Unregistered Sales of Equity

On January 5, 2016, Monaker Group, Inc. (the Company)closed a program pursuant to which it entered into various exchange agreements (the Exchange) with certain holders of the Companys preferred stock pursuant to which the Company exchanged an aggregate of 138,000 shares of its Series B Preferred Stock, 238,000 shares of its Series C Preferred Stock and 661,100 shares of its Series D Preferred Stock for an aggregate of 2,078,200 shares of its common stock, par value $.00001 per share (the Common Stock).

In addition, on November 30, 2015, the Company issued 384,561 shares of Common Stock as consideration for a merger (the Merger).

As of January 5, 2016, after taking into account the issuance of the shares described in this Current Report on Form 8 -K, the Company had 5,422,389 shares of Common Stock outstanding.

The issuance of the shares of Common Stock described in this Current Report on Form 8-K were not registered under the Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state. The shares of Common Stock issued in Exchange were made in reliance on the exemption from registration provided by Section 3(a)(9) under the Securities Act 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. The shares of Common Stock issued in the Merger were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering.

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:

January 5, 2016

By:

/s/ William Kerby

Name:

William Kerby

Title:

Chief Executive Officer

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