MONAKER GROUP, INC. 8-K


 


Exhibit
10.1


 


 








 


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







 


Asset
Management Services Agreement


 


ASSET
MANAGEMENT SERVICES AGREEMENT


by
and between


TD
Assets Holding, LLC, as Operator


and


MONAKER
GROUP, INC., as Owner


Dated
as of August 15, 2019


 


This
ASSET MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is entered into as of August 15, 2019 by and between
Monaker Group, Inc., a Nevada corporation (the “Owner”) and TD Assets Holding, LLC, a Wyoming limited liability
company (“Operator”, each of Owner and Operator a “Party” and together, the “Parties”);
and with respect to the following facts:


 


		A.	Owner
                                         is engaged in the business of developing technology for the travel and vacation rental
                                         markets;



 


		B.	Pursuant
                                         to that certain Intellectual property asset purchase agreement (the “Intellectual
                                         Property Asset Purchase Agreement”) of even date herewith by and between Owner
                                         and IDS Inc., a Nevada corporation Owner has acquired from an affiliate of Operator certain
                                         proprietary technology for the reservation and booking of vacation lodging known as the
                                         Travel Booking Engine;



 


		C.	Operator
                                         possess familiarity with the Travel Booking Engine and specialized experience, knowledge,
                                         and know-how for the commercial exploitation of the same;



 


		D.	Owner
                                         desires to contract for, and Operator desires to provide, certain asset management services
                                         relating to the operation and commercial exploitation of the Travel Booking Engine as
                                         further described herein, upon the terms and subject to the conditions set forth in this
                                         Agreement;



 


Terms
used herein and not otherwise defined shall have the meanings set forth in the Intellectual Property Asset Purchase Agreement:


 


NOW,
THEREFORE, in consideration of the foregoing and the respective covenants, representations and promises set forth herein, the
Parties agree as follows:


 


 


ARTICLE
I


 


ASSET
MANAGEMENT SERVICES


 


For
a period not to exceed twelve (12) months from the date hereof, unless otherwise extended by mutual agreement of Operator and
Owner, Operator shall provide to Owner the technical, consulting, marketing, business development, technology development, and
other services in connection with the operation and commercial exploitation of the Travel Booking Engine as set forth in further
detail on Schedule I hereto (the “Asset Management Services”).


 






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ARTICLE
II


 


ASSET
MANAGEMENT SERVICES FEE


 


In
consideration of the Asset Management Services and the rights, conveyances, covenants, representations and warranties of the Operator
as set forth in Article I of this Agreement, Owner hereby agrees to pay Operator the fees set forth on Schedule II
hereto (the “Asset Management Services Fee”).


 


ARTICLE
III


 


OWNER
SUPPORT COMMITMENT


 


The
Operator’s provision of the Asset Management Services is contingent upon the Owner’s commitment to provide financial
support and other resources as set forth in further detail on Schedule III hereto (the “Owner Support Commitment”).


 


ARTICLE
VI


 


MISCELLANEOUS
PROVISIONS


 


6.1
WAIVER; MODIFICATION. No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver,
modification or discharge is agreed to in writing and signed by each of the parties hereto or a duly authorized representative
thereto. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time.


 


6.2
INVALIDITY. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable
or invalid to any extent, the remainder of this Agreement shall not be affected thereby, and this Agreement shall be construed
to the fullest extent possible as to give effect to the intentions of the provision found unenforceable or invalid.


 


6.3
PARTIES IN INTEREST. This Agreement may not be assigned without the prior written consent of the other Party hereto (whether by
a sale of all or substantially all of its assets, a change in control or by operation of law), which consent shall not be unreasonably
withheld or delayed; provided however that Operator may freely assign this Agreement to any entity controlled by, controlling
or under common control with the Operator. This Agreement shall be binding upon the parties hereto and all successors.


 


6.4
EXPENSES. Except as otherwise specifically provided for herein, each party hereto shall bear all expenses incurred by it in connection
with this Agreement including, without limitation, the charges of its counsel, accountants and other experts.


 


6.5
GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed
in accordance with the laws of the State of Florida without regard to its conflicts of law principles.


 


6.6
COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 






    	 	2	 



     


    

 


 


6.8
HEADINGS. All headings contained in this Agreement are for reference purposes only and shall not in any way effect the meaning
or interpretation of any provision or provisions of this Agreement.


 


6.9
INTEGRATION. This Agreement, and the documents to be delivered in connection therewith, and the exhibits and schedules thereto,
if any, set forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede all
prior and contemporaneous agreements, promises, covenants, arrangements, understandings, communications, representations or warranties,
whether oral or written, by any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained
herein is hereby terminated and canceled. No agreements or representations, whether written, oral, express or implied, with respect
to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement and the other documents
to be delivered in connection herewith and therewith.


 


[signature
page follows]


 


 



    	 	3	 



     


    




IN
WITNESS WHEREOF, the Parties hereto have caused this Asset Management Services Agreement to be duly executed as of the day and
year first above written.


 


	 	 	 
	 	MONAKER
    GROUP, INC.
	 	 	 
	 	By:	/s/
        Bill Kerby

	 	Name:	Bill
    Kerby 
	 	Title:	Chief
    Executive Officer 


 


	 	 	 
	 	TD
    Assets Holding, LLC
	 	 	 
	 	By:	/s/
        Ari Daniels

	 	Name:	Ari
    Daniels
	 	Title:	Managing
    Member


 






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Schedule I


to Asset Management
Services Agreement


 


Asset Management Services 


 


The asset management services to be provided by Operator shall consist
of the following:


 


It is understood that [****] will need to continue to operate IDS
Inc. but will agree to spend time as required to work with William Kerby and designated Buyer staff supporting the division responsible
for the operation and commercial exploitation of the Travel Booking Engine in the following areas:


 


		A)	Marketing; Technology Development; Business Development



		1)	Marketing budget spend



		2)	Technology / projects development



		3)	Strategic distribution partnerships/relationships



		4)	Strategic product partnerships/relationships



		5)	Completion and delivery of [****]



		6)	Operator will work to finish vacation rental booking engine platform already started at Monakers expense



 


		B)	Initial anticipated contracts include:



		1)	[****]



		2)	[****]



		3)	[****]



		4)	[****]



		5)	[****]



		6)	[****]



		7)	[****]



		8)	[****]



		9)	[****]



		10)	[****]



		11)	[****]



		12)	[****]



		13)	[****]



 







    	 



    	 



    

Schedule II


to Asset Management
Services Agreement


 


Asset Management Services Fee


 


The asset management services fee shall consist of (i) a one-time
payment in immediately available funds on the date hereof for the account of the Operator in the amount of $350,000 and (ii) a
payment in immediately available funds 90 days following the Closing Date for the account of the Operator in the amount of $284,000.


 


 




    	 



    	 



    

Schedule III


to Asset Management
Services Agreement


 


Owner Support Commitment


 


The Owner Support Commitment shall consist of the following:


 


 


The provision of the Asset Management Services by the Operator in
connection with the operation and commercial exploitation of the Travel Booking Engine on behalf of the Owner will be coordinated
among [****] and William Kerby based upon their mutual agreement as to how Owner will supply a minimum of $1,200,000 in funding
of the operation over a seven (7) month period, with the key elements including:


 


		A)	Staffing, Office & Equipment



		1)	Provide offices and equipment



		2)	Hire a [****] to set up financial reporting



		3)	Hire a [****]



		4)	Hire operations person



		5)	Hire call center staff in Weston or outsource



		6)	Contract Tech staff as needed



		7)	Make offers to the following to participate through either salary or commission



 


[****]


[****]


[****]


		8)	[****]



 


		B)	Technology development



		1)	[****]



 


		C)	Marketing Budget estimated as follows:



Month 1 - [****]


Month 2 – [****]


Month 3 – [****]


Month 4 - [****]


Month 5 onward - balance of funds remaining after
allowing for expenditures committed to in A) and B) above.


 


		D)	Miscellaneous:



Owner will make arrangements for the Travel Booking
Engine division or subsidiary to have its own merchant accounts.