NXTP NextPlay Technologies Inc

CUSIP No.

65344G102

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CUSIP No.

65344G102

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CUSIP No.

65344G102

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CUSIP No.

65344G102

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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

Item 1.

Security and Issuer

Item 2.

Identity and Background

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)

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

	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%

Item 6.

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

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.

Dated: September 1, 2023
	/s/ Jwanwat Ahriyavraromp
	Jwanwat Ahriyavraromp
	/s/ Thippaporn Ahriyavraromp
	Thippaporn Ahriyavraromp
	/s/ Athid Nanthawaroon
	Athid Nanthawaroon
	/s/ Thanin Pornsiritivet
	Thanin Pornsiritivet

By:

/s/ Jwanwat Ahriyavraromp

	Name:	Jwanwat Ahriyavraromp
	Title:	Director

	By:	/s/ Athid Nanthawaroon

	Name:	Athid Nanthawaroon
	Title:	Director

	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

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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.

 

---

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:

 

 

 

 

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:

 

 

 The Agreement shall be amended as follows:

 

 

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"),

 

 

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.

 

c.

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

d.

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

 

 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.

 

 

 

 

 

 

 

[Signature Page Follows]

 

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.

 

 

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

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 The Company represents and warrants to the Investor that:

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Signature Page Follows)

 

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

 

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

 

---

USD 200,000

September 1st, 2020

1.	Definitions

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.

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

1.1

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.

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 and Repayment

1.1

Conversion. Upon the Company's receipt of the shares of Common Stock and no later than June 15th, 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 15th, 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

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

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.

1.3

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.

1.4

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.

1.5

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.

6.	Representations and Warranties

1.1

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.

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 27th, 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.

1.5

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.

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

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.

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

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)

For the Company

(ii)

For the Investor

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

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.

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 27th, 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.

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:

 

 

 

 

 

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

 

 

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

 

 

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

 

4

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").

A.	HotPlay Enterprise Limited, a British Virgin Islands corporation (the "Company") and the Investor previously entered into a Note Purchase Agreement dated 8th 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 1st February 2021 so that all accrued and unpaid interest under the Agreement shall be repaid upon the conversion of the Note (the "Amendment").

(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.

(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,

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

1.	AUTHORIZATION AND SALE

1.1

Authorization

1.2

Subscription

1.3

Sole Purpose of Funds

1.4

Closing

1.5

Maturity

2.	CONVERSION AND REPAYMENT OF NOTE

2.1

Conversion

2.2

Interest

2.3

Repayment

3.	REPRESENTATION AND WARRANTIES OF THE COMPANY

3.1

Organization, Good Standing, and Qualification

3.2

Due Authorization

3.3

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 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.

3.4

Governmental Consents

3.5

Non-Contravention

3.6

Litigation

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 INVESTOR

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

4.11

Legends

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.

5.	CONDITIONS

5.1

Conditions to the Obligations of the Investor at 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

a)

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.

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.

6.	GENERAL PROVISIONS

6.1

Survival of Representations and Warranties

6.2

Successors and Assigns

6.3

Third Parties

6.4

Governing Law

6.5

Counterparts

6.6

Headings

6.7

Notices

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

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

$2,025,000

March 5th, 2021

1.	Definitions

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

2.1

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.

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 31st, 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 31st, 2021, the principal amount of this Note shall be repaid to the Investor.

5.	Representations and Warranties of the Company

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

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.

5.3

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.

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

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.

6.	Representations and Warranties

6.1

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.

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

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.

6.4

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.

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

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

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.

7.6

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.

7.7

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.

7.8

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.

7.9

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.

7.10

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.

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

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.

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.

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

1.	AUTHORIZATION AND SALE

1.1.

Authorization

1.2.

Subscription

1.3.

Sole Purpose of Funds

1.4.

Closing

1.5.

Maturity

2.	CONVERSION AND REPAYMENT OF NOTE

2.1.

Conversion

2.2.

Interest

2.3.

Repayment

3.	REPRESENTATION AND WARRANTIES OF THE COMPANY

3.1.

Organization, Good Standing, and Qualification

3.2.

Due Authorization

3.3.

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 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.

3.4.

Governmental Consents

3.5.

Non-Contravention

3.6.

Litigation

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 INVESTOR

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

4.11.

Legends

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.

5.	CONDITIONS

5.1.

Conditions to the Obligations of the Investor at 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

a)

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.

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.

6.	GENERAL PROVISIONS

6.1.

Survival of Representations and Warranties

6.2.

Successors and Assigns

6.3.

Third Parties

6.4.

Governing Law

6.5.

Counterparts

6.6.

Headings

6.7.

Notices

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

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

$1,950,000

April 7th, 2021

1.	Definitions

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

2.1.

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.

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

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.

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.

5.3.

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.

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.

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.

6.	Representations and Warranties

6.1.

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.

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.

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.

6.4.

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.

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.

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.

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.

7.6.

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.

7.7.

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.

7.8.

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.

7.9.

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.

7.10.

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.

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.

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.

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.

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