Unregistered Sales of Equity

On May 31, 2016, the Donald P. Monaco Insurance Trust (the

Trust

), exercised warrants to purchase 60,000 shares of the common stock of Monaker Group, Inc. (the

Company

and the

Common Stock

)(

Warrants

), that were granted on November 25, 2015 (expiring November 24, 2016), with an exercise price of $1.50 per share and an aggregate exercise price of $90,000, and in consideration for such $90,000 aggregate exercise price, was issued 60,000 shares of Common Stock. Donald P. Monaco, a member of our Board of Directors, is the trustee of the Trust and beneficially owns the securities held by the Trust.

The 60,000 shares of Common Stock issued in the above-described exercise were not registered under the Securities Act of 1933, as a mended (the

Securities Act

), or the securities laws of any state, and were issued in reliance on the exemption from registration afforded by Section 4(a)(2) and Rule 506 of Regulation D under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The holder is an

accredited investor

as such term is defined in Regulation D promulgated under the Securities Act.The recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing transaction and we paid no underwriting discounts or commissions. The securities issued are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

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: June 1, 2016

By:

/s/ William Kerby

Name:

William Kerby

Title:

Chief Executive Officer

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