Monaker Group, Inc. 10-K


Exhibit 10.5


 


 







STOCK PURCHASE AGREEMENT


 


This
Stock Purchase Agreement (“Agreement”) is entered into as of January 23, 2016 by and between Monaker Group, Inc. (“Seller”)
and BC 1062800 Ltd. (“Purchaser”).


 


Purchaser
and Seller may collectively be referred to as the “Parties.”


  


WHEREAS, Seller is the record owner and holder
of shares of the capital stock of Next 1 Networks, Inc. (the “Company”), a Delaware Corporation; and


 


WHEREAS, the Parties desire to enter into this
Agreement pursuant to which Purchaser will purchase from Seller shares of capital stock of the Company.


 


NOW, THEREFORE, in consideration for the promises
set forth in this Agreement, the Parties agree as follows:


 


		1.	PURCHASE AND SALE: Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase
from Seller, and Seller hereby agrees to sell, transfer and convey to the Purchaser 100% of the stock of the Company (the “Stock”).



 


		2.	PURCHASE PRICE: The purchase price shall be TEN dollars ($10.00) (the “Purchase Price”), to be paid to the
Seller in cash at the closing.



 


		3.	CLOSING: The closing contemplated by this Agreement for the transfer of the Stock and the payment of the Purchase Prices
shall take place on January 23, 2016 at Monaker Group, Inc., 2690 Weston Road, #200, Weston Florida 33331 (the “Closing”).
The certificates representing the Stock shall be duly endorsed for transfer or accompanied by an appropriate stock transfer.



 


		4.	REPRESENTATIONS AND WARRANTIES OF SELLER: Seller hereby warrants and represents that:



 


		(a)	Restrictions on Stock. The Seller is not a party to any agreements that create rights or obligations in the Stock relating
to any third party including voting or stockholder agreements. The Seller is the lawful owner of the Stock, free and clear of any
encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the Stock as contemplated
in this Agreement.



		(b)	Organization and Standing. To the Seller’s knowledge, the Company is duly organized, validly existing and in good
standing under the laws of the State of Delaware and has full power and authority to own and operate its property and assets
and to carry on its business as presently conducted.



 






 



    


     

    

 





 


		5.	SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this
Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any
court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed
to be construed as so limited.



 


		6.	BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the
heirs, legal representatives, successors and permitted assigns of the Parties.



 


		7.	BROKER’S FEES: The Parties represent that there has been no act in connection with the transactions contemplated
in this Agreement that would give rise to a valid claim against either party for a broker’s fee, finder’s fee or other
similar payment.



 


		8.	ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding
or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or
other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in
writing and must be signed by both the Seller and Purchaser.



 


		9.	GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.



 


		10.	NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return
receipt requested, postage prepaid, or delivered by overnight delivery service:



 


		(a)	If to Purchaser:



Mark
Fiorirto


BC
1062800 Ltd.


1370-
Everall Street


White
Rock B.C. V4B 3S6


 


		(b)	If to Seller:



William
Kerby, CEO & Chairman


Monaker
Group, Inc


2690
Weston Road, #200


Weston,
Florida 33331


 


		11.	WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation
of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.



 





	Stock Purchase Agreement



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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the day and year first above written. 


 


	PURCHASER:	 	SELLER:
	 	 	 
	BC 1062800 Ltd.	 	Monaker Group, Inc.
	 	 	 
	 	 	/s/ William Kerby 
	 	 	 
	Mark Fiorirto	 	William Kerby
	(Name)	 	(Name)
	 	 	CEO & Chairman
	(Position)	 	(Position)






 





	Stock Purchase Agreement



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