”) is dated as of November 20, 2015,
by and between Monaker Group, Inc. (formerly known as Next 1 Interactive, Inc.), a Nevada corporation, with headquarters located
at 2690 Weston Road, Weston, Florida 33331 (the “Company”) and Monaco Investment Partners II, LP with a residence
located at 201 Secretariat Court, Wheaton, IL 60189 (the “Noteholder”).


 


WHEREAS:


 


A.           The
Noteholder owns Convertible Promissory Notes and Accrued Interest of $764,384 and desires to exchange all of the Convertible Promissory
Notes and Accrued Interest for 305,754 shares of common stock of the Company (the “Common Stock”); 


 


B.           The
Noteholder is (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Securities Act”), by reason of Rule 501(a)(3); (ii) experienced
in making investments of the kind described in this Agreement and the related documents hereto; and (iii) able to afford the entire
loss of Noteholder’s investment in the exchange of Convertible Promissory Notes and Accrued Interest for Common Stock;


 


C.           The
exchange of Convertible Promissory Notes and Accrued Interest will be made in reliance upon the exemption from registration provided
by Section 3(a)(9) of the Securities Act of 1933 (“Section 3(a)(9)”).


 


NOW, THEREFORE,
in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:


 


1.           EXCHANGE.


 


1.1           Exchange.
Subject to the satisfaction or waiver of the conditions with respect to the Closing set forth in Sections 5 and
6 below, at the Closing (as defined below) the Noteholder and the Company shall, pursuant to Section 3(a)(9), exchange Convertible
Promissory Notes and Accrued Interest of $764,384  for 305,754 shares of
Common Stock (calculated at $2.50 per share of Convertible Promissory Notes and Accrued Interest exchanged for Monaker Common Share).



 


1.2           Closing.
The closing of the exchange contemplated herein (the “Closing”) shall occur at the offices of Gracin & Marlow,
LLP. The date and time of the Closing shall be 10:00 a.m., New York time, on the first Business Day on which the conditions to
the Closing set forth in Sections 5 and 6 below are satisfied or waived (or such later date as is mutually agreed to by the Company
and the Noteholder). The Company has the right, in its sole discretion, to terminate this Agreement at any time prior to the Closing.


 


1.3           Consideration.
The Common Stock shall be issued to the Noteholder in exchange for the Convertible Promissory Notes and Accrued Interest without
the payment of any additional consideration.


 




     


     


    

 


1.4           Delivery.
In exchange for the Convertible Promissory Notes and Accrued Interest, within five business days of receipt by the Company from
the Noteholder (or its designee) of the executed copy of this Agreement, the Company shall deliver or cause to be delivered to
the Noteholder the shares of Common Stock issued in exchange for shares of Convertible Promissory Notes and Accrued Interest. As
of the Closing Date, the Convertible Promissory Notes and Accrued Interest exchanged for Common Stock shall be null and void and
any and all rights arising thereunder shall be extinguished, including all interest rights.


 


2.           COMPANY
REPRESENTATIONS AND WARRANTIES.


 


The Company
represents and warrants to the Noteholder that:


 


2.1           Reporting
Company Status. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State
of Nevada, and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The
Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature
of the business conducted or property owned by it makes such qualification necessary other than those jurisdictions in which the
failure to so qualify would not have a material and adverse effect on the business, operations, properties, prospects or condition
(financial or otherwise) of the Company. The Company has registered its Common Stock pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).


 


2.2           Authorized
Shares. The Company has authorized the issuance of the shares of Common Stock and, when issued the Common Stock will be duly
and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being
such holder.


 


2.3           Exchange
Agreement. This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this
Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will
be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general
principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’
rights generally.


 


2.4           Non-contravention.
The execution and delivery of this Agreement by the Company, the issuance of the Common Stock, and the consummation by the
Company of the other transactions contemplated by this Agreement do not and will not conflict with or result in a breach by the
Company of any of the terms or provisions of, or constitute a default under: (i) the certificate of incorporation or by-laws of
the Company; (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party
or by which it or any of its properties or assets are bound; (iii) any existing applicable law, rule, or regulation or any applicable
decree, judgment; or (iv)any order of any court, United States federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over the Company or any of its properties or assets, except such conflict, breach or default
which would not have a material adverse effect on the transactions contemplated herein. The Company is not in violation of any
material laws, governmental orders, rules, regulations or ordinances to which its property, real, personal, mixed, tangible or
intangible, or its businesses related to such properties, are subject.


 




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2.5           Approvals.
No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock
exchange or market is required to be obtained by the Company for the issuance and exchange of the Common Stock to the Noteholder
as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.


 


2.6           SEC
Documents, Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements
of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) (the “SEC Documents”). As of
their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the
Exchange Act as the case may be and the rules and regulations of the SEC promulgated thereunder and other federal, state and local
laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the
SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations
of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent
they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments).


 


3.           NOTEHOLDER
REPRESENTATIONS AND WARRANTIES.


 


As a material inducement
to the Company to enter into this Agreement and consummate the Exchange, the Noteholder represents, warrants and covenants with
and to the Company as follows:


 


3.1           Authorization
and Binding Obligation. The Noteholder has the requisite legal capacity, power and authority to enter into, and perform under,
this Agreement and to acquire the Common Stock being issued to such Noteholder hereunder. The execution, delivery and performance
of this Agreement by such Noteholder and the consummation by such Noteholder of the transactions contemplated hereby and thereby
have been duly authorized by all requisite corporate, partnership or similar action on the part of such Noteholder and no further
consent or authorization is required. This Agreement has been duly authorized, executed and delivered. This Agreement constitutes
the legal, valid and binding obligations of the Noteholder, enforceable against the Noteholder in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and
remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.


 




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3.2           Beneficial
Owner. With respect to the Convertible Promissory Notes and Accrued Interest: (i) the Noteholder owns, good and marketable
title to the Convertible Promissory Notes and Accrued Interest and the right to receive interest thereon, free and clear of any
liens or encumbrances and the Convertible Promissory Notes and Accrued Interest has been pledged to any third party; (ii) Neither
the Convertible Promissory Notes and Accrued Interest held by the Noteholder nor the right to receive interest thereon is subject
to any transfer restriction, other than the restriction that they have not been registered under the Securities Act or applicable
state securities laws and, therefore, cannot be resold unless registered under the Securities Act or applicable state securities
laws or in a transaction exempt from or not subject to the registration requirements of the Securities Act or applicable state
securities laws; (iii) the Noteholder has not entered into any agreement or understanding with any person or entity to dispose
of any of the Convertible Promissory Notes and Accrued Interest or the interest to be issued with respect to the Convertible Promissory
Notes and Accrued Interest; and (iv) at the Closing, the Noteholder will convey to the Company good and marketable title to the
Convertible Promissory Notes and Accrued Interest thereon, free and clear of any security interests, liens, adverse claims, encumbrances,
taxes or encumbrances.


 


3.3           Liens.
There are no outstanding liens, claims, offset rights, or other encumbrances relating to the Convertible Promissory Notes and Accrued
Interest. To the knowledge of the Noteholder, the exchange by the Noteholder and the consummation of the transactions herein, does
not by itself or with the passage of time violate or infringe upon the rights of any third parties or result or could reasonably
result in any claims against the Noteholder or the Company.


 


3.4           Sale
or Transfer. The Noteholder has not sold, assigned, conveyed, transferred, mortgaged, hypothecated, pledged or encumbered or
otherwise permitted any lien to be incurred with respect to the Convertible Promissory Notes and Accrued Interest.


 


3.5           Proceedings.
No proceedings relating to the Convertible Promissory Notes and Accrued Interest are pending or, to the knowledge of the Noteholder,
threatened before any court, arbitrator or administrative or governmental body that would adversely affect the Noteholder’s
right and ability to surrender and exchange the Convertible Promissory Notes and Accrued Interest.


 


3.6           Conveyance.
The Noteholder has full legal and equitable title to the Convertible Promissory Notes and Accrued Interest, free and clear of all
liens, pledges or encumbrances of any kind, nature or description, with full and unrestricted legal power, authority and right
to enter into this Agreement and to transfer and deliver such Convertible Promissory Notes and Accrued Interest to the Company
pursuant hereto, and upon delivery of the Convertible Promissory Notes and Accrued Interest to the Company, the Company will be
the owner of the Convertible Promissory Notes and Accrued Interest free and clear of all liens, claims, pledges or encumbrances
of any kind, nature or description.


 




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3.7           Action.
The Noteholder has taken no action that would impair its ability to transfer the Convertible Promissory Notes and Accrued Interest.


 


3.8           Interest.
No person other than the Noteholder has any right or interest in the Convertible Promissory Notes and Accrued Interest or the interest
accrued to the date of closing.


 


3.9           Tax
Consequences. The Noteholder acknowledges that the exchange of the Convertible Promissory Notes and Accrued Interest may involve
tax consequences to the Noteholder and that this Agreement does not contain tax advice. The Noteholder acknowledges that it has
not relied and will not rely upon the Company with respect to any tax consequences related to the exchange of the Convertible Promissory
Notes and Accrued Interest. The Noteholder assumes full responsibility for all such consequences and for the preparation and filing
of any tax returns and elections which may or must be filed in connection with the Convertible Promissory Notes and Accrued Interest.


 


3.10         Reliance
on Exemptions. The Noteholder understands that the shares of Common Stock being issued in the exchange are being issued in
reliance on specific exemptions from the registration requirements of United States federal and state securities laws provided
by Section 3(a)(9) and that the Company is relying in part upon the truth and accuracy of, and the Noteholder’s compliance
with, the representations, warranties, agreements, acknowledgments and understandings of the Noteholder set forth herein in order
to determine the availability of such exemptions and the eligibility of the Noteholder to acquire the Common Stock.


 


3.11         No
Governmental Review. The Noteholder understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Common Stock or the fairness or suitability of the exchange
with the Common Stock nor have such authorities passed upon or endorsed the merits of the exchange of the Common Stock.


 


3.12         No
Conflicts. The execution, delivery and performance by the Noteholder of this Agreement and the consummation by the Noteholder
of the transactions contemplated hereby will not (i) conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Noteholder is a party or (ii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws) applicable to the Noteholder, except in the case of clause
(i) or (ii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of the Noteholder to perform its obligations hereunder.


 


3.13         No
Public Sale or Distribution. The Noteholder is acquiring the Common Stock for its own account and not with a view towards,
or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant
to sales registered or exempted under the Securities Act. The Noteholder does not presently have any agreement or understanding,
directly or indirectly, with any person to distribute any of the shares of Common Stock for its own account or with a view towards,
or for resale in connection with, the public sale of securities in violation of applicable securities laws.


 




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3.14         Information.
The Noteholder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Common Stock which have been requested by the Noteholder. The
Noteholder and its advisors, if any, have been afforded the opportunity to ask questions of the Company. The Noteholder understands
that its exchange of the Common Stock involves a high degree of risk. The Noteholder has sought such accounting, legal and tax
advice as it has considered necessary to make an informed decision with respect to its acquisition of the Common Stock. Without
limiting the generality of the foregoing, the Noteholder has also had the opportunity to obtain and to review: (i) the Company’s
Quarterly Reports on Form 10-Q for the quarters ended May 31, 2015 and August 31, 2015, and (ii) the Company’s Annual Report
on Form 10-K for the year ended February 28, 2015.


 


3.15         Transfer
or Resale. The Noteholder understands that: (i) the shares of Common Stock have not been and are not being registered under
the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder; (B) the Noteholder shall have delivered to the Company (if requested by the Company) an opinion of counsel
to the Noteholder, in a form reasonably acceptable to the Company, to the effect that the shares of Common Stock to be sold, assigned
or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; or (C) the Noteholder provides
the Company with reasonable assurance that the shares of Common Stock can be sold, assigned or transferred pursuant to Rule 144
or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”) and
(ii) any sale of the shares of Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule
144.


 


4.           COVENANTS.


 


4.1           Reasonable
Best Efforts. The Company shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by
it as provided in Section 6 of this Agreement. The Noteholder shall use its reasonable best efforts to timely satisfy each of the
conditions to be satisfied by it as provided in Section 5 of this Agreement.


 


5.           CONDITIONS
TO COMPANY’S OBLIGATIONS HEREUNDER.


 


The obligations of
the Company to the Noteholder hereunder are subject to the satisfaction of each of the following conditions (except to the extent
such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing),
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion by providing the Noteholder with prior written notice thereof:


 


5.1           The
Noteholder shall have duly executed this Agreement and delivered the same to the Company.


 




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5.2           The
representations and warranties of the Noteholder shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date
which shall be true and correct as of such specified date), and the Noteholder shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied
with by the Noteholder at or prior to the Closing Date.


 


5.3           No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


6.           CONDITIONS
TO THE NOTEHOLDER’S OBLIGATIONS HEREUNDER.


 


The obligations of
the Noteholder hereunder are subject to the satisfaction of each of the following conditions (except to the extent such condition
is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided
that these conditions are for the Noteholder’s sole benefit and may be waived by the Noteholder at any time in its sole discretion
by providing the Company with prior written notice thereof:


 


6.1           The
Company shall have duly executed and delivered this Agreement to the Noteholder.


 


6.2           Each
and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a
specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.


 


6.3           The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the transactions
contemplated by this Agreement.


 


6.4           No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


7.           MISCELLANEOUS.


 


7.1           Legends.
The Noteholder acknowledges that the certificate(s) representing the shares of Common Stock shall conspicuously set forth on the
face or back thereof a legend in substantially the following form:


 




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“THESE SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE RULES AND REGULATIONS PROMULGATED
THEREUNDER, OR UNDER THE SECURITIES LAWS, RULES OR REGULATIONS OF ANY STATE; AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
RULES OR REGULATIONS OR AN EXEMPTION THEREFROM DEEMED ACCEPTABLE BY COUNSEL TO THE COMPANY.”


 


7.2           Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of Florida, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Florida or any other jurisdictions) that would cause the application of the laws
of any jurisdictions other than the State of Florida.


 


7.3           Arbitration.
Both parties shall resolve all disputes, controversies and differences which may arise between the parties, out of or in relation
to or in connection with this Agreement, after discussion in good faith attempting to reach an amicable solution. Provided that
such disputes, controversies and differences remain unsettled after discussion between the parties, both parties agree that those
unsettled matter(s) shall be finally settled by arbitration in Boca Raton, Florida in accordance with the latest Rules of the American
Arbitration Association. Such arbitration shall be conducted by three arbitrators appointed as follows: each party will appoint
one arbitrator and the appointed arbitrators shall appoint a third arbitrator. If within 30 days after confirmation of the last
appointed arbitrator, such arbitrators have failed to agree upon a chairman, then the chairman will be appointed by the American
Arbitration Association. The decision of the tribunal shall be final and may not be appealed. The arbitral tribunal may, in its
discretion award fees and costs as part of its award. Judgment on the arbitral award may be entered by any court of competent jurisdiction,
including any court that has jurisdiction over either party or any of their assets. At the request of any party, the arbitration
proceeding shall be conducted in the utmost secrecy subject to a requirement of law to disclose. In such case, all documents, testimony
and records shall be received, heard and maintained by the arbitrators in secrecy, available for inspection only by any party and
by their attorneys and experts who shall agree, in advance and in writing, to receive all such information in secrecy.


 


7.4           Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to the
extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”),
shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other
party hereto shall re-execute original forms hereof and deliver them in person to all other parties. No party hereto shall raise
the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever
waives any such defense, except to the extent such defense related to lack of authenticity.


 




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7.5           Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


7.6           Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


7.7           Entire
Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Noteholder, the Company,
their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement, contains
the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,
neither the Company nor the Noteholder makes any representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Noteholder,
and any amendment to this Agreement made in conformity with the provisions of this Section shall be binding upon the Noteholder.
No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.


 


7.8           Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one business day after deposit with an overnight courier service, in each case properly addressed to the party
to receive the same. The addresses and facsimile numbers for such communications shall be:


 


If to the Company:


 


Monaker Group, Inc.


2690 Weston Road


Weston, Florida 33331


Attention: Adam Friedman, Chief Financial Officer

Telephone: (954) 888-9779


Facsimile: (954) 888-9082


 




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with a copy (for informational purposes only) to:


 


Gracin & Marlow, LLP


The Chrysler Building


405 Lexington Avenue, 26th Floor


New York, New York 10174


Telephone: (212) 907-6457


Facsimile: (212) 208-4657


Attention: Leslie Marlow, Esq.


 


If to the Noteholder:


 


Donald P. Monaco, Managing General Partner


Monaco Investment Partners II, LP


201 Secretariat Court


Wheaton, IL 60189


Telephone: (630) 728-5571


dpmonaco@ameritech.net




 


with a copy (for informational purposes only) to:


 


to its address and facsimile number set
forth above, or to such other address and/or facsimile number and/or to the attention of such other person as the recipient party
has specified by written notice given to each other party five days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication; (B) mechanically or electronically
generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page
of such transmission; or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


7.9           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns, including any purchasers of the Convertible Promissory Notes and Accrued Interest. The Company shall not assign this Agreement
or any rights or obligations hereunder without the prior written consent of the Noteholder. The Noteholder may assign some or all
of its rights hereunder without the consent of the Company.


 




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7.10         Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality
or applicability of a more general representation or warranty.


 


IN WITNESS WHEREOF, the Noteholder
and the Company have caused their respective signature pages to this Agreement to be duly executed as of the date first written
above.


 


	 	COMPANY:
	 	 
	 	MONAKER GROUP, INC.
	 	 
	 	By:	/s/ William Kerby
	 	Name: William Kerby
	 	Title: President and Chief Executive 

Officer
	 	 
	 	NOTEHOLDER:
	 	 
	 	Monaco Investment Partners II, LP
	 	 
	 	By:	/s/ Donald P. Monaco
	 	Name: Donald P. Monaco
	 	Title: Managing General Partner


 




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