MKGI Monaker Group Inc

NEXTPLAY TECHNOLOGIES, INC.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Annual Meeting of Stockholders

PHONE:

Call toll free
1-866-752-8683

FAX:

Send this card to
202-521-3464

EMAIL:

proxy@iproxydirect.com
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1.    To elect ten directors to hold office until our next annual meeting of stockholders or until their successors are duly elected and qualified, subject to prior death, resignation, or removal;

2.    To ratify the selection of TPS Thayer, LLC as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2023;

3.    To consider and vote upon a proposal to approve, in accordance with Nasdaq Listing Rule 5635(d), an amendment to the exercise price provisions of those warrants issued in connection with a registered direct offering of the Company’s securities pursuant to that Stock Purchase Agreement entered into by and among the Company and certain investors on November 1, 2021, and specifically to remove the $1.97 floor price (the “Floor Price”) of the warrants such that the exercise price of the warrants may be reduced below the Floor Price in the event that the Company issues or enters into any agreement to issue securities for consideration less than the then current exercise price of the warrants;

4.    To approve, on a non-binding advisory basis, named executive officer compensation;

5.    To consider and vote upon a proposal to authorize our board of directors, in its discretion, to adjourn the Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above at the time of the Meeting; and

6.    to transact such other business as may properly come before the annual meeting or any adjustment thereof.

Pursuant to Securities and Exchange Commission rules, you are receiving this Notice that the proxy materials for the Annual Meeting are available on the Internet. Follow the instructions above to view the materials and vote or request printed copies.

The Company’s board of directors has fixed the close of business on August 22, 2022 as the record date for the determination of stockholders entitled to receive notice of the Annual Meeting and to vote the shares of Company common stock, par value $0.00001 per share, they held on that date at the meeting or any postponement or adjournment of the meeting.