FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT

Exhibit 2.2

FIRST AMENDMENT TO

This First Amendment to Share Exchange Agreement (this “Agreement”), dated and effective as of October 23, 2020 (the “Effective Date”), amends that certain Share Exchange Agreement dated July 21, 2020¹ (as amended to date, the “Exchange Agreement”), by and among Monaker Group, Inc., a Nevada corporation (“Monaker”), Hotplay Enterprise Limited, a British Virgin Islands company (“HotPlay”), Red Anchor Trading Corporation, a British Virgin Islands corporation and the principal stockholder of HotPlay (the “Principal Stockholder”) and T&B Media Global (Thailand) Company Limited, Tree Roots Entertainment Group Co., Ltd. and Xxxx Supreme Company Limited, the minority stockholders of HotPlay (collectively, the “Minority Stockholders,” and together with the Principal Stockholder, individually, a “Stockholder” and collectively, the “Stockholders”). Each of Monaker, HotPlay and the Stockholders are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.”

Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Exchange Agreement. References in the quoted paragraphs of Section 1 hereof to “Agreement” refer to the Exchange Agreement, whereas references to “Agreement” in the other Sections of this Agreement refer to this Agreement.

WHEREAS, the Parties desire to amend the Exchange Agreement on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the Parties hereby acknowledge and confirm the receipt and sufficiency thereof, the Parties hereto agree as follows:

Amendments to Exchange Agreement.

A. Effective as of the Effective Date, the definition of “HP Thailand Deadline” in Article I of the Exchange Agreement is amended and restated to read:

“HP Thailand Deadline” means November 15^th , 2020, unless such date is extended in the sole discretion of Monaker.

B. Effective as of the Effective Date, the definition of “Termination Date” in Article I of the Exchange Agreement is amended and restated to read:

“Termination Date” means November 30, 2020.

HotPlay Notes. Monaker and HotPlay agree that the amendment of the HP Thailand Deadline above shall apply not only to the Exchange Agreement, but also to each Convertible Promissory Note issued by Monaker to HotPlay to evidence and document loans made by HotPlay to Monaker pursuant to the terms of the Exchange Agreement, prior to the Effective Date (each a “HotPlay Note” and collectively, the “HotPlay Notes”), and also that HotPlay shall have until November15th, 2020 to be able to obtain audited and interim financial statements in the form required by the Securities and Exchange Commission, and to supply all of the information required for Monaker to file its initial proxy statement to seek approval of among other things, the Exchange Agreement, as required by Section 2(b) of each HotPlay Note. Monaker further waives any prior failures of HotPlay to comply with any of the deadlines expressly set forth in the Exchange Agreement and/or HotPlay Notes which have occurred prior to the Effective Date of this Agreement; however, nothing herein or otherwise shall constitute a waiver of Monaker’s rights or remedies under the Exchange Agreement or HotPlay Notes or prejudice Monaker’s rights under the Exchange Agreement or HotPlay Notes except to the extent specifically set forth herein.

Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Agreement and the transactions contemplated herein.

___________

¹ xxxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/0000000/000000000000000000/xx0-0.xxx

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First Amendment to Monaker and HotPlay

Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:

(a) Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles;

(b) The execution and delivery by such Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such Party is bound or affected; and

(c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

Further Assurances. The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement and the transactions contemplated herein.

Effect of Agreement. Upon the effectiveness of this Agreement, each reference in the Exchange Agreement to “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Exchange Agreement as modified or amended hereby.

Exchange Agreement to Continue in Full Force and Effect. Except as specifically modified or amended herein, the Exchange Agreement and the terms and conditions thereof shall remain in full force and effect.

Entire Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.

Construction. In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders.

10.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to conflicts of law principles except to the extent that United States federal law preempts Florida law, in which case United States federal law (including, without limitation, copyright, patent and federal trademark law) shall apply, without reference to conflicts of law principles.

11.

Heirs, Successors and Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

12.

Counterparts and Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, 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.

[Remainder of page left intentionally blank. Signature page follows.]

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First Amendment to Monaker and HotPlay

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written to be effective as of the Effective Date.

“Monaker”:

MONAKER GROUP, INC.
a Nevada corporation

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	CEO

“HotPlay”:

HOTPLAY ENTERPRISE LIMITED
	a British Virgin Islands Company

	By:	/s/ Mr. Athid Nanthawaroon
		/s/ Ms. Nithinan Boonyawattanapisut
	Name:	Mr. Athid Nanthawaroon and Ms. Nithinan Boonyawattanapisut
	Title:	Authorized Directors

“Stockholders”:

“*Principal Stockholder*”

RED ANCHOR TRADING CORPORATION

	By:	Ms. Nithinan Boonyawattanapisut
	Name:	Ms. Nithinan Boonyawattanapisut
	Title:	Authorized Director

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First Amendment to Monaker and HotPlay

“Minority Stockholders”

T&B MEDIA GLOBAL (THAILAND)
	COMPANY LIMITED

	By:	/s/ Mr. Jwanwat Ahriyavraromp
		/s/ Mrs. Pornsinee Chalermrattawongz
	Name:	Mr. Jwanwat Ahriyavraromp and Mrs. Pornsinee Chalermrattawongz
	Title:	Authorized Directors

TREE ROOTS ENTERTAINMENT
	GROUP CO., LTD.

	By:	/s/ Mr. Jwanwat Ahriyavraromp
		/s/ Mrs. Pornsinee Chalermrattawongz
	Name:	Mr. Jwanwat Ahriyavraromp and Mrs. Pornsinee Chalermrattawongz
	Title:	Authorized Directors

XXXX SUPREME COMPANY LIMITED

	By:	/s/ Ms. Warunya Punawakul
		/s/ Mr. Vithit Arparpardh
	Name:	Ms. Warunya Punawakul and Mr. Vithit Arparpardh
	Title:	Authorized Directors

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First Amendment to Monaker and HotPlay

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FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT

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