Entry into a Material Definitive

On November 20, 2015, Monaker Group, Inc. (the Company)entered into two exchange agreements (the Exchange) in which it exchanged an aggregate of $1,330,115 of the Companys convertible promissory notes and accrued interest (the Notes) for an aggregate of 532,046 shares of the Companys common stock (the Common Stock) (calculated at $2.50 per share of Common Stock for the Notes). The exchanged Notes consisted of the following: (i) $764,384 of Notes were exchanged by Monaco Investment Partners II, LP (Monaco Investments) for 305,754 shares of Common Stock; and (ii) $565,731 of Notes were exchanged by the Donald P. Monaco Insurance Trust (the Trust) for 226,292 shares of Common Stock. Donald P. Monaco, a member of our Board of Directors, is the managing general partner of Mona co Investments and the trustee of the Trust.

The foregoing description of the Exchange is qualified in its entirety by reference to the exchange agreements entered into with each of Monaco Investments and the Trust, copies of which are attached hereto as Exhibits 10.1, and 10.2, respectively.

Item 3.02.

Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The Exchange was made in reliance on the exemption from registration provided by Section 3(a)(9) under the Securities Act of 1933, as amended, as securities exchanged by the Company with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Exchange Agreement entered into between Monaco Investment Partners II, LP and Monaker Group, Inc., dated as of November 20, 2015

10.2

Exchange Agreement entered into between Donald P. Monaco Insurance Trust and Monaker Group, Inc., dated as of November 20, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MONAKER GROUP, INC.

Date: November 24, 2015

By:

/s/ William Kerby

Name:

William Kerby

Title:

Chief Executive Officer

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