securities PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2021 • NextPlay Technologies Inc. • Transportation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2021 between NextPlay Technologies Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT Nextplay technologies inc.Common Stock Purchase Warrant • November 3rd, 2021 • NextPlay Technologies Inc. • Transportation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 1, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 1, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NextPlay Technologies Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2010 • Next 1 Interactive, Inc. • Services-advertising • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2010, by and between NEXT 1 INTERACTIVE, INC., a Nevada corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 2nd, 2018 • Monaker Group, Inc. • Transportation services • New York
FORM OF COMMON STOCK PURCHASE WARRANT monaker group, inc.Monaker Group, Inc. • October 2nd, 2018 • Transportation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 2, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Monaker Group, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • March 4th, 2022 • NextPlay Technologies Inc. • Transportation services • New York
NextPlay Technologies, Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
MONAKER GROUP, INC., Issuer AND Trustee INDENTURE Dated as of [●], 20[●] Debt Securities INDENTUREMonaker Group, Inc. • April 17th, 2018 • Transportation services • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
Monaker Group, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2019 • Monaker Group, Inc. • Transportation services • New York
The undersigned, Monaker Group, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Monaker Group, Inc., the “Company”, except that no Excluded Subsidiaries shall be included in the definition of Company used herein), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 3rd, 2021 • NextPlay Technologies Inc. • Transportation services • New York
3,230,000 SHARES OF COMMON STOCK OF MONAKER GROUP, INC. UNDERWRITING AGREEMENTMonaker Group, Inc. • May 18th, 2021 • Transportation services • New York
The undersigned, Monaker Group, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Monaker Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Kingswood Capital Markets, division of Benchmark Investments, Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
NO T E PU R C H A S E AG R E E M E N TNote Purchase Agreement • October 25th, 2021 • NextPlay Technologies Inc. • Transportation services • Utah
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2021, is entered into by and between NEXTPLAY TECHNOLOGIES, INC., a Nevada corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
Security AgreementSecurity Agreement • May 11th, 2022 • NextPlay Technologies Inc. • Transportation services • Utah
This Security Agreement (this “Agreement”), dated as of May 5, 2022, is executed by NextPlay Technologies, Inc., a Nevada corporation (“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).
CONVERTIBLE NOTEMonaker Group, Inc. • April 19th, 2021 • Transportation services • Florida
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
EXCHANGE AGREEMENTExchange Agreement • September 3rd, 2021 • NextPlay Technologies Inc. • Transportation services • Utah
This Exchange Agreement (this “Agreement”) is entered into as of August 16, 2021 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and NextPlay Technologies, Inc., a Nevada corporation (f/k/a Monaker Group, Inc., a Nevada corporation) (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Transaction Documents (as defined below).
MONAKER GROUP, INC. AND THE PURCHASERS NAMED HEREIN COMMON STOCK AND WARRANT PURCHASE AGREEMENT July 31, 2017 MONAKER GROUP, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • August 1st, 2017 • Monaker Group, Inc. • Transportation services • New York
This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of July 31, 2017 by and between MONAKER GROUP, INC., Nevada corporation with its principal office at 2690 Weston Road, Suite #200, Weston, FL 33331 (the “Company”), and those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a “Purchaser”, and collectively, the “Purchasers”).
Stock Purchase AgreementStock Purchase Agreement • January 23rd, 2020 • Monaker Group, Inc. • Transportation services • Florida
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into on the 22 day of January 2020, by and among William Kerby (the “Purchaser”);
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THIS WARRANT OR SUCH SHARES MAY NOT BE SOLD, DISTRIBUTED, PLEDGED,...Monaker Group, Inc. • April 9th, 2021 • Transportation services
THIS IS TO CERTIFY that, as of the March 22, 2021 for value received and subject to the provisions hereinafter set forth, [Holder], or its assigns (the “Holder”), is entitled to purchase from MONAKER GROUP, INC., a Nevada corporation (the “Company”), at a price of $2.00 per share, subject to adjustment as herein provided (as may be adjusted, the “Warrant Price”), [shares] shares of Common Stock of the Company (“Common Stock”), less the number of shares purchased by the Holder upon the exercise of this Warrant from time to time as noted on Schedule A hereto (the number of shares available for purchase hereunder at any time, subject to adjustment as hereinafter provided, is referred to as the “Warrant Number”). This agreement will replace all Warrant Agreements issued but not exercised by the holder noted on Schedule B.
WARRANT TO PURCHASE COMMON STOCK OF NEXT 1 INTERACTIVE, INC.Next 1 Interactive, Inc. • March 18th, 2011 • Services-advertising
THIS IS TO CERTIFY that, as of the 17th day of March, 2011 for value received and subject to the provisions hereinafter set forth, William James Whyte is entitled to purchase from NEXT 1 INTERACTIVE, INC., a Nevada corporation (the “Company”), at a price of twenty five cents ($0.25) per share, subject to adjustment as herein provided (as may be adjusted, the “Warrant Price”), three million six hundred thousand (3,600,000) shares of Common Stock of the Company (“Common Stock”), less the number of shares purchased by the holder upon the exercise of this Warrant from time to time as noted on Schedule A hereto (the number of shares available for purchase hereunder at any time, subject to adjustment as hereinafter provided, is referred to as the “Warrant Number”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2010 • Next 1 Interactive, Inc. • Services-advertising • Florida
WHEREAS the Company is engaged in the ownership and management of travel and leisure, real estate, television, and media related services (the "Business"); and
STANDSTILL AGREEMENTStandstill Agreement • May 11th, 2022 • NextPlay Technologies Inc. • Transportation services • Utah
This Standstill Agreement (this “Agreement”) is entered into as of May 5, 2022 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and NextPlay Technologies, Inc., a Nevada corporation (f/k/a Monaker Group, Inc.) (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (defined below).
SHARE TRANSACTION PURCHASE AGREEMENTShare Transaction Purchase Agreement • October 10th, 2008 • Next 1 Interactive, Inc. • Metal mining
THIS SHARE TRANSACTION PURCHASE AGREEMENT dated as of the 24th day of September, 2008 (the “Agreement”), by and amongst MAXIMUS EXPLORATION CORPORATION, a Nevada corporation (“MAXIMUS” or the “Company”); EXTRAORDINARY VACATION GROUP, INC., a Nevada corporation (“EXVG”), and EXTRAORDINARY VACATIONS USA, INC., a Delaware corporation and wholly owned subsidiary of EXVG (“EVUSA”). The entities above are collectively referred to as the Parties.
INTELLECTUAL PROPERTY PURCHASE AGREEMENT by and between NextPlay Technologies Inc., (as Buyer) And Token IQ Inc. (The entity) (as Seller) Dated as of August 19, 2021Intellectual Property Purchase Agreement • August 25th, 2021 • NextPlay Technologies Inc. • Transportation services • Florida
This INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Agreement”) is entered into as of August ___, 2021 by and between NextPlay Technologies, Inc., a Nevada corporation (“Buyer”) and Token IQ, Inc., a Delaware Corporation (“Seller,” each of Buyer and Seller a “Party” and together, the “Parties”); and with respect to the following facts:
MONAKER GROUP, INC.Stock Option Agreement • January 25th, 2019 • Monaker Group, Inc. • Transportation services • Nevada
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Monaker Group, Inc. 2017 Equity Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2020 • Monaker Group, Inc. • Transportation services • Florida
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
FIRST AMENDMENT TO WARRANTWarrant • March 5th, 2018 • Monaker Group, Inc. • Transportation services
This First Amendment to Warrant (this “Agreement”) dated March 1, 2018 (the “Effective Date”), is by and among Monaker Group, Inc., a Nevada corporation (the “Company”) and Pacific Grove Capital LP, a Delaware limited partnership (the “Warrant Holder”), each a “Party” and collectively the “Parties.”
JOINT VENTURE AGREEMENTJoint Venture Agreement • March 22nd, 2021 • Monaker Group, Inc. • Transportation services • Florida
This Joint Venture Agreement (this “Agreement”) is entered into as of the 8th day of March, 2021 (the “Effective Date”) by and between MONAKER located at 1560 Sawgrass Corporate Parkway, # 130, Sunrise Florida 33323 and SOMA INNOVATION LAB located at 11000 SW Riverwood Road, Portland OR 97219.
Monaker Group, Inc. 10-KMonaker Group, Inc. • May 8th, 2017 • Transportation services • New York
Board Representation AgreementBoard Representation Agreement • August 1st, 2017 • Monaker Group, Inc. • Transportation services • New York
This agreement (the “Agreement”) is made as of July 31, 2017, by Monaker Group, Inc., a Nevada corporation (the “Company”), and Pacific Grove Capital LP (the “Investor”).
Monaker Group, Inc. 8-KMonaker Group, Inc. • March 26th, 2021 • Transportation services • Utah
THIS NOTE (AS DEFINED BELOW) MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR (AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET FORTH IN MORE DETAIL IN SECTION 6 BELOW.
SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT Units comprised of (i) one (1) share of common stock, par value $0.00001 per share (the “Common Stock”) and (ii) two warrants, with each full warrant allowing the purchase one (1) share of Common...Subscription and Investment Representation Agreement • September 2nd, 2010 • Next 1 Interactive, Inc. • Services-advertising • New York
The undersigned, ___________________________________________ (the “undersigned” or the “Investor”), hereby subscribes for the purchase of Units of Next 1 Interactive, Inc. Next 1, a Nevada corporation (“Next 1”), in the aggregate amount of $_________. The undersigned herewith submits the undersigned’s check or effects a wire transfer of immediately available funds in the amount of $______________ in full payment for such Units (the “Subscription Price”). In exchange for such payment of the Subscription Price, the undersigned shall receive from the Next 1 ________________ amount of Units.
AMENDED AND RESTATED SEPARATION AGREEMENT dated as of January 25, 2023 between NEXTPLAY TECHNOLOGIES, INC. and NEXTTRIP GROUP, LLCSeparation Agreement • January 31st, 2023 • NextPlay Technologies Inc. • Finance services • Delaware
This AMENDED AND RESTATED SEPARATION AGREEMENT (this “Agreement”), dated as of January 25, 2023, is entered into by and between NextPlay Technologies, Inc., a Nevada corporation publicly traded on the Nasdaq Capital Market (Nasdaq: NXTP) (the “Company”) and NextTrip Group, LLC (“NextTrip”), a Florida limited liability company and direct subsidiary of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2021 • NextPlay Technologies Inc. • Transportation services • Florida
This Employment Agreement (this “Agreement”) is entered into this 16th day of September 2021, to be effective as of the 1st day of October 2021 (the “Effective Date”), by and between NextPlay Technologies, Inc. (the “Company”), and Nithinan Boonyawattanapisut (“Executive”).
MONAKER GROUP, INC. ASSIGNMENT OF IP AND OTHER ASSETSMonaker Group, Inc. • June 23rd, 2016 • Services-advertising • Florida
This Assignment of IP and Other Assets (this “Agreement”) is made and entered into effective as of January 22, 2016 (this “Effective Date”) by and between Monaker Group, Inc., a Nevada corporation (the “Company”), and Next 1 Networks, Inc., a Delaware corporation (the “Assignor”).
Monaker Group, Inc 8-KMonaker Group, Inc. • November 18th, 2020 • Transportation services • Florida
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.
Note Purchase AgreementNote Purchase Agreement • May 11th, 2022 • NextPlay Technologies Inc. • Transportation services • Utah
This Note Purchase Agreement (this “Agreement”), dated as of May 5, 2022, is entered into by and between NextPlay Technologies, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
