1.01 Entry into a Material Definitive Agreement
previously disclosed in that Current Report on Form 8-K filed by NextPlay Technologies, Inc. (formerly known as Monaker Group, Inc.),
a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on July 7, 2021
(the “Prior 8-K”), the Company entered into a securities purchase agreement (the “Go Game SPA”) with David Ng,
an individual (the “Seller”). Pursuant to the Go Game SPA, the Company agreed to acquire a 37% interest in the capital stock
of Go Game Pte Ltd, a Singapore private limited company (“Go Game”), a mobile game publisher and technology company, representing
an aggregate of 686,868 shares of Go Game’s Class B Preferred shares (the “Initial Go Game Shares”). The Go Game SPA
also included an option whereby the Company can acquire additional shares of Go Game. The closing of the acquisition of the Initial Go
Game Shares was subject to closing conditions.
March 30, 2022, the Company, Go Game and the Seller entered into an asset purchase agreement (the “Asset Purchase Agreement”)
which amends and restates in its entirety the Go Game SPA disclosed previously whereby Go Game agreed to sell and assign to the Company,
and the Company agreed to purchase and assume from Go Game substantially all the assets and certain liabilities related to the goPlay
platform (the “Go Game Assets”), together with a perpetual license to the goPay payment gateway (the “goPay License”).
consummation of the transactions contemplated by the Asset Purchase Agreement (the “Closing”) occurred on or about April
4, 2022, following the execution of the Asset Purchase Agreement on March 30, 2022.
consideration for the Go Game Assets and the receipt of the goPay License, the Company agreed to pay $5,000,000 (the “Purchase
Price”) as follows:
cash payment of $1,250,000.00 which was paid previously by the Company to Go Game/Seller
following the execution of the Go Game SPA;|
cash payment of $1,500,000 at closing by wire transfer of immediately available funds; and|
cash payment of $2,250,000 which shall be payable monthly by the Company to Go Game with
simple interest thereon at the rate of 12.0% per annum until March 31, 2023.|
stock consideration of Go Game or the Company is being exchanged as was previously contemplated under the Go Game SPA and as disclosed
in the Prior 8-K.
the event the Company defaults on its monthly cash payment obligations under (iii) above, the Company agrees that the Seller shall be
given the absolute right to demand for the return by way of assigning, transferring, and delivering to Seller all of Purchaser’s
right, title, ownership and interest in certain games and source code for goPay (without taking away the perpetual licensing
a period of six (6) months following the closing, Go Game will provide transitional assistance to the Company to integrate the goPlay
platform and associated game titles, together with the goPay payment gateway, at no additional charge.
goPay License allows the Company to exploit the goPay payment gateway to enhance the products and service offerings of the Company. The
goPay License does not allow the Company to exploit and sublicense the goPay technology as a stand-alone product.
to the Closing, Go Game was engaged in discussions with potential customers of the goPlay platform. At the Closing, the Company and
Go Game entered into a revenue share agreement (the “Revenue Share Agreement”) pursuant to which Go Game shall refer such
potential customers and any other potential customers to the Company, in exchange for a right to receive fifty percent (50%) of net revenues
attributable to such sales.
addition, the Company and the Seller entered into a restrictive covenant agreement (the “Restrictive Covenant Agreement”)
whereby Seller will agree to refrain from competing with the Company and soliciting the Company’s employees at the time of the
closing and for a period of time thereafter in order to protect the Company’s legitimate business interests and goodwill in connection
with the Asset Purchase Agreement.
Company and Go Game have made customary representations and warranties and have agreed to customary covenants in the Asset Purchase Agreement.
The Asset Purchase Agreement contains representations and warranties by the Company and Go Game as of specific dates. The representations
and warranties reflect negotiations between the parties to the Asset Purchase Agreement and are not intended as statements of fact to
be relied upon by the Company’s shareholders; in certain cases, the representations and warranties merely represent allocation
decisions among the parties; may have been modified or qualified by certain confidential disclosures that were made between the parties
in connection with the negotiation of the Asset Purchase Agreement, which disclosures are not reflected in the Asset Purchase Agreement
itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be
viewed as material by shareholders. As such, the representations and warranties are solely for the benefit of the parties to the agreement.
The representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, may
change after the date of the Asset Purchase Agreement and should not be relied upon as statements of facts.
foregoing description of the Asset Purchase Agreement, Revenue Share Agreement and Restrictive Covenant Agreement do not purport to be
complete and are qualified in their entirety by reference to the full text of such agreements which are filed as Exhibits 2.1, 10.1 and
10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.