Form SC 13D - General statement of acquisition of beneficial ownership

Share Name	Share Symbol	Market	Type
NextPlay Technologies Inc	NASDAQ:NXTP	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	0.20	0.15	1.00				0	00:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. N/A)*

NextPlay Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

65344G102

(CUSIP Number)

Athid Nanthawaroon

True Digital Park Bld., Room #408, 4th Fl, No. 101, Sukhumvit Road, Bangchak, Prakanong, Bangkok 10260

+662 2880 4815

Komson Kaewkham

695 Moo 12 Bangkaeo, Bangpli, Samutprakarn, Thailand 10540

+662-088-6400

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

June 30, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

65344G102

1	NAMES OF REPORTING PERSONS
	Thippaporn Ahriyavraromp

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC, WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Thailand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,383,289

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,383,289

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,383,289

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.17%¹

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

¹ Based on 5,970,167 shares of common stock outstanding as of February 16, 2023 as set forth in the preliminary proxy statement of NextPlay Technologies Inc. (the “Issuer”) filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2023. On January 6, 2023, the Issuer effected a 1-for-20 reverse split of its common stock.

Page 2 of 13

CUSIP No.

65344G102

1	NAMES OF REPORTING PERSONS
	Jwanwat Ahriyavraromp

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC, WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Thailand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,383,289

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,383,289

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,383,289

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.17%²

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

² Based on 5,970,167 shares of common stock outstanding as of February 16, 2023 as set forth in the preliminary proxy statement of the Issuer filed with the SEC on February 23, 2023. On January 6, 2023, the Issuer effected a 1-for-20 reverse split of its common stock.

Page 3 of 13

CUSIP No.

65344G102

1	NAMES OF REPORTING PERSONS
	Trees Roots Entertainment Group Company Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC, WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Thailand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			682,583

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			682,583

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	682,583

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.43%³

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

³ Based on 5,970,167 shares of common stock outstanding as of February 16, 2023 as set forth in the preliminary proxy statement of the Issuer filed with the SEC on February 23, 2023. On January 6, 2023, the Issuer effected a 1-for-20 reverse split of its common stock.

Page 4 of 13

CUSIP No.

65344G102

1	NAMES OF REPORTING PERSONS
	Athid Nanthawaroon

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Thailand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			25,672

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			25,672

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	25,672

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.43%⁴

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

⁴ Based on 5,970,167 shares of common stock outstanding as of February 16, 2023 as set forth in the preliminary proxy statement of the Issuer filed with the SEC on February 23, 2023. On January 6, 2023, the Issuer effected a 1-for-20 reverse split of its common stock.

Page 5 of 13

CUSIP No.

65344G102

1	NAMES OF REPORTING PERSONS
	Thanin Pornsiritivet

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Thailand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			5,750

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			5,750

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,750

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.10%⁵

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

⁵ Based on 5,970,167 shares of common stock outstanding as of February 16, 2023 as set forth in the preliminary proxy statement of the Issuer filed with the SEC on February 23, 2023. On January 6, 2023, the Issuer effected a 1-for-20 reverse split of its common stock.

Page 6 of 13

Item 1.

Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the Common Stock, par value $0.00001 per share (the “Common Stock”), of NextPlay Technologies, Inc., formerly known as The Monaker Group Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323.

Item 2.

Identity and Background

(a)-(c) This Schedule 13D is being filed by (i) Thippaporn Ahriyavraromp, an individual with a business address of 695 Moo 12, Bangkaeo, Bangpli, Samutprakarn, Thailand 10540 (“Mrs. Ahriyavraromp”); (ii) Dr. Jwanwat Ahriyavraromp, an individual with a business address of True Digital Park Bld., Room #408, 4th Fl, No. 101, Sukhumvit Road, Bangchak, Prakanong, Bangkok 10260 (“Dr. Ahriyavraromp”); (iii) Mr. Athid Nanthawaroon, an individual with a business address of True Digital Park Bld., Room #408, 4th Fl, No. 101, Sukhumvit Road, Bangchak, Prakanong, Bangkok 10260 (“Mr. Nanthawaroon”); (iv) Mr. Thanin Pornsiritivet, an individual with a business address of 695 Moo 12, Bangkaeo, Bangpli, Samutprakarn, Thailand 10540 (“Mr. Pornsiritivet”) ; and (v) Tree Roots Entertainment Group Company Limited, a corporation with a principal place of business at True Digital Park Bld., Room #408, 4th Fl, No. 101, Sukhumvit Road, Bangchak, Prakanong, Bangkok 10260 (“Tree Roots” and collectively with Mrs. Ahriyavraromp, Dr. Ahriyavraromp, Mr. Nanthawaroon and Mr. Pornsiritivet, the “Reporting Persons”).

Mrs. Ahriyavraromp and Dr. Ahriyavraromp are husband and wife and accordingly may be deemed to share beneficial ownership of any shares as to which either of them has beneficial ownership. The principal occupation of Mrs. Ahriyavraromp is Chairman/Executive Director of DTGO Corporation Limited. The principal occupation of Dr. Ahriyavraromp is Chairman/Executive Director of Tree Roots.

Mr. Nanthawaroon is a director and a minority shareholder of Tree Roots and is a director of the Issuer. The principal occupation of Mr. Nanthawaroon is Executive Director of Tree Roots.

Mr. Pornsiritivet is a minority shareholder of Tree Roots. The principal occupation of Mr. Pornsiritivet is Executive Director of Magnolia Quality Development Corporation Limited (“Magnolia”).

The principal business of Tree Roots is technology and investment holding.

Additional entities controlled by Mrs. Ahriyavraromp and Dr. Ahriyavraromp each hold less than 5% of the Common Stock as follows on a post-split basis, which shares are included in the number of shares beneficially owned by Thippaporn Ahriyavraromp and Jwanwat Ahriyavraromp:

(i) Magnolia owns 229,500 shares or 3.84%;

(ii) Dees Supreme Company Limited (“Dees”) owns 88,334 shares or 1.48%;

(iii) T&B Media Global (Thailand) Company Limited (“T&B Media”) owns 176,667 shares or 2.96%;

(iv) The Ultimate Solution Limited (“Ultimate Solution”), a company of which Dr. Ahriyavraromp is the sole owner, holds 150,796 shares or 2.53%;

(v) Tree Roots Entertainment Group Limited (“Tree Roots Hong Kong”), a wholly owned subsidiary of Tree Roots, owns 64,250 shares or 1.08%; and

(vi) Epitome Capital Limited (“Epitome”) holds 55,409 shares or 0.93%.

Various relatives of Mrs. Ahriyavraromp and Dr. Ahriyavraromp have non-controlling interests in Tree Roots, Magnolia, Dees, T&B Media, Tree Roots Hong Kong and Epitome.

Page 7 of 13

(d) During the last five year none of the Reporting Persons nor any director or executive officer of Tree Roots has been convicted in a criminal proceeding.

(e) During the last five years, none of the Reporting Persons nor any director or executive officer of Tree Roots was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Persons are citizens of or organized in Thailand.

For disclosure relating to the directors and executive officers of Tree Roots see Appendix A hereto.

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons acquired the shares of common stock of the Issuer through various transactions.

The Issuer, Red Anchor Trading Corporation (“Red Anchor”), T&B Media, Tree Roots and Dees (Red Anchor, T&B Media, Tree Roots and Dees, collectively, the “HotPlay Stockholders”) entered into a Share Exchange Agreement dated July 23, 2020, as amended by the first amendment thereto dated October 28, 2020, the second amendment thereto dated November 12, 2020, the third amendment thereto dated January 7, 2021 and the fourth amendment thereto dated February 2, 2021 (the “HotPlay Exchange Agreement”) pursuant to which the HotPlay Stockholders exchanged all the shares of HotPlay Enterprise Limited (“HotPlay”) for newly issued shares of the Issuer (the “HotPlay Share Exchange”).

The parties consummated the HotPlay Share Exchange on June 30, 2021. The Issuer issued an aggregate of 52,000,000 shares of common stock (on a pre-split basis) to the HotPlay Stockholders on a pro rata basis effective June 30, 2021. T&B Media, Tree Roots and Dees collectively acquired an aggregate of 17,666,667 shares of common stock of the Issuer on a pre-split basis as follows: T&B Media: 3,533,333; Tree Roots: 12,366,667 and Dees: 1,766,667.

In connection with the HotPlay Share Exchange, on January 8, 2021, HotPlay and Tree Roots entered into a Note Purchase Agreement, as amended by the Amendment, dated February 1, 2021 (the “Original Note Purchase Agreement”), pursuant to which Tree Roots agreed to subscribe for and to purchase upon the closing of the HotPlay Share Exchange a promissory note of HotPlay (the “Note”) in the aggregate principal amount of US $12,000,000. Under the Original Note Purchase Agreement, upon the closing of the HotPlay Share Exchange, all principal and accrued interest under the Note would be exchanged for shares of common stock of the Issuer at a rate of $1.25 per share. The purchase price of the Note was to be used solely to partially satisfy the funding obligations of HotPlay to the Issuer in connection with the HotPlay Share Exchange. On March 8, 2021, Tree Roots assigned the Note to Tree Roots Hong Kong pursuant to an Assignment Agreement. Subsequently, Tree Roots Hong Kong partially assigned the Original Note Purchase Agreement by entering into Note Purchase Agreements with each of Ultimate Solution, Magnolia, Mr. Pornsiritivet and Mr. Nanthawaroon and one other investor (collectively, the “New Investors”), pursuant to which each of the New Investors acquired a portion of the Note.

As a result of the Original Note Purchase Agreement and the partial assignment of the Note on September 24, 2021, (i) Magnolia acquired 4,590,000 shares of the Issuer for $6,887,000, (ii) Ultimate Solution acquired 2,850,000 shares for $3,975,000, (iii) Tree Roots Hong Kong acquired 1,285,000 shares as a fee for the partial assignment; (iv) Mr. Pornsiritivet acquired 115,000 shares for $460,000 and (v) Mr. Nanthawaroon acquired 100,000 shares for $400,000 (all share amounts and dollar amounts on a pre-split basis).

On August 5, 2021, Ultimate Solutions acquired an additional 165,919 shares of common stock of the Issuer (on a pre-split basis) from Red Anchor in satisfaction of an Exchangeable Promissory Note dated September 1, 2020 in the principal amount of $200,000 issued by Red Anchor to Ultimate Solution.

Page 8 of 13

On July 27, 2021, Epitome acquired 439,966 shares of common stock of the Issuer pursuant to the Share Replacement Agreement, dated as of August 27, 2020, by and between Cern One Limited (“Cern One”) and Epitome. Under the agreement, Cern One was obligated to transfer 439,966 shares of the Issuer to Epitome upon the completion of a share exchange between the Issuer and certain shareholders and creditors of Axion Venture Inc. (“Axion” and the “Axion Share Exchange”), replacing Cern One’s obligation to deliver to Epitome shares of Axion in exchange for Epitome’s prior payment to Cern One of $450,000. Also on July 27, 2021, Epitome acquired an additional 668,196 shares of common stock of the Issuer pursuant to the Axion Share Exchange in exchange for Axion shares that Epitome had agreed to transfer to Cern One to facilitate the Axion Share Exchange.

In his capacity as a director of NextPlay, Mr. Nanthawaroon has received shares of Common Stock as compensation for this service as a director under the Issuer’s equity incentive plan on a quarterly basis as follows:

Date Issued	Shares
11/16/2021	7,580.00 (on a pre-split basis)
01/20/2022	14,160.00 (on a pre-split basis)
05/27/2022	25,340.00 (on a pre-split basis)
06/22/2022	68,200.00 (on a pre-split basis)
09/13/2022	55,560.00 (on a pre-split basis)
01/19/2023	4,630.00 (on a post-split basis
04/27/2023	7,500.00 (on a post-split basis)

Taking into account the director shares and the shares acquired from the Note purchase, Mr. Nanthawaroon beneficially owns an aggregate of 25,672 shares of the Issuer on a post-split basis.

Item 4.

Purpose of Transaction

All of the shares were acquired for investment purposes.

The Reporting Persons may engage in discussions with management, the board of directors of the Issuer (the “Board”), other shareholders of the Issuer and other relevant parties concerning the business, assets, capitalization, financial condition, operations, management, strategy, potential business combinations and strategic alternatives, and future plans of the Issuer. The Reporting Persons also may consider, formulate, discuss and seek to cause the Issuer to implement various plans or proposals intended to protect, preserve or enhance stockholder value or protect, preserve or enhance the value of the Issuer’s assets, including plans or proposals that may involve extraordinary matters relating to the Issuer. Any such actions or transactions may be taken, advocated by, or involve the Reporting Persons alone or in conjunction with other shareholders, financing sources and/or other third parties, and could include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of shares of the Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of the Common Stock or other financial instruments related to the Issuer or the Common Stock or selling some or all of the Common Stock, engaging in hedging or similar transactions involving securities relating to the Issuer or the Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in subsections (a) through (j) of Item 4 of Schedule 13D.

Page 9 of 13

Item 5.

Interest in Securities of the Issuer

(a) - (b) All share amounts below are on a post reverse stock split basis.

Reporting Person	Number of Shares with Sole Voting and Dispositive Power	Number of Shares with Shared Voting and Dispositive Power	Aggregate Number of Shares Beneficially Owned	Percentage of Common Stock Beneficially Owned
Thippaporn Ahriyavraromp	0	1,383,289	1,383,289	23.17%
Jwanwat Ahriyavraromp	0	1,383,289	1,383,289	23.17%
Tree Roots Entertainment Group Company Limited	0	682,583	682,583	11.43%
Athid Nanthawaroon	25,672	0	25,672	0.43%
Thanin Pornsiritivet	5,750	0	5,750	0.10%

(c) The Reporting Persons have not effected any transactions in the shares of Common Stock in the sixty days prior to the date hereof.

(d) The information in Item 2 is incorporated by reference into this Item 5(d).

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer

The Reporting Persons’ responses to Items 3 and 4 are incorporated by reference into this Item 6.

On or around February 22, 2021, the HotPlay Stockholders and Nithinan Boonyawattanapisut, J. Todd Bonner, Mr. Nanthawaroon and Komson Kaewkham (“Mr. Kaewkham”), each HotPlay nominees, entered into a Voting Agreement with William Kerby and Donald P. Monaco (the “Voting Agreement”). Pursuant to the Voting Agreement, each of the HotPlay Stockholders agreed to vote all voting shares of the Issuer which they hold and may hold in the future (during the term of the agreement) to elect Mr. Kerby and Mr. Monaco to the Issuer’s board of directors, and each of the HotPlay nominees agreed to continue to nominate each of Mr. Kerby and Mr. Monaco to the board. The agreement continues in effect until the earlier of February 26, 2026, the date of both Mr. Kerby’s and Mr. Monaco’s death, or the date that both Mr. Kerby and Mr. Monaco have provided notice of termination to such HotPlay Stockholders.

In connection with the HotPlay Share Exchange, Mr. Nanthawaroon and Mr. Kaewkham were elected to the Issuer’s board. Mr. Nanthawaroon and Mr. Kaewkham are executives of one of the holding companies in the Reporting Persons’ group of companies and Mr. Nanthawaroon is a minority shareholder in Tree Roots.

On October 28, 2022, HotPlay (Thailand) Company Limited (“HotPlay Thailand”), a wholly owned subsidiary of the Issuer, entered into a loan agreement with Tree Roots, pursuant to which Tree Roots agreed to loan HotPlay Thailand THB 15,500,000 (approximately USD $400,000) (the “Bridge Loan” and the "Bridge Loan Agreement"). The Bridge Loan incurs interest at a rate of 15% per annum and was due and payable in full on November 11, 2022 (the “Bridget Loan Maturity Date”). Additionally, as partial consideration for the Bridge Loan, HotPlay Thailand agreed to repay convertible notes previously entered into with Tree Roots, in the aggregate amount of TBH 10,598,356 (approximately USD $280,000), on the Maturity Date.

The Bridge Loan is secured by 2,266,082 shares (the “Guarantee Shares”) of Common Stock of the Issuer beneficially owned by Nithinan Boonyawattanapisut, the Issuer's Chief Executive Officer. In the event that HotPlay Thailand is unable to repay the Bridge Loan in full on the Maturity Date, Ms. Boonyawattanapisut may elect to repay the Bridge Loan through the transfer of the Guarantee Shares to Tree Roots, in which case the Bridge Loan Agreement will be assigned to Ms. Boonyawattanapisut or her designee and she or her designee will be entitled to all rights provided to Tree Roots under the Bridge Loan Agreement.

Except as set forth herein, neither of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Page 10 of 13

Item 7.

Material to be Filed as Exhibit

	Exhibit No.		Description
	1		Joint Filing Agreement, dated September 1, 2023, by and between the Reporting Persons.
	2.1#		Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated as of July 21, 2020 (filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on July 23, 2020, and incorporated by reference herein)(File No. 001-38402)
	2.2		First Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, entered into October 28, 2020, and dated as of October 23, 2020 (filed as Exhibit 2.2 to the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on October 29, 2020, and incorporated by reference herein) (File No. 001-38402)
	2.3		Second Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated November 12, 2020 (filed as Exhibit 2.3 to the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on November 18, 2020, and incorporated by reference herein) (File No. 001-38402)
	2.4		Third Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated January 6, 2021 (filed as Exhibit 2.4 to the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on November 18, 2020, and incorporated by reference herein) (File No. 001-38402)
	2.5		Fourth Amendment to Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated February 22, 2021 (filed as Exhibit 2.5 to the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on February 26, 2021, and incorporated by reference herein) (File No. 001-38402).
	10.1		Subsidiary Formation and Funding Agreement dated and effective January 12, 2021, by and between Monaker Group, Inc., NextTrip Group, LLC, HotPlay Enterprise Limited, and the stockholders of HotPlay (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on January 13, 2021, and incorporated by reference herein) (File No. 001-38402)
	10.2		Voting Agreement, dated and effective February 22, 2021, by and between William Kerby and Donald P. Monaco; each of the shareholders of preferred stock, common stock and/or future shareholders of shares of common stock, of Monaker Group, Inc., party thereto, and for certain limited purposes, each of the affiliates of such parties’ party thereto (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange Commission on February 26, 2021, and incorporated by reference herein) (File No. 001-38402).
	10.3		Note Purchase Agreement, dated and effective January 8, 2021, by and between HotPlay Enterprise Limited and Tree Roots Entertainment Group Co. Ltd.
	10.4		Amendment to Note Purchase Agreement, dated and effective February 1, 2021, by and between HotPlay Enterprise Limited and Tree Roots Entertainment Group Co. Ltd.
	10.5		Red Anchor Trading Corporation Limited Exchangeable Promissory Note in the principal amount of $200,000 issued to The Ultimate Solutions Limited on September 1, 2020.

	10.6		Share Replacement Agreement, dated and effective as of August 27, 2020, by and between Cern One Limited and Epitome Capital Limited
	10.7		Loan Agreement, effective as of October 28, 2022, by and between Tree Roots Entertainment Group Company Limited (Lender) and HotPlay (Thailand) Company Limited (filed as Exhibit 10.18 to the Quarterly Report on Form 10-Q by the Issuer with the Securities and Exchange Commission on January 18, 2023, and incorporated by reference herein (File No. 001-38402).
	10.8		Assignment Agreement, dated as of March 8, 2021, between Tree Roots Entertainment Group Company Limited and Tree Roots Entertainment Group Limited
	10.9		Note Purchase Agreement, dated as of March 5, 2021, between Tree Roots Entertainment Group Limited and The Ultimate Solution Limited.
	10.10		Note Purchase Agreement, dated as of April 7, 2021, between Tree Roots Entertainment Group Limited and The Ultimate Solution Limited.
	10.11		Note Purchase Agreement, dated as of March 9, 2021, between Tree Roots Entertainment Group Limited and Mr. Athid Nanthawaroon.
	10.12		Note Purchase Agreement, dated as of 9th March 2021, between Tree Roots Entertainment Group Limited and Magnolia Quality Development Corporation Limited..
	10.13		Note Purchase Agreement, dated as of 9 March, 2021, between Tree Roots Entertainment Group Limited and Mr. Thanin Pornsiritivet.

Page 11 of 13

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 1, 2023

	/s/ Jwanwat Ahriyavraromp
	Jwanwat Ahriyavraromp

	/s/ Thippaporn Ahriyavraromp
	Thippaporn Ahriyavraromp

	/s/ Athid Nanthawaroon
	Athid Nanthawaroon

	/s/ Thanin Pornsiritivet
	Thanin Pornsiritivet

TREE ROOTS ENTERTAINMENT GROUP COMPANY LIMITED

By:

/s/ Jwanwat Ahriyavraromp

	Name:	Jwanwat Ahriyavraromp
	Title:	Director


	By:	/s/ Athid Nanthawaroon

	Name:	Athid Nanthawaroon
	Title:	Director

Page 12 of 13

Schedule A

Name of director or executive officer	Residence or business address	Present principal occupation or employment	Nationality
Mrs. Thippaporn Ahriyavraromp	695 Moo 12, Bangkaeo, Bangpli, Samutprakarn, Thailand 10540 TEL.+66 2088 6400	Chairman/Executive Director DTGO Corporation Limited	Thailand
Mr. Visit Malaisirirat	695 Moo 12, Bangkaeo, Bangpli, Samutprakarn, Thailand 10540 TEL. +66 2088 6400	CEO/Executive Director Magnolia Quality Development Corporation Limited	Thailand
Mr. Athid Nanthawaroon	True Digital Park Bld., Room #408, 4th Fl, No. 101 Sukhumvit Road, Bangchak, Prakanong, Bangkok 10260 TEL. +662 2880 4815	Executive Director Tree Roots Entertainment Group Company Limited	Thailand
Dr. Jwanwat Ahriyavraromp	True Digital Park Bld., Room #408, 4th Fl, No. 101 Sukhumvit Road, Bangchak, Prakanong, Bangkok 10260 TEL. +662 2880 4815	Chairman/Executive Director Tree Roots Entertainment Group Company Limited	Thailand
Mr. Bhakbhume Tanta-nanta	True Digital Park Bld., Room #408, 4th Fl, No. 101 Sukhumvit Road, Bangchak, Prakanong, Bangkok 10260 TEL. +662 2880 4815	Executive Director Tree Roots Entertainment Group Company Limited	Thailand
Ms. Warunya Punawakul	695 Moo 12, Bangkaeo, Bangpli, Samutprakarn, Thailand 10540 TEL. +66 2088 6400	Executive Director DTGO Corporation Limited	Thailand

Page 13 of 13

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the Class A Common Stock of NextPlay Technologies, Inc. and further agree that this Agreement be included as an exhibit to such joint filing.

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

The undersigned, being duly authorized, hereby execute this Agreement this September 1, 2023.

	/s/ Jwanwat Ahriyavraromp
	Jwanwat Ahriyavraromp

	/s/ Thippaporn Ahriyavraromp
	Thippaporn Ahriyavraromp

	/s/ Athid Nanthawaroon
	Athid Nanthawaroon

	/s/ Thanin Pornsiritivet
	Thanin Pornsiritivet

TREE ROOTS ENTERTAINMENT GROUP COMPANY LIMITED

By:

/s/ Jwanwat Ahriyavraromp

	Name:	Jwanwat Ahriyavraromp
	Title:	Director


	By:	/s/ Athid Nanthawaroon

	Name:	Athid Nanthawaroon
	Title:	Director

Exhibit 10.3

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this "Agreement") is made and entered into as of January 8^th, 2021, by and among HotPlay Enterprise Limited, a British Virgin Islands corporation (the "Company"), and Tree Roots Entertainment Group Co. Ltd. (the "Investor").

RECITALS

The Company desires to sell to the Investor, and the Investor desire to purchase from the Company, a Promissory Note (the "Note"), in the form attached as Exhibit A hereto, in the aggregate principal amount of US $12,000,000 (Twelve-Million US dollars) on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals and the mutual promises set forth in this Agreement, the parties to this Agreement agree as follows:

Section 1. AUTHORIZATION AND SALE.

1.1 Authorization. The Company has duly authorized the issuance and sale, pursuant to the terms of this Agreement, of the Note against payment of the purchase price therefor.

1.2 Subscription. Upon the terms and subject to the conditions set forth in this Agreement, the Investor hereby irrevocably subscribes for and agrees to purchase at the Closing (as defined below) the Note. Investor shall pay the purchase price in full by wire transfer of immediately available funds to the Company by February 2^nd, 2021, but no earlier than the signing of Share Exchange Agreement. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any Note or the equity of the Company into which the Note is convertible (as explained in Section 2.1, the "Stock" and together with the Note, the "Securities") to any person who is a resident of a jurisdiction in which the issuance of any of the Securities would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction (collectively referred to as the "State Securities Laws").

1.3 Sole Purpose of Funds. The entire purchase price shall be used by the Company solely for the purpose of partially satisfying the funding obligations of HotPlay Enterprise Limited ("HPE") to Monaker Group, Inc. ("Monaker") pursuant to the Share Exchange Agreement by and among HPE, Monaker and the stockholders of HPE, as amended (the transactions contemplated thereby, the "Share Exchange"). In the event that the Closing Date (as defined below) has not occurred on or prior to February 28, 2021 all principal and interest under the Note shall be due to Investor.

1.4 Closing. The closing of the purchase and sale of the Note hereunder (the "Closing") shall take place at the office of the Company simultaneous with the closing of the Share Exchange, or at such other time and place as the Company and the Investor mutually agree upon (which time and place are referred to in this Agreement as the "Closing Date").

Section 2. CONVERSION AND PREPAYMENT OF NOTE. The Note is convertible into Stock pursuant to this Section 2.

2.1 Conversion. Upon the closing of the Share Exchange, all principal and accrued interest under the Note shall be exchanged for shares of common stock of Monaker at a rate of $1.25 per share, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder.

2.2 Interest. Interest of 5% per annum shall accrue until conversion or repayment.

Section 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Investor that:

3.1 Organization. Good Standing and Qualification. The Company has been duly formed and organized, and is validly existing and in good standing under the laws of the British Virgin Islands. The Company has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement, the Note (this Agreement and the Note are referred to collectively in this Agreement as the "Transaction Agreements"), and any other agreements contemplated by Transaction Agreements, to own and operate its properties and assets, and to carry on its business as currently conducted and as presently proposed to be conducted. The Company is presently qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the Company's business, properties, prospects, or financial condition.

3.2 Subsidiaries. The Company has no subsidiaries and does not own or control, directly or indirectly, any interest in any other corporation, partnership, limited liability company, trust, joint venture, association, or other entity. The Company is not a participant in any joint venture, partnership, or similar arrangement.

3.3 Due Authorization. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery, and performance of all obligations of the Company under the Transaction Agreements has been taken or shall be taken prior to the Closing, and this Agreement constitutes, and the Note when executed and delivered shall constitute, valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting the enforcement of creditors' rights generally and (ii) the effect of rules of law governing the availability of equitable remedies, and shall be free of any liens, encumbrances, or restrictions on transfer (other than those created or contemplated by the Transaction Agreements or under applicable state and/or federal securities laws).

3.4 Valid Issuance of Securities

(a) The Note, when issued and paid for as provided in this Agreement, shall be duly authorized and validly issued, fully paid and nonassessable. The Stock shall have been duly and validly reserved for issuance, and upon issuance in accordance with the conversion provisions of the Note, shall be duly authorized and validly issued, fully paid, and nonassessable.

(b) Based in part on the representations made by the Investor in Section 4, the Securities (assuming no change in applicable law and no unlawful distribution of the Securities by the Investor or any other parties) are exempt from the registration and prospectus delivery requirements of the Securities Act or any applicable State Securities Laws.

(c) The Company has not offered any Securities, or substantially similar securities of the Company, for sale to, or solicited any offers to buy from, or otherwise approached or negotiated with, any persons other than the Investor and other existing holders of capital stock of the Company. The Company has not taken any action that shall cause the issuance, sale, and delivery of any of the Securities to constitute a violation of the Securities Act or any applicable State Securities Laws.

3.5 Governmental Consents. No consent, approval, order, or authorization of or registration, qualification, designation, declaration, or filing with, any federal, state, or local governmental authority is required on the part of the Company in order to enable the Company to execute, deliver, and perform its obligations under the Transaction Agreements except for such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings shall, in the case of qualifications, be effective on the Closing and shall, in the case of filings, be made within the time prescribed by law.

3.6 Noncontravention. The execution, delivery, and performance of the Transaction Agreements and the consummation of the transactions contemplated by this Agreement and by the Transaction Agreements shall not result in any such violation or default or be in conflict with or result in a violation or breach of with or without the passage of time or the giving of notice or both, the Company's organizational or governing documents, any judgment, order, or decree of any court or arbitrator to which the Company is a party or is subject, any agreement or contract of the Company, or, to the Company's knowledge, a violation of any statute, law, regulation, or order, or an event which results in the creation of any lien, charge, or encumbrance upon any asset of the Company.

3.7 Litigation. There is no action, suit, proceeding, claim or investigation pending or, to Company's knowledge, threatened against the Company.

3.8 Brokers or Finders. The Company has not, and will not incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the execution and delivery of this Agreement.

3.9 Title. The Company owns and has good and marketable title in fee simple absolute to, or a valid leasehold interest in, all of its real properties and good title to its other assets and properties. Such assets and properties are not subject to any liens.

3.10 Intellectual Property. The Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of others.

3.11 Accuracy of Information Furnished. None of the Transaction Agreements and none of the other certificates, statements or information furnished to the Investor by or on behalf of the Company pursuant to the Transaction Agreements thereby contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 4. REPRESENTATIONS, WARRANTIES. AND CERTAIN AGREEMENTS OF THE INVESTOR. The Investor represents and warrants to, and agrees with the Company that:

4.1 Authorization. The Investor has full power and authority to enter into this Agreement and this Agreement constitutes the Investor's valid and legally binding obligation, enforceable in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (ii) as may be limited by the effect of rules of law governing the availability of equitable remedies.

4.2 Purchase for Own Account. The Securities shall be acquired for investment for the Investor's own account, not as a nominee or agent, and not with a view to the public resale or distribution of the Securities within the meaning of the Securities Act, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. If other than an individual, the Investor also represents that it has not been formed for the specific purpose of acquiring the Securities.

4.3 Exempt Offering. The Investor acknowledges that the Securities have not been registered under the Securities Act and are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the representations of the Investor contained in this Agreement.

4.4 Disclosure of Information; Non‑Reliance. Investor acknowledges that it has received all the information it considers necessary or appropriate to enable it to make an informed decision concerning an investment in the Securities. Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities. Investor confirms that the Company has not given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities. In deciding to purchase the Securities, Investor is not relying on the advice or recommendations of the Company and Investor has made its own independent decision that the investment in the Securities is suitable and appropriate for Investor. Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the fairness or advisability of this investment.

4.5 Investment Experience. The Investor has experience as an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself can bear the economic risk of its investment in the Securities (including a total loss of such investment), and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Note.

4.6 Accredited Investor Status. The Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Investor agrees to furnish any additional information requested by the Company to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.

4.7 Restricted Securities. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor's representations as expressed herein. Investor understands that the Securities are "restricted securities" under U.S. federal and applicable state securities laws and that, pursuant to these laws. Investor must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission ("SEC") and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. Investor acknowledges that the Company has no obligation to register or qualify the Securities for resale and further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of Investor's control, and which the Company is under no obligation, and may not be able, to satisfy.

4.8 No General Solicitation. Investor, and if Investor is an entity, its officers, directors, employees, agents, stockholders or partners have not either directly or indirectly, including through a broker or finder solicited offers for or offered or sold the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. Investor acknowledges that neither the Company nor any other person offered to sell the Securities to it by means of any form of general solicitation or advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

4.9 Residence. If the Investor is an individual, Investor resides in the state or province identified in the address shown on the signature page hereto. If the Investor is a partnership, corporation, limited liability company or other entity, Investor's principal place of business is located in the state or province identified in the address shown on the signature page hereto.

4.10 Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Investor's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Investor's jurisdiction. Each such Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

4.11 Legends. It is understood that the instruments evidencing the Securities shall bear legends substantially similar to the legends set forth below (in addition to any legend required under applicable state securities laws):

(a) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."

(b) Any other legends required by State Securities Laws applicable to any individual Investor or under any agreement to which the Investor is a party to with the Company.

The legend set forth in Subsection (a) above shall be removed by the Company from any instruments evidencing the Securities upon delivery to the Company of an opinion by counsel reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer shall not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Securities.

Section 5. CONDITIONS

5.1 Conditions to the Obligations of the Investor at Closing. The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment, or the waiver by the Investor, of the following conditions on or before the Closing.

(a) The representations and warranties in Section 3 shall be true at and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

(b) The Company shall have performed and complied with all agreements and conditions in this Agreement required to be performed or complied with by the Company prior to or at the Closing.

(c) All corporate and other proceedings in connection with the transactions contemplated in this Agreement and the Transaction Agreements and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Investor, or counsel to the Investor, and the Investor or its counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

5.2 Conditions to the Obligations of the Company at Closing. The obligations of the Company to issue and sell the Note to the Investor at the Closing are subject to the fulfillment, or the waiver by the Company, of the following condition on or before the Closing.

(a) The representations and warranties of the Investor in Section 4 shall be true at and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

(b) The Company shall have obtained all necessary permits and qualifications, or shall have the availability of exemptions therefrom, required by any state for the offer and sale of the Securities.

Section 6. GENERAL PROVISIONS.

6.1 Survival of Representations and Warranties. The representations, warranties, and covenants of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor, their special counsel, or the Company, as the case may be.

6.2 Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties to this Agreement (including permitted transferees of any Securities).

6.3 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Delaware or in the federal courts located in the state of Delaware. Both parties and the individuals executing this Agreement agree to submit to the jurisdiction of such courts and waive trial by jury. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

6.5 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, email (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for ail purposes.

6.6 Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, subsections, exhibits, and schedules shall, unless otherwise provided, refer to sections and subsections of this Agreement and exhibits and schedules attached to this Agreement, all of which exhibits and schedules are incorporated in this Agreement by this reference.

6.7 Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be delivered personally or by facsimile transmission or by nationally recognized overnight delivery service or by first class certified or registered mail, return receipt requested, postage prepaid:

If to the Company, at Ritter House, Wickhams Cay U, PO Box 3170, Road Town, Tortola VG 1110, British Virgin Islands, or at such other address or addresses as may have been furnished by giving five days advance written notice to all other parties.

If to Investor, at his address set forth on the signature page hereto, or at such other address or addresses as may have been furnished to the Company by giving five days advance written notice.

Notices provided in accordance with this Section shall be deemed delivered upon personal delivery (including confirmed facsimile) or three business days after deposit in the mail.

6.8 No Finder's Fees. Each party represents that it neither is nor shall be obligated for any finder's or broker's fee or commission in connection with the transactions contemplated by this Agreement. Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder's or broker's fee (and any asserted liability) for which such Investor or any of its officers, partners, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless Investor from any liability for any commission or compensation in the nature of a finders or broker's fee (and any asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

6.9 Attorney Fees and Expenses. Each party to this Agreement agrees to pay its own fees and expenses arising in connection with the negotiation and execution of this Agreement and consummation of the transactions contemplated in this Agreement and with regards to enforcement of this Agreement or the Note. For the avoidance of doubt, if any action, suit, or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated under this Agreement, neither party shall be entitled to recover any of such party's costs or attorneys' fees incurred in any such action, suit, or other proceeding, including any and all appeals or petitions from such action, suit or other proceeding.

6.10 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor holding a majority in interest of the aggregate principal amount of the Note. Any amendment or waiver effected in accordance with this Section shall be binding upon each of Investor and the Company.

6.11 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

6.12 Entire Agreement. This Agreement, together with all exhibits and schedules to this Agreement, constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties, or obligations between the parties with respect to the subject matter of this Agreement.

6.13 Further Assurances. From and after the date of this Agreement, upon the request of the Investor or the Company, the Company and the Investor shall execute and deliver such instruments, documents, or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

6.14 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any Investor upon any breach or default of the Company under this Agreement shall impair any such right, power, or remedy of such Investor nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any Investor of any breach or default under this Agreement or any waiver on the part of any Investor of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Investor, shall be cumulative and not alternative.

6.15 Rights of Investor. The Investor shall have the absolute right to exercise or refrain from exercising any right or rights that Investor may have by reason of the Transaction Agreements or the Company's organizational or governing documents, or at law or in equity, including without limitation the right to consent to the waiver of any obligation of the Company and to enter into an agreement with the Company for the purpose of modifying the Transaction Agreements, and such Investor shall not incur any liability to any other Investor or holder of Securities with respect to exercising or refraining from exercising any such right or rights.

6.16 Confidentiality. Except as required by law, Investor agrees that it shall keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement or in the Transaction Agreements, unless such information is known, or until such information becomes known, to the public; provided that Investor may disclose such information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with its investment in the Company, (ii) to any prospective purchaser of any Securities from Investor as Long as such prospective purchaser agrees in writing to be bound by the provisions of this Section, or (iii) to any affiliate of such Investor or to a partner or shareholder of such Investor.

6.17 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL‑ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

[Signature Pages Follows]

IN WITNESS WHEREOF, the parties to this Note Purchase Agreement have executed this Note Purchase Agreement as of the date first written above.

Agreed and accepted.

HotPlay Enterprise Limited		INVESTOR

A British Virgin Islands company		Tree Roots Entertainment Group Co., Ltd

By:	/s/ Nithinan Boonyawattanapisut /s/ Athid Nanthawaroon	By:	/s/ Jwanwat Ahriyavrarom
	Nithinan Boonyawattanapisut & Athid Nanthawaroon (Authorized Directors)	Dr. Jwanwat Ahriyavraromp

		Group CEO (Tree Roots Entertainment Group Co. Ltd.)

		By:	/s/ Athid Nanthawaroon
		Athid Nanthawaroon

		CEO (Tree Roots Entertainment Group Co. Ltd.)

		Address:

		695 Soi Sukhumvit 50, Sukhumvit Road, Prakanong, Klongtoey, Bangkok, Thailand 10260

Exhibit 10.4

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (the "Amendment") dated as of 1^st February 2021, is entered into by and between HotPlay Enterprise Limited, a British Virgin Islands corporation (the "Company"), and Tree Roots Entertainment Group Co. Ltd., a company organized under the laws of Thailand (the "Investor").

RECITALS:

The Company and Investor (collectively, the "Parties") previously entered into a Note Purchase Agreement dated 8^th January 2021 in the aggregate principal amount of US $12,000,000 (Twelve‑Million US Dollars) (the "Agreement").

The Parties desired to amend the Agreement as provided below.

All other capitalized terms used in this Amendment and not otherwise defined have the meanings set forth in the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and other good and valuable consideration exchanged between the parties, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AMENDMENT.

The Agreement shall be amended as follows:

Section 1 Clause 1.2 Subscription shall be deleted in its entirety and replaced with the following:

1.2 Subscription. Upon the terms and subject to the conditions set forth in this Agreement, the Investor hereby irrevocably subscribes for and agrees to purchase at the Closing (as defined below) the Note. The Investor shall pay the purchase price in full or in installment by wire transfer of immediately available funds to the Company upon request, but no earlier than the written statements from Monaker's majority shareholder in favor of the Share Exchange Agreement by and among HotPlay Enterprise Limited ("HPE"), Monaker, and the stockholders of HPE (the "Share Exchange Agreement") and no later than 15^th April 2021. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any Note or the equity of the Company into which the Note is convertible (as explained in Section 2.1, the "Stock", and together with the Note, the "Securities") to any person who is a resident of a jurisdiction in which the issuance of any of the Securities would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction (collectively referred to as the "State Securities Laws"),

Section 1 Clause 1.3 Sole Purpose of Funds shall be deleted in its entirety and replaced with the following:

1.3 Sole Purpose of Funds. The entire purchase price shall be used by the Company solely for the purpose of partially satisfying the funding obligations of HPE to Monaker pursuant to the Share Exchange Agreement. In the event that the Closing Date (as defined below) has not occurred on or prior to 31^st May 2021, all principal and interest under the Note shall be due to Investor.

Section 2 Clause 2.1 Conversion shall be deleted in its entirety and replaced with the following:

2.3 Conversion. Upon the closing of the Share Exchange, the entire principal amount under the Note shall be exchanged for shares of common stock of Monaker at a rate of $1.25 per share, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder.

Section 2 Clause 2.2 Interest shall be deleted in its entirety and replaced with the following:

2.3 Interest. Interest of 5% per annum shall accrue until conversion or repayment. The accrued interest shall be paid upon conversion.

CONVERTIBLE PROMISSORY NOTE.

Simultaneously with the execution of this Amendment, the Convertible Promissory Note dated 8^th January 2021, in connection with the Agreement (the "Original Convertible Promissory Note") shall be deemed null and void, and shall be replaced with a Replacement Convertible Note (the "Replacement Convertible Note") a copy of which is attached hereto as Exhibit A. The Replacement Note will replace and supersede the Original Promissory Note. Upon the execution of this Amendment and the Replacement Convertible Note, all references to the Note as defined in the Agreement shall mean and reference the Replacement Note.

MISCELLANEOUS

The Agreement is reaffirmed and ratified in all respects, except as expressly provided herein.

In the event of any conflict between the terms or provisions of this Amendment and the Agreement, then this Amendment shall prevail in all respects. Otherwise, the provisions of the Agreement shall remain in full force and effect.

Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the meanings assigned to them in the Agreement, as the case may be.

The Parties shall execute and deliver any other instruments or documents and take any further actions after the execution of this Amendment, which may be reasonably required for the implementation of this Amendment and the transaction contemplated hereby.

This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, taken together shall constitute one and the same instrument. For the purposes of authenticating this Amendment, facsimile signatures shall be deemed original.

[Signature Page Follows]

HotPlay Enterprise Limited		INVESTOR

A British Virgin Islands company		Tree Roots Entertainment Group Co., Ltd

By:	/s/ Athid Nanthawaroon	By:	/s/ Jwanwat Ahriyavraromp

	Athid Nanthawaroon		Dr. Jwanwat Ahriyavraromp

	Authorized Director

By:	/s/ Nithinan Boonyawattanapisut	By:	/s/ Athid Nanthawaroon

	Nithinan Boonyawattanapisut		Athid Nanthawaroon

	Authorized Director		CEO (Tree Roots Entertainment Group Co. Ltd.)

		Address:

		695 Soi Sukhumvit 50, Sukhumvit Road, Prakanong, Klongtoey, Bangkok, Thailand 10260

EXHIBIT A

FORM OF CONVERTIBLE PROMISSORY NOTE

CONVERTIBLE NOTE

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.

HOTPLAY ENTERPRISE LIMITED

CONVERTIBLE PROMISSORY NOTE

1^st February, 2021

FOR VALUE RECEIVED, HOTPLAY ENTERPRISE LIMITED, a British Virgin Islands corporation (the "Company") promises to pay to Tree Roots Entertainment Group Co. Ltd., or its registered assigns ("Investor"), in lawful money of the United States of America the principal sum of , or such lesser amount as shall equal the then outstanding principal amount hereof, together with simple interest from the date of this Convertible Promissory Note (this "Note") on the then outstanding principal balance at a rate equal to Five PERCENT (5%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All then outstanding principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be converted or repaid as set forth herein. This Note may be prepaid in whole or in part, at any time and from time to time, without premium or penalty.

1.	Definitions.

As used in this Note, the following capitalized terms have the following meanings:

(a)

"Charter" shall mean the Company's articles of incorporation as may be amended or restated from time to time.

(b)

"Common Stock" shall mean common stock of MONAKER GROUP, INC.

(c)

"Conversion Price" shall mean a conversion price equal to per share of Common Stock, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder.

(d)

"Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.

(e)

"Obligations" shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Investor of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note, including all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

(f)

"Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

(g)

"Share Exchange Agreement" shall mean that certain Share Exchange Agreement entered into by and among the Company, Monaker Group, Inc. and various stockholders of the Company, as may be amended from time to time.

Payments.

(a)

Interest. Accrued interest on this Note shall be converted or repaid as set forth herein.

3.	Events of Default.

The occurrence of any of the following shall constitute an "Event of Default" under this Note:

(a)

Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (v) take any action for the purpose of effecting any of the foregoing.

(b)

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 60 days of commencement.

Rights of Investor upon Default. Upon the occurrence of any Event of Default immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, Investor may, with the written consent of the Investor, exercise any other right, power or remedy granted to it by this Note or otherwise permitted to it by law, either by suit in equity or by action at law, or both. Additionally, upon the occurrence of any Event of Default, the outstanding principal balance of this Note shall bear interest ("Default Interest") while such default exists at the lesser of: (a) eighteen percent (18%) per annum and (b) the maximum legally permissible rate (the "Default Rate").

5.	Conversion and Repayment

(a)

Automatic Conversion in Certain Circumstances. Simultaneous with the closing of the transactions contemplated by the Share Exchange Agreement the then outstanding principal amount of this Note shall automatically convert into fully paid and nonassessable shares of Common Stock at a price per share equal to the Conversion Price. The Company shall cause to be delivered stock certificates to or as directed by Investor as set forth in this Section 5.

(b)

Repayment. All accrued and unpaid interest under this Note shall be repaid upon the conversion of this Note.

6.	Representations and Warranties of the Company.

The Company represents and warrants to the Investor that:

(a)

Due Incorporation, Qualification, etc. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company.

(b)

Authority. The execution, delivery and performance by the Company of the Note and the consummation of the transactions contemplated thereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the part of the Company.

(c)

Enforceability. The Note has been, or will be, duly executed and delivered by the Company and constitutes, or will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity.

(d)

Non-Contravention. The execution and delivery by the Company of the Note and the performance and consummation of the transactions contemplated hereby do not and will not (i) violate the Charter or bylaws of the Company, or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; or (ii) result in the creation or imposition of any Lien upon any property, asset or revenue of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

(e)

Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Notes by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Note.

7.	Representations and Warranties of Investor.

Investor represents and warrants to the Company upon the acquisition of the Note as follows:

(a)

Binding Obligation. Investor has full legal capacity, power and authority to execute and deliver this Note and to perform its obligations hereunder. This Note constitutes valid and binding obligations of Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity.

(b)

Securities Law Compliance. Investor has been advised that the Note and the underlying securities have not been registered under the Act and any applicable state securities laws and, therefore, cannot be resold unless it or they are registered under the Act and applicable state securities laws or unless an exemption from such registration requirements is available. Investor is aware that the Company is under no obligation to affect any such registration with respect to the Note or the underlying securities or to file for or comply with any exemption from registration. Investor has not been formed solely for the purpose of making this investment and is purchasing the Note for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Investor has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Investor's financial condition and is able to bear the economic risk of such investment for an indefinite period of time. Investor is an "accredited investor" as such term is defined in Rule 501 of Regulation D under the Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. The residency of Investor (or, in the case of a partnership or corporation, such entity's principal place of business) is correctly set forth beneath Investor's name on the signature page hereto.

(c)

Access to Information. Investor acknowledges that the Company has given Investor access to the corporate records and accounts of the Company and to all information in its possession relating to the Company, has made its officers and representatives available for interview by Investor, and has furnished Investor with all documents and other information required for Investor to make an informed decision with respect to the purchase of the Note.

(d)

Tax Advisors. Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Note. With respect to such matters, Investor relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Note.

(e)

Purchase Price. Investor shall have delivered to the Company the principal sum of

(f)

No "Bad Actor" Disqualification Events. Neither (i) the Investor, (ii) any of its directors, executive officers, general partners or managing members, nor (iii) any beneficial owner of any of the Company's voting equity securities (in accordance with Rule 506(d) of the Act) held by the Investor if such beneficial owner is deemed to own 20% or more of the Company's outstanding voting securities (calculated on the basis of voting power) is subject to any disqualifications described in Rule 506(d)(l)(i) through (viii) of the Act ("Disqualification Events"), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed reasonably in advance of the date hereof in writing in reasonable detail to the Company.

8.	Miscellaneous.

(a)

Waivers and Amendments. Any provision of this Note may be amended, waived or modified only with the written consent of the Company and of the Investor.

(b)

Governing Law. This Note and all actions arising out of or in connection herewith or therewith shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law provisions of the State of Delaware or of any other state or jurisdiction.

(c)

Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Note.

(d)

Jurisdiction and Venue. Investor and the Company irrevocably agree that any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Delaware or in the federal courts located in the state of Delaware. Both parties and the individuals executing this Agreement agree to submit to the jurisdiction of such courts and waive trial by jury. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

(e)

Successors and Assigns. Subject to the restrictions on transfer set forth herein, the rights and obligations of the Company and Investor under this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

(f)

Transfer and Replacement of this Note. The Company will keep, at its principal executive office, books for the recordation of the Investors and recordation of transfer of this Note. Prior to presentation of this Note for transfer, the Company shall treat the Person in whose name this Note is recorded as the owner and holder of this Note for all purposes whatsoever, whether or not this Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to any restrictions on or conditions to transfer set forth in this Note, the holder of this Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Company's chief executive office, and promptly thereafter and at the Company's expense, except as provided below, receive in exchange therefor this Note in the principal requested by such holder, dated the date to which interest shall have been paid on this Note or, if no interest shall have yet been so paid, dated the date of this Note and recorded in the name of such Person or Persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of this Note. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as this Note, in the same principal amount as the unpaid principal amount of this Note and dated the date to which interest shall have been paid on this Note or, if no interest shall have yet been so paid, dated the date of this Note.

(g)

Transfer of this Note or Securities Issuable on Conversion Thereof. Subject to the proviso in the following sentence, neither this Note nor the securities issued upon conversion hereof may be transferred by Investor without the prior written consent of the Company. Investor shall have no further restrictions on transferability of the underlying securities following the consummation of the Share Exchange Agreement, provided that all transfers of this note and/or any securities underlying this Note shall comply with applicable law.

(h)

Assignment by the Company. The rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor.

(i)

Entire Agreement. This Note constitutes and contains the entire agreement among the Company and Investor and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof

(j)

Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed, emailed or delivered to each party as follows: (i) if to Investor, at Investor's address, facsimile number or electronic mail address set forth beneath Investor's name on the signature page hereto, or at such other address, facsimile number or electronic mail address as Investor shall have furnished the Company in writing, or (ii) if to the Company, at the Company's address, facsimile number or electronic mail address set forth beneath the Company's name on the signature page hereto, or at such other address, facsimile number or electronic mail address as the Company shall have furnished to Investor in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being deposited with an overnight courier service of recognized standing, (iv) four days after being deposited in the U.S. mail, first class with postage prepaid, (v) if sent via facsimile, upon confirmation of facsimile transfer or (vi) if sent via electronic mail, when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient's next business day.

(k)

Expenses. The Company and Investor shall be responsible for their own legal fees and other expenses incurred in connection with the negotiation, drafting and execution of this Note.

(l)

Sever ability of this Note. If any provision of this Note shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(m)

Usury. If any interest is paid on this Note that is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

(n)

Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument

(o)

Review and Knowledge. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Note, said party has fully informed itself of the terms, contents, conditions and effects of this Note; (b) said party has relied solely and completely upon its own judgment in executing this Note; (c) said party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Note; (d) said party has acted voluntarily and of its own free will in executing this Note; and (e) this Note is the result of arm's length negotiations conducted by and among the parties and their respective counsel.

(p)

Counterparts. This Note and any signed agreement or instrument entered into in connection with this Note, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an "Electronic Delivery") shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

(Signature Page Follows)

The parties have caused this Note to be duly executed and delivered as of the date first written above.

COMPANY: HOTPLAY ENTERPRISE LIMITED

	a British Virgin Islands corporation

	By:	/s/ Athid Nanthawaroon
		Athid Nanthawaroon

		Authorized Director

	By:	/s/ Nithinan Boonyawattanapisu
		Nithinan Boonyawattanapisut

		Authorized Director

The parties have caused this Note to be duly executed and delivered as of the date first written above.

Investor: Tree Roots Entertainment Group Co. Ltd.

By:	/s/ Jwanwat Ahriyavraromp	By:	/s/ Athid Nanthawaroon

Name:	Dr. Jwanwat Ahriyavraromp	Name:	Athid Nanthawaroon

Title:		Title:	CEO (Tree Roots Entertainment Group Co. Ltd.)

Address:

695 Soi Sukhumvit 50,

Sukhumvit Road, Prakanong,

Klongtoey, Bangkok, Thailand 10260

Exhibit 10.5

RED ANCHOR TRADING CORPORATION LIMITED

EXCHANGEABLE PROMISSORY NOTE

USD 200,000

September 1^st, 2020

FOR THE VALUE RECEIVED, RED ANCHOR TRADING CORPORATION LIMITED, incorporated under the laws of British Virgin Islands whose registered office is at Morgan & Morgan Building, Pasea Estate, P.O.Box 958, Road Town, Tortola British Virgin Islands (the "Company") promises to pay to The Ultimate Solution Limited, incorporated under the laws of Cayman Islands whose registered office is at PO Box 309, Ugland House, Grand Cayman, KYI1-1105 (the "Investor"), in lawful money of the United States of America the principal sum of Two Hundred Thousand Dollars ($200,000), or such less amount as shall equal the then outstanding principal amount hereof. All then outstanding principal shall be converted or repaid as set forth herein. This Convertible Promissory Note (this "Note") may be prepaid in whole or in part, at any time and from time to time without premium or penalty.

1.	Definitions

As used in this Note, the following capitalized terms have the following meanings:

1.1

"Charter" shall mean the Company's articles of incorporation as may be amended or restated from time to time.

1.2

"Common Stock" shall mean common stock of MONAKER GROUP, INC.

1.3

"Conversion" shall mean the conversion as set out in Clause 4 hereafter.

1.4

"Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.

1.5

1.6

2.	Events of Default

The occurrence of any of the following shall constitute an "Event of Default" under this Note:

1.1

1.2

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 60 days of commencement.

3.	Rights of Investor Upon Default

Upon the occurrence of any Event of Default immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, Investor may, with the written consent of the Investor, exercise any other right, power or remedy granted to it by this Note or otherwise permitted to it by law, either by suit in equity or by action at law, or both. Additionally, upon the occurrence of any Event of Default, the outstanding principal balance of this Note shall bear interest ("Default Interest") while such default exists at the lesser of: (a) eighteen percent (18%) per annum and (b) the maximum legally permissible rate (the "Default Rate").

4.	Conversion and Repayment

1.1

Conversion. Upon the Company's receipt of the shares of Common Stock and no later than June 15^th, 2021, the principal amount of this Note shall be automatically converted into 165,919 (one hundred sixty-five thousand nine hundred nineteen) fully paid and nonassessable shares of Common Stock, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due to Investor upon Conversion. The Company shall cause to be delivered stock certificates to or as directed by Investor.

1.2

Repayment. In the event that the Company is unable to acquire shares of Common Stock by June 15^th, 2021, which can be adjusted upon further written notice from the Investor, the principal amount of this Note shall be repaid to the Investor.

5.	Representations and Warranties of the Company

The Company represents and warrants to the Investor that:

1.1

Due Incorporation, Qualification, etc. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of British Virgin Islands; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company.

1.2

1.3

1.4

1.5

6.	Representations and Warranties

Investor represents and warrants to the Company upon the acquisition of the Note as follows:

1.1

1.2

Securities Law Compliance. Investor has not been formed solely for the purpose of making this investment and is purchasing the Note for its own account for investment, not as a nominee or agent. Investor has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Investor's financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

1.3

Purchase Price. Investor has already delivered to the Company the principal sum of USD 200,000 (Two Hundred Thousand United States Dollars), according to the Loan Agreement between the Company and the Investor dated as of August 27^th, 2020.

7.	Miscellaneous

1.1

Waivers and Amendments. Any provision of this Note may be amended, waived or modified only with the written consent of the Company and of the Investor.

1.2

Governing Law. This Note and all actions arising out of or in connection herewith or therewith shall be governed by and construed in accordance with the laws of Hong Kong.

1.3

Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Note.

1.4

Jurisdiction and Venue. Investor and the Company irrevocably agree that any action brought by either Party against the other concerning the transactions contemplated by this Note, the Parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved through friendly consultation within 30 days, then any or all outstanding issues shall be settled by arbitration in accordance with the Arbitration Rules of the Thai Arbitration Institute, Office of the Judiciary, applicable at the time of submission of dispute to arbitration, and the conduct of the arbitration thereof shall be under the auspices of the Thai Arbitration Institute. The arbitral award is final and binding upon both Parties. Each Party shall be responsible for their own arbitration expenses as well as attorney fee.

In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

1.5

1.6

1.7

1.8

Entire Agreement. This Note constitutes and contains the entire agreement among the Company and Investor and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications among the Parties, whether written or oral, respecting the subject matter hereof.

1.9

(i)

For the Company

Address: No. 101, True Digital Park, 5^th Floor unit 5-D of Pegasus Building, Sukhumvit Road, Bang Chak, Prakanong, Bangkok 10260 THAILAND

Attention: Ms. Nithinan Boonyawattanapisut

Email: nithinan@hotplay.games

(ii)

For the Investor

Address: #408, 4^th Floor, True Digital Park, 101 Sukhumvit Road, Bang Chak, Prakanong, Bangkok, 10260 THAILAND

Attention: Mr. Jia Zheng

Email: jia@tandbmediaglobal.com

All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being deposited with an overnight courier service of recognized standing, (iv) if sent via facsimile, upon confirmation of facsimile transfer or (v) if sent via electronic mail, when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient's next business day.

1.10

Expenses. The Company and Investor shall be responsible for their own legal fees and other expenses incurred in connection with the negotiation, drafting and execution of this Note.

1.11

Severability of this Note. If any provision of this Note shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

1.12

1.13

Supersede. This Note shall supersede the Loan Agreement (in the amount of USD 200,000) between the Company and the Investor dated as of August 27^th, 2020.

1.14

Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

1.15

Review and Knowledge. Each Party herein expressly represents and warrants to all other parties hereto that (a) before executing this Note, said party has fully informed itself of the terms, contents, conditions and effects of this Note; (b) said party has relied solely and completely upon its own judgment in executing this Note; (c) said party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Note; (d) said party has acted voluntarily and of its own free will in executing this Note.

1.16

Counterparts. This Note and any signed agreement or instrument entered into in connection with this Note, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by.pdf,.tif,.gif,.jpeg or similar attachment to electronic mail (any such delivery, an "Electronic Delivery") shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Signature Pages Follows]

IN WITNESS WHEREOF, the Parties have caused this Note to be duly executed and delivered as of the date first written above.

Agreed and accepted.

COMPANY		INVESTOR

Red Anchor Trading Corp.		The Ultimate Solution Limited

By:	/s/ Nithinan Boonyawattanapisut	By:	/s/ Jwanwat Ahriyayraromp
Name:	Nithinan Boonyawattanapisut	Name:	Jwanwat Ahriyavraromp
Title:	Authorized Director	Title:	Authorized Director

WITNESS		WITNESS

By:	/s/ John Todd Bonner	By:	/s/ Jia Zheng
Name:	John Todd Bonner	Name:	Jia Zheng

Exhibit 10.6

SHARE REPLACEMENT AGREEMENT

THIS SHARE REPLACEMENT AGREEMENT (this "Agreement") is entered into as of August 27^th, 2020 (the "Effective Date"):

BETWEEN:

CERN ONE LIMITED, a company incorporated under the laws of the British Virgin Islands, whose registered address is at: Morgan & Morgan Building, PO Box 958, Pasea Estate, Road Town, Tortola, British Virgin Islands (hereinafter referred to as "Cern One"); and

EPITOME CAPITAL LIMITED, a company incorporated under the laws of Hong Kong, whose registered address is at: Flat 102 1/F, Tak Fung Building, 79-81 Connaught Road, West Hong Kong (hereinafter referred to as "Epitome").

WHEREAS:

A.	Epitome has entered into a Share Transfer Agreement with Cern One on November 15^th, 2019 to purchase USD 5,000,000 (Five Million United States Dollars) worth of common shares in the capital of Axion Ventures Inc. owned by Cern One (hereinafter referred to the "Share Transfer Agreement");

Epitome later entered into an Amendment of Share Transfer Agreement with Cern One on May 15^th, 2020 to purchase minimum USD 3,000,000 (Three Million United States Dollars) and up to USD 5,000,000 (Five Million United States Dollars) worth of common shares in the capital of Axion Ventures Inc. owned by Cern One;

Later in 2020, Cern One and Monaker Group Inc. ("Monaker"), a publicly traded company listed on the US NASDAQ Exchange have executed a Definitive Agreement dated July 23^rd, 2020 which in part allows Cern One to exchange shares of Axion Ventures Inc.'s stock for shares of Monaker's Stock ("The Merger"); and

Epitome is appointed to be the beneficiary to receive 439,966 Monaker's shares ("Monaker Shares"), replacing the outstanding deliverable of 4,272,073 Axion Ventures Inc.'s shares by Cern One, in exchange for the investment of USD 200,000 (Two Hundred Thousand United States Dollars) on June 30^th, 2020 and USD 250,000 (Two Hundred Fifty Thousand United States Dollars) on July 30^th, 2020, totaling USD 450,000 (Four Hundred Fifty Thousand United States Dollars), into Cern One in accordance with the Share Transfer Agreement.

IN CONSIDERATION OF the recitals described above and of the mutual benefits and obligations set forth in this Agreement, both above mentioned Parties, together referred collectively to as the "Parties" or individually as the "Party" agree as follows:

1. This Agreement shall supersede all previous Share Transfer Agreements and all other amendment agreements and understandings.

2. On or before June 15^th, 2021 (the "Delivery Date"), Cern One shall notify Epitome that it has possession of the 439,966 Monaker Shares and all parties shall work with the best reasonable efforts to transfer the Monaker Shares to Epitome as soon as possible. The Delivery Date can be adjusted upon further written notice from Epitome.

Completion of Obligations

It shall be considered that both Parties have completed all their obligations toward one another per this Agreement once Cern One successfully delivers 439,966 Monaker Shares to Epitome for the investment of USD 200,000 (Two Hundred Thousand United States Dollars) on June 30^th, 2020 and USD 250,000 (Two Hundred Fifty Thousand United States Dollars) on July 30^th, 2020, totaling USD 450,000 (Four Hundred Fifty Thousand United States Dollars) that have already been paid in full amount by Epitome to Cern One.

Upon the Effective Date of this Agreement until the Delivery Date, Cern One shall have no right to any additional payment and/or further payment whatsoever from Epitome.

Upon successfully delivering 439,966 Monaker Shares, there shall be no further obligation on Cern One's part to deliver any other payable to Epitome whether in cash or in kind.

Additional Representations and Warranties

Cern One represents and warrants to Epitome that Cern One is in the good standing and position, free and clear of all liens, security interests, encumbrances or adverse claims, no dispute, right of setoff, counterclaim or defence exists, and has no defaults or fails, including not being in or near a position of bankruptcy, insolvency, relief of debtors, specific performance, junctive relief and other equitable remedies, pending or otherwise, following the NASDAQ Exchange Regulations.

Cern One warrants that if Cern One fails or defaults due to Cern One's Representations and Warranties, Cern One and its stakeholders, agents and representatives will be liable for the amount already purchased and will return the sum of USD 450,000 (Four Hundred Fifty Thousand United States Dollars) within fifteen (15) days from the date such breach, which can be adjusted upon further written notice from Epitome.

Entire Agreement

This SHARE REPLACEMENT AGREEMENT shall be an integral part of the previously executed SHARE TRANSFER AGREEMENT and AMENDMENT OF SHARE TRANSFER AGREEMENT dated November 15^th, 2019 and May 15^th, 2020 respectively. In the event of any conflict, this SHARE REPLACEMENT AGREEMENT shall prevail. Any issues not agreed hereunder shall be executed according to the SHARE TRANSFER AGREEMENT and the AMENDMENT OF SHARE TRANSFER AGREEMENT signed before.

Notice

For Cern One

Address: No. 101, True Digital Park, 5^th Floor unit 5-D of Pegasus Building, Sukhumvit Road, Bang Chak, Prakanong, Bangkok, 10260

Attention: Ms. Nithinan Boonyawattanapisut

Email: nithinan@hotplay.games

For Epitome

Address: #408, 4^th Floor, True Digital Park, 101 Sukhumvit Road, Bang Chak, Prakanong, Bangkok, 10260 THAILAND

Attention: Mr. Jia Zheng

Email: jia@tandbmediaglobal.com

Counterparts

This Agreement may be validly executed in two or more counterparts, each of which when so executed and delivered shall be an original but which together shall form one and the same instrument. Executed counterpart signature pages of this Agreement scanned and transmitted electronically in either Tagged Image Format Files (TIFF) or Portable Document Format (PDF) or the equivalent shall be treated as originals, fully binding and with full legal force and effect, and the Parties waive any rights they may have to such treatment.

Severability

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way, and the Parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision.

Waiver

The waiver by either Party of a breach of or default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement. Further, any failure or delay on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder shall not operate as a waiver of any such right or remedy or preclude other or further exercise thereof or of any other right or remedy.

No Third-Party Beneficiaries

Nothing in this Agreement shall be construed to confer any rights or benefits upon any person other than the Parties hereto, and no other person shall have any rights or remedies hereunder.

Jurisdiction & Governing Law

In the event a dispute arises out or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved through friendly consultation within 30 days, then any or all outstanding issues shall be settled by arbitration in accordance with the Arbitration Rules of the Thai Arbitration Institute, Office of the Judiciary, applicable at the time of submission of dispute to arbitration, and the conduct of the arbitration thereof shall be under the auspices of the Thai Arbitration Institute. The arbitral award is final and binding upon both Parties. Each Party shall be responsible for their own arbitration expenses as well as attorney fee.

This Agreement will be governed by and construed in accordance with the laws of Thailand.

Remainder of page intentionally left blank

IN WITNESS WHEREOF, the Parties hereto have caused this Share Replacement Agreement to be duly executed and delivered by their respective authorized signatories on the day of August 27^th, 2020 (the Effective Date).

Signed for and on behalf of

CERN ONE LIMITED		EPITOME CAPITAL LIMITED

Signature:	/s/ Nithinan Boonyawattanapisut	Signature:	/s/ Jwanwat Ahriyayraromp

Name:	Nithinan Boonyawattanapisut	Name:	Jwanwat Ahriyavraromp

Title:	Sole Director/CEO	Title:	Authorized Director

THE WITNESS signed by		THE WITNESS signed by

Signature:	/s/ John Todd Bonner	Signature:	/s/ Jia Zheng

Name:	John Todd Bonner	Name:	Jia Zheng

Exhibit 10.8

ASSIGNMENT AGREEMENT

This ASSIGNMENT AGREEMENT (this "Assignment Agreement") dated as of March 8, 2021 ("Effective Date")

BETWEEN:

1.	Tree Roots Entertainment Group Company Limited, a company existing under the laws of Thailand, and having its registered address at No. 695, Sukhumvit Road, Phra Khanong, Khlong Toei, Bangkok, Thailand (the "Investor" or "Assignor"); and

2.	Tree Roots Entertainment Group Limited, a company existing under the laws of Hong Kong, and having its registered address at Flat/Rm 102, 1/F, Tak Fung Building, 79-81, Connaught Road West, Hong Kong (the "Assignee").

Both above mentioned Parties, together referred collectively to as the "Parties" or individually as the "Party".

RECITALS:

A.	HotPlay Enterprise Limited, a British Virgin Islands corporation (the "Company") and the Investor previously entered into a Note Purchase Agreement dated 8^th January 2021 in the aggregate principal amount of USD 12,000,000 (Twelve Million United States Dollars) (the "Agreement").

B.	The Company and Investor later entered into the first Amendment to the Agreement dated 1^st February 2021 so that all accrued and unpaid interest under the Agreement shall be repaid upon the conversion of the Note (the "Amendment").

NOW, THEREFORE, in consideration of the foregoing Recitals, which the Parties incorporate in this Assignment Agreement as if fully set forth below, and other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, Assignor hereby agrees, promises and undertakes under this Assignment Agreement. as follows:

Section 1 Defined Terms.

As used in this Assignment Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Unless otherwise specifically defined herein, each term defined in the Agreement and/or Amendment and used herein without definition shall have the meaning assigned to such term in the Agreement and/or Amendment.

Section 2 Assignment.

As of the Effective Date, Assignor hereby assigns transfers and conveys to Assignee, any and all of Assignor's rights, title, interests and benefits and all monies due or to become due to Assignor under or in connection with the Convertible P/N, the Note Purchase Agreement and its amendments thereof shall be borne to the Assignee entirely.

Section 3 Acceptance and Indemnification.

Assignee hereby accepts the foregoing assignment and transfer and promises to observe and perform all services and obligations required under the Note accruing on or after the Effective Date or otherwise attributable to the period commencing on said date and continuing thereafter for so long as the Note remains in full force and effect.

Assignee shall pay an assignment fee under this Assignment Agreement in the amount of USD 100,000 (One Hundred Thousand United States Dollars) upon the request of the Assignor.

Assignee shall indemnify, defend and hold harmless Assignor, its affiliates, agents and assigns, from any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities, costs and expenses of every nature whatsoever, including attorneys' fees, which arise from or relate to the Note on or after the Effective Date.

Section 4 Representations and Warranties.

4.1.	Representations and Warranties of Assignor:

(A)

it is the legal and beneficial owner of the interests that it is assigning,

(B)

such interests are free and clear of any lien, encumbrance or other adverse claim and

(C)

it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; and

(D)

Assignor will keep and perform the obligations to be kept and performed by it under the Assignment Agreement.

(E)

Assignor will not without the prior written consent of Assignee, modify, amend, alter, change, cancel or terminate the Assignment Agreement except to the extent Assignor in its sole but reasonable discretion determines is necessary to file and other proceedings or miscellaneous filings in order to protect title to the Assignment Agreement or as necessary and proper to keep the Assignment Agreement in full force and effect.

4.2.	Representations and Warranties of Assignee:

(A)

it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Agreement and the Amendment,

(B)

it is sophisticated with respect to decisions to acquire assets of the type represented by the interests assigned to it hereunder and either it, or the person exercising discretion in making its decision to acquire the interests assigned to it hereunder, is experienced in acquiring assets of such type,

Section 5 Miscellaneous.

5.1. This Assignment Agreement shall become effective on the Effective Date and enforceable against the Parties hereto.

5.2. This Assignment Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Assignment Agreement may be executed by facsimile or PDF electronic mail signature, and all such signatures shall be effective as originals.

5.3. In the event that any one or more of the provisions contained in this Assignment Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Assignment Agreement.

5.4. This Assignment Agreement shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws. Any action brought by either Party against the other concerning the transactions contemplated by this Assignment Agreement shall be brought only in the state courts of Delaware or in the federal courts located in the state of Delaware.

5.5. Both Parties executing this Assignment Agreement agree to submit to the jurisdiction of such courts and waive trial by jury.

5.6. This Assignment Agreement, the Notes, the Agreement, and the Amendment constitute the entire understanding among the Parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

IN WITNESS WHEREOF, the Tree Roots Entertainment Group Company Limited and Tree Roots Entertainment Group Limited Parties to this Assignment Agreement have executed this Assignment Agreement as of the Effective Date (March 8, 2021).

Assignor		Assignee
Tree Roots Entertainment Group Company Limited		Tree Roots Entertainment Group Limited

By:	/s/ Jwanwat Ahriyavraromp	By:	/s/ Jwanwat Ahriyavrarom
	Dr. Jwanwat Ahriyavraromp		Dr. Jwanwat Ahriyavraromp
	Authorized Director		Authorized Director

By:	/s/ Athid Nanthawaroon
	Athid Nanthawaroon
	Authorized Director

Exhibit 10.9

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this "Agreement") is made and entered into as of March 5th, 2021 (the "Effective Date").

BETWEEN:

Tree Roots Entertainment Group Limited, a company incorporated in Hong Kong and having its registered address at Flat/Rm 102, l/F, Tak Fung Building, 79-81, Connaught Road West, Hong Kong (hereinafter referred to as the "Company"); and

The Ultimate Solution Limited, a company incorporated in the Cayman Islands and having its registered address at PO Box 309, Ugland House, Grand Cayman, KY1-1104 (hereinafter referred to as the "Investor").

RECITALS

The Company desires to sell to the Investor, and the Investor desires to purchase from the Company, a Promissory Note (the "Note"), in the form attached as Exhibit A hereto, in the aggregate principal amount of USD 2,025,000 (Two Million Twenty-Five Thousand Dollars) on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals and the mutual promises set forth in this Agreement, the parties to this Agreement agree as follows:

1.	AUTHORIZATION AND SALE

1.1

Authorization

The Company has duly authorized the issuance and sale, pursuant to the terms of this Agreement, of the Note against payment of the purchase price therefor.

1.2

Subscription

Upon the terms and subject to the conditions set forth in this Agreement, the Investor hereby irrevocably subscribes for and agrees to purchase the Note. Investor shall pay the purchase price in full by wire transfer of immediately available funds to the Company, and on or before March 12^nd, 2021. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any Note or the equity of the Company into which the Note is convertible (as explained in Section 2, the "Stock", and together with the Note, the "Securities") to any person who is a resident of a jurisdiction in which the issuance of any of the Securities would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction (collectively referred to as the "State Securities Laws").

1.3

Sole Purpose of Funds

The entire purchase price shall be used by the Company solely for the purpose of acquiring shares of Monaker Group, Inc. ("Monaker").

1.4

Closing

The closing of the Note hereunder (the "Closing") shall take place on the execution of this Note (hereafter referred to as "Closing Date").

1.5

Maturity

The maturity of the Note hereunder (the "Maturity'') shall take place within July 31^st, 2021 (hereafter referred to as "Maturity Date").

2.	CONVERSION AND REPAYMENT OF NOTE

The Note is convertible into Stock pursuant to this Section 2:

2.1

Conversion

Within the Maturity Date, the entire principal amount under the Note shall be exchanged for 1,350,000 (One Million Three Hundred Fifty Thousand) shares of common stock of Monaker, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due under the Note.

2.2

Interest

There shall be no interest charge on the principal amount under the Note.

2.3

Repayment

In event that the Company is not able to acquire shares of common stock of Monaker, the entire principal amount under the Note shall be repaid to the Investors upon Maturity.

3.	REPRESENTATION AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that:

3.1

Organization, Good Standing, and Qualification

The Company has been duly formed and organized and is validly existing and in good standing under the laws of Hong Kong. The Company has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement and the Note (hereby referred to collective as the "Transaction Agreements"), and any other agreements contemplated by the Transaction Agreements, to own and operate its properties and assets, and to carry on its business as currently conducted and as presently proposed to be conducted.

3.2

Due Authorization

All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery, and performance of all obligations of the Company under the Transaction Agreements has been taken or shall be taken prior to the Closing Date, and this Agreement constitutes, and the Note when executed and delivered shall constitute, valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting the enforcement of creditors' rights generally and (ii) the effect of rules of law governing the availability of equitable remedies, and shall be free of any liens, encumbrances, or restrictions on transfer (other than those created or contemplated by the Transaction Agreements or under applicable state and/or federal securities laws).

3.3

Valid Issuance of Securities

The Note, when issued and paid for as provided in this Agreement, shall be duly authorized and validly issued, fully paid, and nonassessable. The Stock shall have been duly and validly reserved for issuance in accordance with the conversion provisions of the Note, shall be duly authorized and validly issued, fully paid, and nonassessable.

Based in part on the representations made by the Investor in Section 4, the Securities (assuming no change in applicable law and no unlawful distribution of the Securities by the Investor or any other parties) are exempt from the registration and prospectus delivery requirements of the Securities Act or any applicable State Securities Laws.

The Company has not offered any Securities, or substantially similar securities of the Company, for sale to, or solicited any offers to buy from, or otherwise approached or negotiated with, any persons other than the Investor and other existing holders of capital stock of the Company. The Company has not taken any action that shall cause the issuance, sale, and delivery of any of the Securities to constitute a violation of the Securities Act or any applicable State Securities Laws.

3.4

Governmental Consents

No consent, approval, order, or authorization of or registration, qualification, designation, declaration, or filing with, any federal, state, or local governmental authority is required on the part of the Company in order to enable the Company to execute, deliver, and perform its obligations under the Transaction Agreements except for such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings shall, in the case of qualifications, be effective on the Closing Date and shall, in the case of filings, be made within the time prescribed by law.

3.5

Non-Contravention

The execution, delivery, and performance of the Transaction Agreements and the consummation of the transactions contemplated by this Agreement and by the Transaction Agreements shall not result in any such violation or default or be in conflict with or result in a violation or breach of, with or without the passage of time or the giving of notice or both, the Company's organizational or governing documents, any judgment, order, or decree of any court or arbitrator to which the Company is a party or is subject, any agreement or contract of the Company, or, to the Company's knowledge, a violation of any statute, law, regulation, or order, or an event which results in the creation of any lien, charge, or encumbrance upon any asset of the Company.

3.6

Litigation

There is no action, suit, proceeding, claim or investigation pending or, to Company's knowledge, threatened against the Company.

3.7

Brokers or Finders

The Company has not, and will not incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the execution and delivery of this Agreement.

3.8

Title

The Company owns and has good and marketable title in fee simple absolute to, or a valid leasehold interest in, all of its real properties and good title to its other assets and properties. Such assets and properties are not subject to any liens.

3.9

Intellectual Property

The Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of, the rights of others.

3.10

Accuracy of Information Furnished

None of the Transaction Agreements and none of the other certificates, statements or information furnished to the Investor by or on behalf of the Company pursuant to the Transaction Agreements thereby contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.	REPRESENTATION, WARRANTIES, AND CERTAIN AGREEMENTS OF THE INVESTOR

The Investor represents and warrants to, and agrees with the Company that:

4.1

Authorization

The Investor has full power and authority to enter into this Agreement and this Agreement constitutes the Investor's valid and legally binding obligation, enforceable in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (ii) as may be limited by the effect of rules of law governing the availability of equitable remedies.

4.2

Purchase for Own Account

The Securities shall be acquired for investment for the Investor's own account, not as a nominee or agent, and not with a view to the public resale or distribution of the Securities within the meaning of the Securities Act, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. If other than an individual, the Investor also represents that it has not been formed for the specific purpose of acquiring the Securities.

4.3

Exempt Offering

The Investor acknowledges that the Securities have not been registered under the Securities Act and are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the representations of the Investor contained in this Agreement.

4.4

Disclosure of Information; Non-Reliance

Investor acknowledges that it has received all the information it considers necessary or appropriate to enable it to make an informed decision concerning an investment in the Securities. Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities. Investor confirms that the Company has not given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities. In deciding to purchase the Securities, Investor is not relying on the advice or recommendations of the Company and Investor has made its own independent decision that the investment in the Securities is suitable and appropriate for Investor. Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the fairness or advisability of this investment.

4.5

Investment Experience

The Investor has experience as an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Securities (including a total loss of such investment), and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Note.

4.6

Accredited Investor Status

The Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Investor agrees to furnish any additional information requested by the Company to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.

4.7

Restricted Securities

The Investor understands that the Securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor's representations as expressed herein. Investor understands that the Securities are "restricted securities" under U.S. federal and applicable state securities laws and that, pursuant to these laws, Investor must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission ("SEC") and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. Investor acknowledges that the Company has no obligation to register or qualify the Securities for resale and further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of Investor's control, and which the Company is under no obligation, and may not be able, to satisfy.

4.8

No General Solicitation

Investor, and if Investor is an entity, its officers, directors, employees, agents, stockholders or partners have not either directly or indirectly, including through a broker or finder solicited offers for or offered or sold the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. Investor acknowledges that neither the Company nor any other person offered to sell the Securities to it by means of any form of general solicitation or advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

4.9

Residence

If the Investor is an individual, Investor resides in the state or province identified in the address shown on the signature page hereto. If the Investor is a partnership, corporation, limited liability company or other entity, Investor's principal place of business is located in the state or province identified in the address shown on the signature page hereto.

4.10

Foreign Investors

If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Investor's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Investor's jurisdiction. Each such Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

4.11

Legends

It is understood that the instruments evidencing the Securities shall bear legends substantially similar to the legends set forth below (in addition to any legend required under applicable state securities laws):

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."

Any other legends required by State Securities Laws applicable to any individual Investor or under any agreement to which the Investor is a party to with the Company.

The legend set forth in Subsection a) above shall be removed by the Company from any instruments evidencing the Securities upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer shall not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Securities.

5.	CONDITIONS

5.1

Conditions to the Obligations of the Investor at Closing

The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment, or the waiver by the Investor, of the following conditions on or before the Closing.

The representations and warranties in Section 3 shall be true at and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

The Company shall have performed and complied with all agreements and conditions in this Agreement required to be performed or complied with by the Company prior to or at the Closing.

All corporate and other proceedings in connection with the transactions contemplated in this Agreement and the Transaction Agreements and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Investor, or counsel to the Investor, and the Investor or its counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

5.2

Conditions to the Obligations of the Company at Closing

The obligations of the Company to issue and sell the Note to the Investor at the Closing are subject to the fulfillment, or the waiver by the Company, of the following condition on or before the Closing.

The representations and warranties of the Investor in this Note shall be true at and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

The Company shall have obtained all necessary permits and qualifications, or shall have the availability of exemptions therefrom, required by any state for the offer and sale of the Securities.

6.	GENERAL PROVISIONS

6.1

Survival of Representations and Warranties

The representations, warranties, and covenants of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor, their special counsel, or the Company, as the case may be.

6.2

Successors and Assigns

Except as otherwise provided in this Agreement, the provisions of this Agreement shall insure to the benefit of and be binding upon the respective successors and permitted assigns of the parties to this Agreement (including permitted transferees of any Securities).

6.3

Third Parties

Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights' remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the court of Hong Kong. Both parties and the individuals executing this Agreement agree to submit to the jurisdiction of such courts and waive trial by jury. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

6.5

Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, email (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.6

Headings

The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, subsections, exhibits, and schedules shall, unless otherwise provided, refer to sections and subsections of this Agreement and exhibits and schedules attached to this Agreement, all of which exhibits and schedules are incorporated in this Agreement by this reference.

6.7

Notices

All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be delivered personally or by facsimile transmission or by nationally recognized overnight delivery service or by first class certified or registered mail, return receipt requested, postage prepaid:

If to the Company, at 695 Soi Sukhumvit 50, Sukhumvit Road, Prakanong, Klongtoey, Bangkok, Thailand 10260, or at such other address or addresses as may have been furnished by giving five days advance written notice to all other parties.

If to Investor, at PO Box 309, Ugland House, Grand Cayman, KY1-1104, or at such other address or addresses as may have been furnished by giving five days advance written notice to all other parties.

Notices provided in accordance with this Section shall be deemed delivered upon personal delivery (including confirmed facsimile) or three business days after deposit in the mail.

6.8

No Finder's Fee

The Company agrees to indemnify and hold harmless Investor from any liability for any commission or compensation in the nature of a finder's or broker's fee (and any asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

6.9

Attorneys' Fees and Expenses

Each party to this Agreement agrees to pay its own fees and expenses arising in connection with the negotiation and execution of this Agreement and consummation of the transactions contemplated in this Agreement and with regards to enforcement of this Agreement or the Note. For the avoidance of doubt, if any action, suit, or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated under this Agreement, neither party shall be entitled to recover any of such party's costs or attorneys' fees incurred in any such action, suit, or other proceeding, including any and all appeals or petitions from such action, suit or other proceeding.

6.10

Amendments and Waivers

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor holding a majority in interest of the aggregate principal amount of the Note. Any amendment or waiver effected in accordance with this Section shall be binding upon each of Investor and the Company.

6.11

Severability

If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

6.12

Entire Agreement

This Agreement, together with all exhibits and schedules to this Agreement, constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties, or obligations between the parties with respect to the subject matter of this Agreement.

6.13

Further Assurances

From and after the date of this Agreement, upon the request of the Investor or the Company, the Company and the Investor shall execute and deliver such instruments, documents, or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

6.14

Delays of Omissions

No delay or omission to exercise any right, power, or remedy accruing to any Investor upon any breach or default of the Company under this Agreement shall impair any such right, power, or remedy of such Investor nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any Investor of any breach or default under this Agreement or any waiver on the part of any Investor of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Investor, shall be cumulative and not alternative.

6.15

Rights of Investor

The Investor shall have the absolute right to exercise or refrain from exercising any right or rights that Investor may have by reason of the Transaction Agreements or the Company's organizational or governing documents, or at law or in equity, including without limitation the right to consent to the waiver of any obligation of the Company and to enter into an agreement with the Company for the purpose of modifying the Transaction Agreements, and such Investor shall not incur any liability to any other Investor or holder of Securities with respect to exercising or refraining from exercising any such right or rights.

6.16

Confidentiality

Except as required by law, Investor agrees that it shall keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement or in the Transaction Agreements, unless such information is known, or until such information becomes known, to the public; provided that Investor may disclose such information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with its investment in the Company, (ii) to any prospective purchaser of any Securities from Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section, or (iii) to any affiliate of such Investor or to a partner or shareholder of such Investor.

6.17

Waiver of Jury Trial

EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

[Signature Pages Follows]

IN WITNESS WHEREOF, the parties to this Note Purchase Agreement have executed this Note Purchase Agreement between Tree Roots Entertainment Group Limited and The Ultimate Solution Limited as of March 5th, 2021

SIGNED, SEALED AND DELIVERED		SIGNED, SEALED AND DELIVERED

in the presence of Tree Roots Entertainment Group Limited		in the presence of The Ultimate Solution Limited

By:	/s/ Vivian Li	By:	/s/ Jwanwat Ahriyavraromp

Name: Ms. Vivian Li		Name: Mr. Jwanwat Ahriyavraromp

Title: Authorized Director		Title: Authorized Director

By:	/s/ Jwanwat Ahriyavraromp

Name: Mr. Jwanwat Ahriyavraromp

Title: Authorized Director

Witness:		Witness:

By:	/s/ Wathayut Pruepattara	By:	/s/ Jia Zheng

Name: Mr. Wathayut Pruepattara		Name: Mr. Jia Zheng

EXCHANGEABLE NOTE

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.

TREE ROOTS ENTERTAINMENT GROUP LIMITED

EXCHANGEABLE PROMISSORY NOTE

$2,025,000

March 5^th, 2021

FOR THE VALUE RECEIVED, TREE ROOTS ENTERTAINMENT GROUP LIMITED, incorporated in Hong Kong (the "Company") promises to pay to The Ultimate Solution Limited (the "Investor"), in lawful money of the United States of America the principal sum of USD 2,025,000 (Two Million Twenty-Five Thousand Dollars), or such less amount as shall equal the then outstanding principal amount hereof. All then outstanding principal shall be converted or repaid as set forth herein. This Convertible Promissory Note (this "Note") may be prepaid in whole or in part, at any time and from time to time without premium or penalty.

1.	Definitions

As used in this Note, the following capitalized terms have the following meanings:

1.1

"Charter" shall mean the Company's articles of incorporation as may be amended or restated from time to time.

1.2

"Common Stock" shall mean common stock of MONAKER GROUP, INC.

1.3

"Conversion" shall mean the conversion as set out in Clause 4 hereafter.

1.4

"Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.

1.5

"Obligations" shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Investor of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note, including all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code(11 U. S. C, Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

1.6

"Person"shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

2.	Events of Default

The occurrence of any of the following shall constitute an "Event of Default" under this Note:

2.1

2.2

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 60 days of commencement.

3.	Rights of Investor Upon Default

4.	Conversion and Repayment

4.1

Conversion. Upon the Company's receipt of the shares of Common Stock and no later than July 31^st, 2021, the principal amount of this Note shall be automatically converted into 1,350,000 (One Million Three Hundred Fifty Thousand) fully paid and nonassessable shares of Common Stock, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due to Investor upon Conversion. The Company shall cause to be delivered stock certificates to or as directed by Investor.

4.2

Repayment. In event that the Company is unable to acquire shares of Common Stock by July 31^st, 2021, the principal amount of this Note shall be repaid to the Investor.

5.	Representations and Warranties of the Company

The Company represents and warrants to the Investor that:

5.1

Due Incorporation, Qualification, etc. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the Hong Kong; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company.

5.2

5.3

5.4

5.5

6.	Representations and Warranties

Investor represents and warrants to the Company upon the acquisition of the Note as follows:

6.1

6.2

6.3

6.4

6.5

Purchase Price. Investor shall have delivered to the Company the principal sum of USD 2,025,000 (Two Million Twenty-Five Thousand Dollars).

6.6

7.	Miscellaneous

7.1

Waivers and Amendments. Any provision of this Note may be amended, waived or modified only with the written consent of the Company and of the Investor.

7.2

Governing Law. This Note and all actions arising out of or in connection herewith or therewith shall be governed by and construed in accordance with the laws Hong Kong.

7.3

Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Note.

7.4

Jurisdiction and Venue. Investor and the Company irrevocably agree that any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the courts of Hong Kong. Both parties and the individuals executing this Agreement agree to submit to the jurisdiction of such courts and waive trial by jury. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

7.5

7.6

7.7

7.8

7.9

7.10

7.11

Expenses. The Company and Investor shall be responsible for their own legal fees and other expenses incurred in connection with the negotiation, drafting and execution of this Note.

7.12

Severability of this Note. If any provision of this Note shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.13

7.14

Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

7.15

Review and Knowledge. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Note, said party has fully informed itself of the terms, contents, conditions and effects of this Note; (b) said party has relied solely and completely upon its own judgment in executing this Note; (c) said party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Note; (d) said party has acted voluntarily and of its own free will in executing this Note; and € this Note is the result of arm's length negotiations conducted by and among the parties and their respective counsel.

7.16

Counterparts. This Note and any signed agreement or instrument entered into in connection with this Note, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by.pdf,.tif,.gif,.jpeg or similar attachment to electronic mail (any such delivery, an "Electronic Delivery") shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Signature Pages Follows]

IN WITNESS WHEREOF, the parties to this Note have executed this Note between Tree Roots Entertainment Group Limited and The Ultimate Solution Limited as of March 5^th, 2021.

SIGNED, SEALED AND DELIVERED		SIGNED, SEALED AND DELIVERED

in the presence of Tree Roots Entertainment Group Limited		in the presence of The Ultimate Solution Limited

By:	/s/ Vivian Li	By:	/s/ Jwanwat Ahriyavraromp

Name: Ms. Vivian Li		Name: Mr. Jwanwat Ahriyavraromp

Title: Authorized Director		Title: Authorized Director

By:	/s/ Jwanwat Ahriyavraromp

Name: Mr. Jwanwat Ahriyavraromp

Title: Authorized Director

Witness:		Witness:

By:	/s/ Wathayut Pruepattara	By:	/s/ Jia Zheng

Name: Mr. Wathayut Pruepattara		Name: Mr. Jia Zheng

Exhibit 10.10

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this "Agreement") is made and entered into as of April 7^th, 2021 (the "Effective Date").

BETWEEN:

Tree Roots Entertainment Group Limited, a company incorporated in Hong Kong and having its registered address at Flat/Rm 102, 1/F, Tak Fung Building, 79-81, Connaught Road West, Hong Kong (hereinafter referred to as the "Company"); and

The Ultimate Solution Limited, a company incorporated in the Cayman Islands and having its registered address at PO Box 309, Ugland House, Grand Cayman, KYI-1104 (hereinafter referred to as the "Investor").

RECITALS

The Company desires to sell to the Investor, and the Investor desires to purchase from the Company, a Promissory Note (the "Note"), in the form attached as Exhibit A hereto, in the aggregate principal amount of USD 1,950,000 (One Million Nine Hundred and Fifty Thousand Dollars) on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals and the mutual promises set forth in this Agreement, the parties to this Agreement agree as follows:

1.	AUTHORIZATION AND SALE

1.1.

Authorization

The Company has duly authorized the issuance and sale, pursuant to the terms of this Agreement, of the Note against payment of the purchase price therefor.

1.2.

Subscription

Upon the terms and subject to the conditions set forth in this Agreement, the Investor hereby irrevocably subscribes for and agrees to purchase the Note. Investor shall pay the purchase price in full by wire transfer of immediately available funds to the Company, and on or before April 15^th, 2021. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any Note or the equity of the Company into which the Note is convertible (as explained in Section 2, the "Stock", and together with the Note, the "Securities") to any person who is a resident of a jurisdiction in which the issuance of any of the Securities would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction (collectively referred to as the "State Securities Laws").

1.3.

Sole Purpose of Funds

The entire purchase price shall be used by the Company solely for the purpose of acquiring shares of Monaker Group, Inc. ("Monaker").

1.4.

Closing

The closing of the Note hereunder (the "Closing") shall take place on the execution of this Note (hereafter referred to as "Closing Date").

1.5.

Maturity

The maturity of the Note hereunder (the "Maturity") shall take place within 31 July 2021 (hereafter referred to as "Maturity Date").

2.	CONVERSION AND REPAYMENT OF NOTE

The Note is convertible into Stock pursuant to this Section 2:

2.1.

Conversion

Within the Maturity Date, the entire principal amount under the Note shall be exchanged for 1,500,000 (One Million and Five Hundred Thousand) shares of common stock of Monaker, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due under the Note.

2.2.

Interest

There shall be no interest charge on the principal amount under the Note.

2.3.

Repayment

In event that the Company is not able to acquire shares of common stock of Monaker, the entire principal amount under the Note shall be repaid to the Investors upon Maturity.

3.	REPRESENTATION AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that:

3.1.

Organization, Good Standing, and Qualification

3.2.

Due Authorization

3.3.

Valid Issuance of Securities

3.4.

Governmental Consents

3.5.

Non-Contravention

Tire execution, delivery, and performance of the Transaction Agreements and the consummation of the transactions contemplated by this Agreement and by the Transaction Agreements shall not result in any such violation or default or be in conflict with or result in a violation or breach of, with or without the passage of time or the giving of notice or both, the Company's organizational or governing documents, any judgment, order, or decree of any court or arbitrator to which the Company is a party or is subject, any agreement or contract of the Company, or, to the Company's knowledge, a violation of any statute, law, regulation, or order, or an event which results in the creation of any lien, charge, or encumbrance upon any asset of the Company.

3.6.

Litigation

There is no action, suit, proceeding, claim or investigation pending or, to Company's knowledge, threatened against the Company.

3.7.

Brokers or Finders

3.8.

Title

3.9.

Intellectual Property

3.10.

Accuracy of Information Furnished

None of the Transaction Agreements and none of the other certificates, statements or information furnished to the Investor by or on behalf of the Company pursuant to tire Transaction Agreements thereby contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.	REPRESENTATION, WARRANTIES, AND CERTAIN AGREEMENTS OF THE INVESTOR

The Investor represents and warrants to, and agrees with the Company that:

4.1.

Authorization

4.2.

Purchase for Own Account

4.3.

Exempt Offering

4.4.

Disclosure of Information; Non-Reliance

4.5.

Investment Experience

4.6.

Accredited Investor Status

4.7.

Restricted Securities

4.8.

No General Solicitation

4.9.

Residence

4.10.

Foreign Investors

If Investor is not a United States person (as defined by Section 7701 (a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Investor's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Investor's jurisdiction. Each such Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

4.11.

Legends

Any other legends required by State Securities Laws applicable to any individual Investor or under any agreement to which the Investor is a party to with the Company.

5.	CONDITIONS

5.1.

Conditions to the Obligations of the Investor at Closing

The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment, or the waiver by the Investor, of the following conditions on or before the Closing.

The Company shall have performed and complied with all agreements and conditions in this Agreement required to be performed or complied with by the Company prior to or at the Closing.

5.2.

Conditions to the Obligations of the Company at Closing

The Company shall have obtained all necessary permits and qualifications, or shall have the availability of exemptions therefrom, required by any state for the offer and sale of the Securities.

6.	GENERAL PROVISIONS

6.1.

Survival of Representations and Warranties

6.2.

Successors and Assigns

6.3.

Third Parties

Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4.

Governing Law

6.5.

Counterparts

6.6.

Headings

6.7.

Notices

If to Investor, at PO Box 309, Ugland House, Grand Cayman, KY1 -1104, or at such other address or addresses as may have been furnished by giving five days advance written notice to all other parties.

Notices provided in accordance with this Section shall be deemed delivered upon personal delivery (including confirmed facsimile) or three business days after deposit in the mail.

6.8.

No Finder's Fee

6.9.

Attorneys' Fees and Expenses

6.10.

Amendments and Waivers

6.11.

Severability

6.12.

Entire Agreement

6.13.

Further Assurances

6.14.

Delays of Omissions

6.15.

Rights of Investor

The Investor shall have the absolute right to exercise or refrain from exercising any right or rights that Investor may have by reason of the Transaction Agreements or the Company’s organizational or governing documents, or at law or in equity, including without limitation the right to consent to the waiver of any obligation of the Company and to enter into an agreement with the Company for the purpose of modifying the Transaction Agreements, and such Investor shall not incur any liability to any other Investor or holder of Securities with respect to exercising or refraining from exercising any such right or rights.

6.16.

Confidentiality

Except as required by law. Investor agrees that it shall keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement or in the Transaction Agreements, unless such information is known, or until such information becomes known, to the public; provided that Investor may disclose such information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with its investment in the Company, (ii) to any prospective purchaser of any Securities from Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section, or (iii) to any affiliate of such Investor or to a partner or shareholder of such Investor.

6.17.

Waiver of Jury Trial

[Signature Pages Follows]

SIGNED, SEALED AND DELIVERED,		SIGNED, SEALED AND DELIVERED,

In the presence of Tree Roots Entertainment Group Limited		In the presence of The Ultimate Solution Limited

By:	/s/ Vivian Li	By:	/s/ Jwanwat Ahriyavraromp
Name:	Ms. Vivian Li	Name:	Mr. Jwanwat Ahriyavraromp
Title:	Authorized Director	Title:	Authorized Director

By:	/s/ Jwanwat Ahriyavraromp
Name:	Mr. Jwanwat Ahriyavraromp
Title:	Authorized Director

Witness:		Witness:

By:	/s/ Jwanwat Ahriyavraromp	By:	/s/ Jia Zheng
Name:	Mr. Jwanwat Ahriyavraromp	Name:	Mr. Jia Zheng

EXCHANGEABLE NOTE

TREE ROOTS ENTERTAINMENT GROUP LIMITED

EXCHANGEABLE PROMISSORY NOTE

$1,950,000

April 7^th, 2021

FOR THE VALUE RECEIVED, TREE ROOTS ENTERTAINMENT GROUP LIMITED, incorporated in Hong Kong (the "Company") promises to pay to The Ultimate Solution Limited (the "Investor"), in lawful money of the United States of America the principal sum of USD 1,950,000 (One Million Nine Hundred and Fifty Thousand Dollars), or such less amount as shall equal the then outstanding principal amount hereof. All then outstanding principal shall be converted or repaid as set forth herein. This Convertible Promissory Note (this "Note") may be prepaid in whole or in part, at any time and from time to time without premium or penalty.

1.	Definitions

As used in this Note, the following capitalized terms have the following meanings:

1.1.

"Charter" shall mean the Company's articles of incorporation as may be amended or restated from time to time.

1.2.

"Common Stock" shall mean common stock of MONAKER GROUP, INC.

1.3.

"Conversion" shall mean the conversion as set out in Clause 4 hereafter.

1.4.

"Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.

1.5.

1.6.

2.	Events of Default

The occurrence of any of the following shall constitute an "Event of Default" under this Note:

2.1.

2.2.

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 60 days of commencement.

3.	Rights of Investor Upon Default

4.	Conversion and Repayment

4.1.

Conversion. Upon the Company's receipt of the shares of Common Stock and no later than 31 July 2021, the principal amount of this Note shall be automatically converted into 1,500,000 (One Million and Five Hundred Thousand) fully paid and nonassessable shares of Common Stock, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due to Investor upon Conversion. The Company shall cause to be delivered stock certificates to or as directed by Investor.

4.2.

Repayment. In event that the Company is unable to acquire shares of Common Stock by 31 July 2021, the principal amount of this Note shall be repaid to the Investor.

5.	Representations and Warranties of the Company

The Company represents and warrants to the Investor that:

5.1.

5.2.

5.3.

5.4.

Non-Contravention. The execution and delivery' by the Company of the Note and the performance and consummation of the transactions contemplated hereby do not and will not (i) violate the Charter or bylaws of the Company, or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; or (ii) result in the creation or imposition of any Lien upon any property, asset or revenue of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

5.5.

6.	Representations and Warranties

Investor represents and warrants to the Company upon the acquisition of the Note as follows:

6.1.

6.2.

6.3.

6.4.

6.5.

Purchase Price. Investor shall have delivered to the Company the principal sum of USD 1,950,000 (One Million Nine Hundred and Fifty' Thousand Dollars).

6.6.

7.	Miscellaneous

7.1.

Waivers and Amendments. Any provision of this Note may be amended, waived or modified only with the written consent of the Company and of the Investor.

7.2.

Governing Law. This Note and all actions arising out of or in connection herewith or therewith shall be governed by and construed in accordance with the laws Hong Kong.

7.3.

Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Note.

7.4.

Jurisdiction and Venue. Investor and the Company irrevocably agree that any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the courts of Hong Kong. Both parties and the individuals executing this Agreement agree to submit to the jurisdiction of such courts and waive trial by jury. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

7.5.

7.6.

7.7.

7.8.

7.9.

7.10.

7.11.

Expenses. The Company and Investor shall be responsible for their own legal fees and other expenses incurred in connection with the negotiation, drafting and execution of this Note.

7.12.

Severability of this Note. If any provision of this Note shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.13.

7.14.

Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

7.15.

Review and Knowledge. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Note, said party has fully informed itself of the terms, contents, conditions and effects of this Note; (b) said party has relied solely and completely upon its own judgment in executing this Note; (c) said party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Note; (d) said party has acted voluntarily and of its own free will in executing this Note; and € this Note is the result of arm's length negotiations conducted by and among the parties and their respective counsel.

7.16.

Counterparts. This Note and any signed agreement or instrument entered into in connection with this Note, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, -jpeg or similar attachment to electronic mail (any such delivery, an "Electronic Delivery") shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Signature Pages Follows]

IN WITNESS WHEREOF, the parties to this Note have executed this Note between Tree Roots Entertainment Group Limited and The Ultimate Solution Limited as of April 7th, 2021.

SIGNED, SEALED AND DELIVERED,		SIGNED, SEALED AND DELIVERED,

In the presence of Tree Roots Entertainment Group Limited		In the presence of The Ultimate Solution Limited

By:	/s/ Vivian Li	By:	/s/ Jwanwat Ahriyavraromp
Name:	Ms. Vivian Li	Name:	Mr. Jwanwat Ahriyavraromp
Title:	Authorized Director	Title:	Authorized Director


By:	/s/ Jwanwat Ahriyavraromp
Name:	Mr. Jwanwat Ahriyavraromp
Title:	Authorized Director


Witness:		Witness:

By:	/s/ Wathayut Pruetpattara	By:	/s/ Jia Zheng
Name:	Mr. Wathayut Pruetpattara	Name:	Mr. Jia Zheng

Exhibit 10.11

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this "Agreement") is made and entered into as of 9 March 2021, by and among Tree Roots Entertainment Group Limited, incorporated in Hong Kong (the "Company") and Mr. Athid Nanthawaroon (the "Investor").

RECITALS

The Company desires to sell to the Investor, and the Investor desire to purchase from the Company, a Promissory Note (the "Note"), in the form attached as Exhibit A hereto, in the aggregate principal amount of USD 990,000 (Nine Hundred and Ninety Thousand Dollars) on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals and the mutual promises set forth in this Agreement, the parties to this Agreement agree as follows:

1.	AUTHORIZATION AND SALE

1.1.

Authorization

The Company has duly authorized the issuance and sale, pursuant to the terms of this Agreement, of the Note against payment of the purchase price therefor.

1.2.

Subscription

Upon the terms and subject to the conditions set forth in this Agreement, the Investor hereby irrevocably subscribes for and agrees to purchase the Note. Investor shall pay the purchase price in full by wire transfer of immediately available funds to the Company within 10 March 2021. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any Note or the equity of the Company into which the Note is convertible (as explained in Section 2, the "Stock", and together with the Note, the "Securities") to any person who is a resident of a jurisdiction in which the issuance of any of the Securities would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction (collectively referred to as the "State Securities Laws").

1.3.

Sole Purpose of Funds

The entire purchase price shall be used by the Company solely for the purpose of acquiring shares of Monaker Group, Inc. ("Monaker").

1.4.

Closing

The closing of the Note hereunder (the "Closing") shall take place on the execution of this Note (hereafter referred to as "Closing Date").

1.5.

Maturity

The maturity of the Note hereunder (the "Maturity") shall take place within 31 July 2021 (hereafter referred to as "Maturity Date").

2.	CONVERSION AND PREPAYMENT OF NOTE

The Note is convertible into Stock pursuant to this Section 2:

2.1.

Conversion

Within the Maturity Date, the entire principal amount under the Note shall be exchanged for 760,000 (Seven Hundred and Sixty Thousand) shares of common stock of Monaker, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due under the Note.

2.2.

Interest

There shall be no interest charge on the principal amount under the Note.

3.	REPRESENTATION AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that:

3.1.

Organization, Good Standing, and Qualification

3.2.

Due Authorization

3.3.

Valid Issuance of Securities

3.4.

Governmental Consents

3.5.

Non-Contravention

The execution, delivery, and performance of the Transaction Agreements and the consummation of the transactions contemplated by this Agreement and by the Transaction Agreements shall not result in any such violation or default or be in conflict with or result in a violation or breach of, with or without the passage of time or the giving of notice or both, the Company's organizational or governing documents, any judgment, order, or decree of any court or arbitrator to which the Company is a party or is subject, any agreement or contract of the Company, or, to the Company's knowledge, a violation of any statute, law, regulation, or order, or an event which results in the creation of any Hen, charge, or encumbrance upon any asset of the Company.

3.6.

Litigation

There is no action, suit, proceeding, claim or investigation pending or, to Company's knowledge, threatened against the Company.

3.7.

Brokers or Finders

3.8.

Title

3.9.

Intellectual Property

3.10.

Accuracy of Information Furnished

4.	REPRESENTATION, WARRANTIES, AND CERTAIN AGREEMENTS OF THE INVETOR

The Investor represents and warrants to, and agrees with the Company that:

4.1.

Authorization

4.2.

Purchase for Own Account

The Securities shall be acquired for investment for the Investor's own account, not as a nominee or agent, and not with a view to the public resale or distribution of the Securities within the meaning of the Securities Act, and the Investor has no present intention of sei ling, granting any participation in, or otherwise distributing the same. If other than an individual, the Investor also represents that it has not been formed for the specific purpose of acquiring the Securities.

4.3.

Exempt Offering

4.4.

Disclosure of Information; Non-Reliance

4.5.

Investment Experience

4.6.

Accredited Investor Status

4.7.

Restricted Securities

4.8.

No General Solicitation

4.9.

Residence

If the Investor is an individual. Investor resides in the state or province identified in the address shown on the signature page hereto. If the Investor is a partnership, corporation, limited liability company or other entity, Investor's principal place of business is located in the state or province identified in the address shown on the signature page hereto.

4.10.

Foreign Investors

If Investor is not a United States person (as defined by Section 7701 (a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Investor's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Investor's jurisdiction. Each such Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

4.11.

Legends

Any other legends required by State Securities Laws applicable to any individual Investor or under any agreement to which the Investor is a party to with the Company.

5.	CONDITIONS

5.1.

Conditions to the Obligations of the Investor at Closing

The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment, or the waiver by the Investor, of the following conditions on or before the Closing.

The Company shall have performed and complied with all agreements and conditions in this Agreement required to be performed or complied with by the Company prior to or at the Closing.

5.2.

Conditions to the Obligations of the Company at Closing

The Company shall have obtained all necessary permits and qualifications, or shall have the availability of exemptions therefrom, required by any state for the offer and sale of the Securities.

6.	GENERAL PROVISIONS

6.1.

Survival of Representations and Warranties

6.2.

Successors and Assigns

Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties to this Agreement (including permitted transferees of any Securities).

6.3.

Third Parties

Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4.

Governing Law

6.5.

Counterparts

6.6.

Headings

6.7.

Notices

If to Investor, at his address set forth on the signature page hereto, or at such other address or addresses as may have been furnished to the Company by giving five days advance written notice.

Notices provided in accordance with this Section shall be deemed delivered upon personal delivery (including confirmed facsimile) or three business days after deposit in the mail.

6.8.

No Finder's Fee

Each party represents that it neither is nor shall be obligated for any finder's or broker's fee or commission in connection with the transactions contemplated by this Agreement. Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder's or broker's fee (and any asserted liability) for which such Investor or any of its officers, partners, employees, or representatives is responsible. The Company agrees to indemnity and hold harmless Investor from any liability for any commission or compensation in the nature of a finder's or broker's fee (and any asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

6.9.

Attorneys' Fees and Expenses

6.10.

Amendments and Waivers

6.11.

Severability

6.12.

Entire Agreement

6.13.

Further Assurances

6.14.

Delays of Omissions

6.15.

Rights of Investor

6.16.

Confidentiality

6.17.

Waiver of Jury Trial

IN WITNESS WHEREOF, the parties to this Note Purchase Agreement have executed this Note Purchase Agreement as of the date first written above.

Agreed and accepted
COMPANY		INVESTOR
Tree Roots Entertainment Group Limited

By:	/s/ Jwanwat Ahriyavraromp	By:	/s/ Athid Nanthawaroon
Name:	Dr. Jwanwat Ahriyavraromp	Name:	Mr. Athid Nanthawaroon
Title:	Authorized Director

EXCHANGEABLENOTE

TREE ROOTS ENTERTAINMENT GROUP LIMITED

EXCHANGEABLE PROMISSORY NOTE

$990,000

9 March 2021

FOR THE VALUE RECEIVED, TREE ROOTS ENTERTAINMENT GROUP LIMITED, incorporated in Hong Kong (the "Company") promises to pay to Mr. Athid Nanthawaroon (the "Investor"), in lawful money of the United States of America the principal sum of Nine Hundred and Ninety Thousand Dollars ($990,000), or such less amount as shall equal the then outstanding principal amount hereof. All then outstanding principal shall be converted or repaid as set forth herein. This Convertible Promissory Note (this "Note") may be prepaid in whole or in part, at any time and from time to time without premium or penalty.

1.	Definitions

As used in this Note, the following capitalized terms have the following meanings:

1.1.

"Charter" shall mean the Company's articles of incorporation as may be amended or restated from time to time.

1.2.

"Common Stock" shall mean common stock of MONAKER GROUP, INC.

1.3.

"Conversion" shall mean the conversion as set out in Clause 4 hereafter.

1.4.

"Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.

1.5.

1.6.

2.	Events of Default

The occurrence of any of the following shall constitute an "Event of Default" under this Note:

2.1.

2.2.

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 60 days of commencement.

3.	Rights of Investor Upon Default

4.	Conversion

4.1.

Conversion. Upon the Company's receipt of the shares of Common Stock and no later than 31 July 2021, the principal amount of this Note shall be automatically converted into 760,000 (Seven Hundred and Sixty Thousand) fully paid and nonassessable shares of Common Stock, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due to Investor upon Conversion. The Company shall cause to be delivered stock certificates to or as directed by Investor.

5.	Representations and Warranties of the Company

The Company represents and warrants to the Investor that:

5.1.

5.2.

5.3.

5.4.

5.5.

6.	Representations and Warranties

Investor represents and warrants to the Company upon the acquisition of the Note as follows:

6.1.

6.2.

6.3.

6.4.

6.5.

Purchase Price. Investor shall have delivered to the Company the principal sum of Nine Hundred and Ninety Thousand Dollars ($990,000).

6.6.

7.	Miscellaneous

7.1.

Waivers and Amendments. Any provision of this Note may be amended, waived or modified only with the written consent of the Company and of the Investor.

7.2.

Governing Law. This Note and all actions arising out of or in connection herewith or therewith shall be governed by and construed in accordance with the laws Hong Kong.

7.3.

Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Note.

7.4.

Jurisdiction and Venue. Investor and the Company irrevocably agree that any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the courts of Hong Kong. Both parties and the individuals executing this Agreement agree to submit to the jurisdiction of such courts and waive trial by jury. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

7.5.

7.6.

7.7.

7.8.

7.9.

7.10.

7.11.

Expenses. The Company and Investor shall be responsible for their own legal fees and other expenses incurred in connection with the negotiation, drafting and execution of this Note.

7.12.

Severability of this Note. If any provision of this Note shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.13.

7.14.

Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

7.15.

Review and Knowledge. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Note, said party has fully informed itself of the terms, contents, conditions and effects of this Note; (b) said party has relied solely and completely upon its own judgment in executing this Note; (c) said party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Note; (d) said party has acted voluntarily and of its own free will in executing this Note; and € this Note is the result of arm's length negotiations conducted by and among the parties and their respective counsel.

7.16.

Counterparts. This Note and any signed agreement or instrument entered into in connection with this Note, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by.pdf,.tif,.gif,.jpeg or similar attachment to electronic mail (any such delivery, an "Electronic Delivery") shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

IN WITNESS WHEREOF, the parties have caused this Note to be duly executed and delivered as of the date first written above.

Agreed and accepted
COMPANY		INVESTOR
Tree Roots Entertainment Group Limited

By:	/s/ Jwanwat Ahriyavraromp	By:	/s/ Athid Nanthawaroon
Name:	Dr. Jwanwat Ahriyavraromp	Name:	Mr. Athid Nanthawaroon
Title:	Authorized Director

Exhibit 10.12

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this "Agreement") is made and entered into as of 9^th March 2021, by and among Tree Roots Entertainment Group Limited, incorporated in Hong Kong (the "Company") and Magnolia Quality Development Corporation Limited, incorporated in the Thailand (the "Investor").

RECITALS

The Company desires to sell to the Investor, and the Investor desire to purchase from the Company, a Promissory Note (the "Note"), in the form attached as Exhibit A hereto, in the aggregate principal amount of USD 6,887,000 (Six Million Eight Hundred and Eighty Seven Thousand Dollars) on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals and the mutual promises set forth in this Agreement, the parties to this Agreement agree as follows:

1.	AUTHORIZATION AND SALE

1.1.

Authorization

The Company has duly authorized the issuance and sale, pursuant to the terms of this Agreement, of the Note against payment of the purchase price therefor.

1.2.

Subscription

Upon the terms and subject to the conditions set forth in this Agreement, the Investor hereby irrevocably subscribes for and agrees to purchase the Note. Investor shall pay the purchase price in full by wire transfer of immediately available funds to the Company within 10 March 2021. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any Note or the equity of the Company into which the Note is convertible (as explained in Section 2, the "Stock", and together with the Note, the "Securities") to any person who is a resident of a jurisdiction in which the issuance of any of the Securities would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction (collectively referred to as the "State Securities Laws").

1.3.

Sole Purpose of Funds

The entire purchase price shall be used by the Company solely for the purpose of acquiring shares of Monaker Group, Inc. ("Monaker").

1.4.

Closing

The closing of the Note hereunder (the "Closing") shall take place on the execution of this Note (hereafter referred to as "Closing Date").

1.5.

Maturity

The maturity of the Note hereunder (the "Maturity") shall take place within 31 July 2021 (hereafter referred to as "Maturity Date").

2.	CONVERSION AND PREPAYMENT OF NOTE

The Note is convertible into Stock pursuant to this Section 2:

2.1.

Conversion

Within the Maturity Date, the entire principal amount under the Note shall be exchanged for 4,590,000 (Four Million Five Hundred and Ninety Thousands) shares of common stock of Monaker, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due under the Note.

2.2.

Interest

There shall be no interest charge on the principal amount under the Note.

3.	REPRESENTATION AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that:

3.1.

Organization, Good Standing, and Qualification

3.2.

Due Authorization

3.3.

Valid Issuance of Securities

3.4.

Governmental Consents

3.5.

Non-Contravention

3.6.

Litigation

There is no action, suit, proceeding, claim or investigation pending or, to Company's knowledge, threatened against the Company.

3.7.

Brokers or Finders

3.8.

Title

3.9.

Intellectual Property

3.10.

Accuracy of Information Furnished

4.	REPRESENTATION, WARRANTIES, AND CERTAIN AGREEMENTS OF THE INVETOR

The Investor represents and warrants to, and agrees with the Company that:

4.1.

Authorization

4.2.

Purchase for Own Account

4.3.

Exempt Offering

4.4.

Disclosure of Information; Non-Reliance

4.5.

Investment Experience

4.6.

Accredited Investor Status

4.7.

Restricted Securities

4.8.

No General Solicitation

4.9.

Residence

4.10.

Foreign Investors

If Investor is not a United States person (as defined by Section 7701 (a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Investor's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Investor's jurisdiction. Each such Investor acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

4.11.

Legends

Any other legends required by State Securities Laws applicable to any individual Investor or under any agreement to which the Investor is a party to with the Company.

5.	CONDITIONS

5.1.

Conditions to the Obligations of the Investor at Closing

The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment, or the waiver by the Investor, of the following conditions on or before the Closing.

The Company shall have performed and complied with all agreements and conditions in this Agreement required to be performed or complied with by the Company prior to or at the Closing.

5.2.

Conditions to the Obligations of the Company at Closing

The Company shall have obtained all necessary perm its and qualifications, or shall have the availability of exemptions therefrom, required by any state for the offer and sale of the Securities.

6.	GENERAL PROVISIONS

6.1.

Survival of Representations and Warranties

6.2.

Successors and Assigns

6.3.

Third Parties

Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4.

Governing Law

6.5.

Counterparts

6.6.

Headings

6.7.

Notices

If to the Company, at FLAT 102 IF TAK FUNG BUILDING 79 81 CONNAUGHT ROAD WEST HONG KONG, or at such other address or addresses as may have been furnished by giving five days advance written notice to all other parties.

If to Investor, at his address set forth on the signature page hereto, or at such other address or addresses as may have been furnished to the Company by giving five days advance written notice.

Notices provided in accordance with this Section shall be deemed delivered upon personal delivery (including confirmed facsimile) or three business days after deposit in the mail.

6.8.

No Finder's Fee

Each party represents that it neither is nor shall be obligated for any finder's or broker's fee or commission in connection with the transactions contemplated by this Agreement. Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder's or broker's fee (and any asserted liability) for which such Investor or any of its officers, partners, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless Investor from any liability for any commission or compensation in the nature of a finder's or broker's fee (and any asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

6.9.

Attorneys' Fees and Expenses

6.10.

Amendments and Waivers

6.11.

Severability

If one or more provisions of this Agreement arc held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

6.12.

Entire Agreement

6.13.

Further Assurances

From and after the date of this Agreement, upon the request of the Investor or the Company, the Company and the Investor shall execute and deliver such instruments, documents, or other writings as may be reasonably necessary or desirable to confirm and cany out and to effectuate fully the intent and purposes of this Agreement.

6.14.

Delays of Omissions

6.15.

Rights of Investor

6.16.

Confidentiality

6.17.

Waiver of Jury Trial

IN WITNESS WHEREOF, the parties to this Note Purchase Agreement have executed this Note Purchase Agreement as of the date first written above.

Agreed and accepted.

COMPANY		INVESTOR

Tree Roots Entertainment Group Limited		Magnolia Quality Development Corporation Limited

By:	/s/ Jwanwat Ahriyavraromp	By:	/s/ Warunya Punawakul
Name:	Dr. Jwanwat Ahriyavraromp	Name:	Ms. Warunya Punawakul
Title:	Group CEO, Authorized Director	Title:	Authorized Director

		By:	/s/ Phisut Areemitra
		Name:	Mr. Phisut Areemitra
		Title:	Authorized Director

EXCHANGEABLE NOTE

TREE ROOTS ENTERTAINMENT GROUP LIMITED

EXCHANGEABLE PROMISSORY NOTE

$6,887,000

9^th March 2021

FOR THE VALUE RECEIVED, TREE ROOTS ENTERTAINMENT GROUP LIMITED, incorporated in Hong Kong (the "Company") promises to pay to Magnolia Quality Development Corporation Limited (the "Investor"), in lawful money of the United States of America the principal sum of Six Million Eight Hundred and Eighty Seven Thousands Dollars ($6,887,000), or such less amount as shall equal the then outstanding principal amount hereof. All then outstanding principal shall be converted or repaid as set forth herein. This Convertible Promissory Note (this "Note") may be prepaid in whole or in part, at any time and from time to time without premium or penalty.

1.	Definitions

As used in this Note, the following capitalized terms have the following meanings:

1.1.

"Charter" shall mean the Company's articles of incorporation as may be amended or restated from time to time.

1.2.

"Common Stock" shall mean common stock of MONAKER GROUP, INC.

1.3.

"Conversion" shall mean the conversion as set out in Clause 4 hereafter.

1.4.

"Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.

1.5.

"Obligations" shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Investor of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note, including al! interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

1.6.

2.	Events of Default

The occurrence of any of the following shall constitute an "Event of Default" under this Note:

1.1.

1.2.

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 60 days of commencement.

3.	Rights of Investor Upon Default

4.	Conversion

1.1.

Conversion. Upon the Company's receipt of the shares of Common Stock and no later than 31 July 2021, the principal amount of this Note shall be automatically converted into 4,590,000 (Four Million Five Hundred and Ninety Thousand) fully paid and nonassessable shares of Common Stock, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due to Investor upon Conversion. The Company shall cause to be delivered stock certificates to or as directed by Investor.

5.	Representations and Warranties of the Company

The Company represents and warrants to the Investor that:

1.1.

1.2.

1.3.

1.4.

1.5.

6.	Representations and Warranties

Investor represents and warrants to the Company upon the acquisition of the Note as follows:

1.1.

1.2.

1.3.

1.4.

1.5.

Purchase Price, Investor shall have delivered to the Company the principal sum of Six Million Eight Hundred and Eighty Seven Thousand Dollars ($6,887,000).

1.6.

7.	Miscellaneous

1.1.

Waivers and Amendments. Any provision of this Note may be amended, waived or modified only with the written consent of the Company and of the Investor.

1.2.

Governing Law. This Note and all actions arising out of or in connection herewith or therewith shall be governed by and construed in accordance with the laws Hong Kong.

1.3.

Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Note.

1.4.

Jurisdiction and Venue. Investor and the Company irrevocably agree that any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the courts of Hong Kong, Both parties and the individuals executing this Agreement agree to submit to the jurisdiction of such courts and waive trial by jury. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement,

1.5.

1.6.

Transfer and Replacement of this Note. The Company will keep, at its principal executive office, books for the recordation of the Investors and recordation of transfer of this Note. Prior to presentation of this Note for transfer, the Company shall treat the Person in whose name this Note is recorded as the owner and holder of this Note for all purposes whatsoever, whether or not this Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to any restrictions on or conditions to transfer set forth in this Note, the holder of this Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Company's chief executive office, and promptly thereafter and at the Company's expense, except as provided below, receive in exchange therefor this Note in the principal requested by such holder, dated the date to which interest shall have been paid on this Note or, if no interest shall have yet been so paid, dated the date of this Note and recorded in the name of such Person or Persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of this Note. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or(b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as this Note, in the same principal amount as the unpaid principal amount of this Note and dated the date to which interest shall have been paid on this Note or, if no interest shall have yet been so paid, dated the date of this Note.

1.7.

Transfer of this Note or Securities Issuable on Conversion Thereof. Subject to the proviso in the fallowing sentence, neither this Note nor the securities issued upon conversion hereof may be transferred by Investor without the prior written consent of the Company. Investor shall have no further restrictions on transferability of the underlying securities following the consummation of the Share Exchange Agreement, provided that all transfers of this note and/or any securities underlying this Note shall comply with applicable law.

1.8.

1.9.

1.10.

Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed, emailed or delivered to each party as follows: (i) if to Investor, at Investor's address, facsimile number or electronic mail address set forth beneath Investor's name on the signature page hereto, or at such other address, facsimile number or electronic mail address as investor shall have furnished the Company in writing, or (ii) if to the Company, at the Company's address, facsimile number or electronic mail address set forth beneath the Company's name on the signature page hereto, or at such other address, facsimile number or electronic mail address as the Company shall have furnished to Investor in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being deposited with an overnight courier service of recognized standing, (iv) four days after being deposited in the U.S. mail, first class with postage prepaid, (v) if sent via facsimile, upon confirmation of facsimile transfer or (vi) if sent via electronic mail, when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient's next business day.

1.11.

Expenses. The Company and Investor shall be responsible for their own legal fees and other expenses incurred in connection with the negotiation, drafting and execution of this Note.

1.12.

Severability of this Note. If any provision of this Note shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

1.13.

1.14.

Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

1.15.

Review and Knowledge. Each party herein expressly represents and warrants to all other- parties hereto that (a) before executing this Note, said party has fully informed itself of the terms, contents, conditions and effects of this Note; (b) said party has relied solely and completely upon its own judgment in executing this Note; (c) said party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Note; (d) said party has acted voluntarily and of its own free will in executing this Note; and € this Note is the result of arm's length negotiations conducted by and among the parties and their respective counsel.

1.16.

Counterparts. This Note and any signed agreement or instrument entered into in connection with this Note, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by.pdf,.tif,.gif, jpeg or similar attachment to electronic mail (any such delivery, an "Electronic Delivery") shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

IN WITNESS WHEREOF, the parties have caused this Note to be duly executed and delivered as of the date first written above.

Agreed and accepted.

COMPANY		INVESTOR

Tree Roots Entertainment Group Limited		Magnolia Quality Development Corporation Limited

By:	/s/ Jwanwat Ahriyavraromp	By:	/s/ Warunya Punawakul
Name:	Dr. Jwanwat Ahriyavraromp	Name:	Ms. Warunya Punawakul
Title:	Group CEO, Authorized Director	Title:	Authorized Director

		By:	/s/ Phisut Areemitra
		Name:	Mr. Phisut Areemitra
		Title:	Authorized Director

Exhibit 10.13

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “Agreement”) is made and entered into as of 9 March 2021, by and among Tree Roots Entertainment Group Limited, incorporated in Hong Kong (the “Company”) and Mr. Thanin Pornsiritivet (the “Investor”).

RECITALS

The Company desires to sell to the Investor, and the Investor desire to purchase from the Company, a Promissory Note (the “Note”), in the form attached as Exhibit A hereto, in the aggregate principal amount of USD 150,000 (One Hundred and Fifty Thousand Dollars) on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals and the mutual promises set forth in this Agreement, the parties to this Agreement agree as follows:

1.	AUTHORIZATION AND SALE

1.1.

Authorization

The Company has duly authorized the issuance and sale, pursuant to the terms of this Agreement, of the Note against payment of the purchase price therefor.

1.2.

Subscription

Upon the terms and subject to the conditions set forth in this Agreement, the Investor hereby irrevocably subscribes for and agrees to purchase the Note. Investor shall pay the purchase price in full by wire transfer of immediately available funds to the Company within 10 March 2021. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any Note or the equity of the Company into which the Note is convertible (as explained in Section 2, the “Stock”, and together with the Note, the “Securities”) to any person who is a resident of a jurisdiction in which the issuance of any of the Securities would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities Laws”).

1.3.

Sole Purpose of Funds

The entire purchase price shall be used by the Company solely for the purpose of acquiring shares of Monaker Group, Inc. (“Monaker”).

1.4.

Closing

The closing of the Note hereunder (the “Closing”) shall take place on the execution of this Note (hereafter referred to as “Closing Date”).

1.5.

Maturity

The maturity of the Note hereunder (the “Maturity”) shall take place within 31 July 2021 (hereafter referred to as “Maturity Date”).

2.	CONVERSION AND PREPAYMENT OF NOTE

The Note is convertible into Stock pursuant to this Section 2:

2.1.

Conversion

Within the Maturity Date, the entire principal amount under the Note shall be exchanged for 115,000 (One Hundred and Fifteen Thousand) shares of common stock of Monaker, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due under the Note.

2.2.

Interest

There shall be no interest charge on the principal amount under the Note.

3.	REPRESENTATION AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that:

3.1.

Organization, Good Standing, and Qualification

The Company has been duly formed and organized and is validly existing and in good standing under the laws of Hong Kong. The Company has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement and the Note (hereby referred to collective as the “Transaction Agreements”), and any other agreements contemplated by the Transaction Agreements, to own and operate its properties and assets, and to carry on its business as currently conducted and as presently proposed to be conducted.

3.2.

Due Authorization

3.3.

Valid Issuance of Securities

3.4.

Governmental Consents

3.5.

Non-Contravention

The execution, delivery, and performance of the Transaction Agreements and the consummation of the transactions contemplated by this Agreement and by the Transaction Agreements shall not result in any such violation or default or be in conflict with or result in a violation or breach of, with or without the passage of time or the giving of notice or both, the Company's organizational or governing documents, any judgment, order, or decree of any court or arbitrator to which the Company is a party or is subject, any agreement or contract of the Company, or, to the Company's knowledge, a violation of any statute, law, regulation, or order, or an event which results in the creation of any Hen, charge, or encumbrance upon any asset of the Company.

3.6.

Litigation

There is no action, suit, proceeding, claim or investigation pending or, to Company's knowledge, threatened against the Company.

3.7.

Brokers or Finders

3.8.

Title

3.9.

Intellectual Property

3.10.

Accuracy of Information Furnished

4.	REPRESENTATION, WARRANTIES, AND CERTAIN AGREEMENTS OF THE INVETOR

The Investor represents and warrants to, and agrees with the Company that:

4.1.

Authorization

4.2.

Purchase for Own Account

The Securities shall be acquired for investment for the Investor's own account, not as a nominee or agent, and not with a view to the public resale or distribution of the Securities within the meaning of the Securities Act, and the Investor has no present intention of sei ling, granting any participation in, or otherwise distributing the same. If other than an individual, the Investor also represents that it has not been formed for the specific purpose of acquiring the Securities.

4.3.

Exempt Offering

4.4.

Disclosure of Information; Non-Reliance

4.5.

Investment Experience

4.6.

Accredited Investor Status

The Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Investor agrees to furnish any additional information requested by the Company to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.

4.7.

Restricted Securities

The Investor understands that the Securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Investor's representations as expressed herein. Investor understands that the Securities are “restricted securities” under U.S. federal and applicable state securities laws and that, pursuant to these laws, Investor must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. Investor acknowledges that the Company has no obligation to register or qualify the Securities for resale and further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of Investor's control, and which the Company is under no obligation, and may not be able, to satisfy.

4.8.

No General Solicitation

4.9.

Residence

4.10.

Foreign Investors

4.11.

Legends

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

Any other legends required by State Securities Laws applicable to any individual Investor or under any agreement to which the Investor is a party to with the Company.

5.	CONDITIONS

5.1.

Conditions to the Obligations of the Investor at Closing

The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment, or the waiver by the Investor, of the following conditions on or before the Closing.

The Company shall have performed and complied with all agreements and conditions in this Agreement required to be performed or complied with by the Company prior to or at the Closing.

5.2.

Conditions to the Obligations of the Company at Closing

The Company shall have obtained all necessary permits and qualifications, or shall have the availability of exemptions therefrom, required by any state for the offer and sale of the Securities.

6.	GENERAL PROVISIONS

6.1.

Survival of Representations and Warranties

6.2.

Successors and Assigns

6.3.

Third Parties

Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4.

Governing Law

6.5.

Counterparts

6.6.

Headings

6.7.

Notices

If to Investor, at his address set forth on the signature page hereto, or at such other address or addresses as may have been furnished to the Company by giving five days advance written notice.

Notices provided in accordance with this Section shall be deemed delivered upon personal delivery (including confirmed facsimile) or three business days after deposit in the mail.

6.8.

No Finder's Fee

6.9.

Attorneys' Fees and Expenses

6.10.

Amendments and Waivers

6.11.

Severability

6.12.

Entire Agreement

6.13.

Further Assurances

6.14.

Delays of Omissions

6.15.

Rights of Investor

6.16.

Confidentiality

6.17.

Waiver of Jury Trial

IN WITNESS WHEREOF, the parties to this Note Purchase Agreement have executed this Note Purchase Agreement as of the date first written above.

Agreed and accepted
COMPANY		INVESTOR
Tree Roots Entertainment Group Limited

By:	/s/ Jwanwat Ahriyavraromp	By:	/s/ Thanin Pornsiritivet
Name:	Dr. Jwanwat Ahriyavraromp	Name:	Mr. Thanin Pornsiritivet
Title:	Authorized Director

EXCHANGEABLENOTE

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.

TREE ROOTS ENTERTAINMENT GROUP LIMITED

EXCHANGEABLE PROMISSORY NOTE

$150,000

9 March 2021

FOR THE VALUE RECEIVED, TREE ROOTS ENTERTAINMENT GROUP LIMITED, incorporated in Hong Kong (the “Company”) promises to pay to Mr. Thanin Pornsiritivet (the “Investor”), in lawful money of the United States of America the principal sum of One Hundred and Fifty Thousand Dollars ($150,000), or such less amount as shall equal the then outstanding principal amount hereof. All then outstanding principal shall be converted or repaid as set forth herein. This Convertible Promissory Note (this “Note”) may be prepaid in whole or in part, at any time and from time to time without premium or penalty.

1.	Definitions

As used in this Note, the following capitalized terms have the following meanings:

1.1.

“Charter” shall mean the Company's articles of incorporation as may be amended or restated from time to time.

1.2.

“Common Stock” shall mean common stock of MONAKER GROUP, INC.

1.3.

“Conversion” shall mean the conversion as set out in Clause 4 hereafter.

1.4.

“Lien” shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.

1.5.

“Obligations” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Investor of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note, including all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

1.6.

“Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

2.	Events of Default

The occurrence of any of the following shall constitute an “Event of Default” under this Note:

2.1.

2.2.

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 60 days of commencement.

3.	Rights of Investor Upon Default

Upon the occurrence of any Event of Default immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, Investor may, with the written consent of the Investor, exercise any other right, power or remedy granted to it by this Note or otherwise permitted to it by law, either by suit in equity or by action at law, or both. Additionally, upon the occurrence of any Event of Default, the outstanding principal balance of this Note shall bear interest (“Default Interest”) while such default exists at the lesser of: (a) eighteen percent (18%) per annum and (b) the maximum legally permissible rate (the “Default Rate”).

4.	Conversion

4.1.

Conversion. Upon the Company's receipt of the shares of Common Stock and no later than 31 July 2021, the principal amount of this Note shall be automatically converted into 115,000 (One Hundred and Fifteen Thousand) fully paid and nonassessable shares of Common Stock, which shall be adjusted proportionally in the event of a split or reverse split of the Common Stock prior to conversion hereunder and to the outstanding amount due to Investor upon Conversion. The Company shall cause to be delivered stock certificates to or as directed by Investor.

5.	Representations and Warranties of the Company

The Company represents and warrants to the Investor that:

5.1.

5.2.

5.3.

5.4.

5.5.

6.	Representations and Warranties

Investor represents and warrants to the Company upon the acquisition of the Note as follows:

6.1.

6.2.

Securities Law Compliance. Investor has been advised that the Note and the underlying securities have not been registered under the Act and any applicable state securities laws and, therefore, cannot be resold unless it or they are registered under the Act and applicable state securities laws or unless an exemption from such registration requirements is available. Investor is aware that the Company is under no obligation to affect any such registration with respect to the Note or the underlying securities or to file for or comply with any exemption from registration. Investor has not been formed solely for the purpose of making this investment and is purchasing the Note for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Investor has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Investor's financial condition and is able to bear the economic risk of such investment for an indefinite period of time. Investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. The residency of Investor (or, in the case of a partnership or corporation, such entity's principal place of business) is correctly set forth beneath Investor's name on the signature page hereto.

6.3.

6.4.

6.5.

Purchase Price. Investor shall have delivered to the Company the principal sum of One Hundred and Fifty Thousand Dollars ($150,000).

6.6.

No “Bad Actor” Disqualification Events. Neither (i) the Investor, (ii) any of its directors, executive officers, general partners or managing members, nor (iii) any beneficial owner of any of the Company's voting equity securities (in accordance with Rule 506(d) of the Act) held by the Investor if such beneficial owner is deemed to own 20% or more of the Company's outstanding voting securities (calculated on the basis of voting power) is subject to any disqualifications described in Rule 506(d)(l)(i) through (viii) of the Act (“Disqualification Events”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed reasonably in advance of the date hereof in writing in reasonable detail to the Company.

7.	Miscellaneous

7.1.

Waivers and Amendments. Any provision of this Note may be amended, waived or modified only with the written consent of the Company and of the Investor.

7.2.

Governing Law. This Note and all actions arising out of or in connection herewith or therewith shall be governed by and construed in accordance with the laws Hong Kong.

7.3.

Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Note.

7.4.

Jurisdiction and Venue. Investor and the Company irrevocably agree that any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the courts of Hong Kong. Both parties and the individuals executing this Agreement agree to submit to the jurisdiction of such courts and waive trial by jury. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

7.5.

7.6.

7.7.

7.8.

7.9.

7.10.

7.11.

Expenses. The Company and Investor shall be responsible for their own legal fees and other expenses incurred in connection with the negotiation, drafting and execution of this Note.

7.12.

Severability of this Note. If any provision of this Note shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.13.

7.14.

Waivers. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

7.15.

Review and Knowledge. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Note, said party has fully informed itself of the terms, contents, conditions and effects of this Note; (b) said party has relied solely and completely upon its own judgment in executing this Note; (c) said party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Note; (d) said party has acted voluntarily and of its own free will in executing this Note; and € this Note is the result of arm's length negotiations conducted by and among the parties and their respective counsel.

7.16.

Counterparts. This Note and any signed agreement or instrument entered into in connection with this Note, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by.pdf,.tif,.gif,.jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

IN WITNESS WHEREOF, the parties have caused this Note to be duly executed and delivered as of the date first written above.

Agreed and accepted
COMPANY		INVESTOR
Tree Roots Entertainment Group Limited

By:	/s/ Jwanwat Ahriyavraromp	By:	/s/ Thanin Pornsiritivet
Name:	Dr. Jwanwat Ahriyavraromp	Name:	Mr. Thanin Pornsiritivet
Title:	Authorized Director

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