Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2019, on October 29, 2019, Monaker Group, Inc. (the "Company", "we" and "us"), borrowed $171,500 ($175,000 less a 2% original issuance discount) from two directors and entered into promissory notes with such directors, in the amount of $150,000 and $25,000, with Robert J. Mendola, Jr. and Pasquale LaVecchia, respectively (the "Director Notes").

The amounts borrowed under the Director Notes accrue interest at the rate of 12% per annum (18% upon the occurrence of an event of default). The Director Notes contain standard and customary events of default.

As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2019, on December 9, 2019, the Company entered into an Amended and Restated Promissory Note with the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company (the "Monaco Trust"), in the amount of up to $2,700,000 (the "Revolving Monaco Trust Note").

The amount owed pursuant to the Revolving Monaco Trust Note accrues interest at the rate of 12% per annum (18% upon the occurrence of an event of default). The Revolving Monaco Trust Note contains standard and customary events of default.

As of the date of this report, the Revolving Monaco Trust Note has a balance of $1,200,000 and the amount remaining under the note of $1,500,000, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the note, with the approval of the Monaco Trust.

On January 29, 2020, the Company entered into first amendments to the Director Notes and Revolving Trust Note with the directors and the Monaco Trust, respectively, to extend the maturity date of such notes from February 1, 2020 to April 1, 2020 (the "Note Amendments"). No other changes were made to such notes as a result of such amendments.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 above regarding the Note Amendments is incorporated by reference in this Item 2.03 in its entirety.

Item 9.01 Financial Statements and Exhibits.






  (d) Exhibits




Exhibit
Number    Description
10.1      $2,700,000 Amended and Restated Promissory Note dated December 9, 2019,

entered into by Monaker Group, Inc. and the Donald P. Monaco Insurance

Trust (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by

the Company with the Securities and Exchange Commission on December 9,

2019, and incorporated herein by reference)(File No. 001-38402) 10.2* First Amendment to Amended and Restated Promissory Note dated January


          29, 2020, by and between Monaker Group, Inc. and the Donald P. Monaco
          Insurance Trust

10.3 $25,000 Promissory Note dated October 29, 2019, entered into by Monaker

Group, Inc. in favor of Pasquale LaVecchia (filed as Exhibit 10.4 to the

Current Report on Form 8-K filed by the Company with the Securities and

Exchange Commission on November 4, 2019, and incorporated herein by


         reference)(File No. 001-38402)
10.4*    First Amendment to Promissory Note ($25,000) dated January 29, 2020, by

and between Monaker Group, Inc. and Pasquale LaVecchia 10.5 $150,000 Promissory Note dated October 29, 2019, entered into by Monaker

Group, Inc. in favor of Robert J. Mendola, Jr. (filed as Exhibit 10.5 to

the Current Report on Form 8-K filed by the Company with the Securities

and Exchange Commission on November 4, 2019, and incorporated herein by


         reference)(File No. 001-38402)
10.6*    First Amendment to Promissory Note ($150,000) dated January 29, 2020, by
         and between Monaker Group, Inc. and Robert J. Mendola, Jr.

* Filed herewith.

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