Exhibit 10.8


 


PLEDGE AGREEMENT


 


THIS PLEDGE AGREEMENT
(as may be amended, restated or modified from time to time, this “Pledge Agreement”), dated as of March
31, 2016 but made effective as of October 12, 2016, is made by and between MOTA GROUP, INC., a corporation incorporated
under the laws of the State of Delaware, as pledgor (the “Pledgor”), and TCA GLOBAL CREDIT MASTER
FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as pledgee (the “Pledgee”).


 


WITNESSETH:


 


WHEREAS, pursuant to
that certain Securities Purchase Agreement, dated as of March 31, 2016 but made effective as of the date hereof (the “Purchase
Agreement”), by and between the Pledgor and the Pledgee, the Pledgor has agreed to issue to the Pledgee and the Pledgee
has agreed to purchase from the Pledgor certain senior secured redeemable debentures (the “Debentures”),
as more specifically set forth in the Purchase Agreement;


 


WHEREAS, as of the date
hereof, the Pledgor is the registered and beneficial owner of one hundred percent (100%) of the issued and outstanding membership
interests (the “Pledged Securities”) of UNorth One LLC, a Nevada limited liability company (in such capacity,
the “Pledged Company”);


 


WHEREAS, in order to
induce the Pledgee to purchase the Debentures, the Pledgor has agreed to execute and deliver to the Pledgee, as security for the
obligations of the Pledgor to the Pledgee, a pledge of all of the Pledgor’s right, title and interest in and to the Pledged
Securities;


 


NOW, THEREFORE, in consideration
of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Pledgor and the Pledgee agree as set forth below:


 


SECTION
1.     Defined Terms. Except as otherwise defined herein, terms defined in the Purchase Agreement
shall have the same meaning when used herein.


 


SECTION
2.      Grant of Security. As security for the Obligations (as defined in the Purchase Agreement),
the Pledgor hereby pledges, assigns, transfers and delivers to the Pledgee the Pledged Securities and hereby grants to the Pledgee
a first priority lien on and a first priority security interest in the following (collectively, the “Pledged Collateral”):


 


(i)           the Pledged
Securities and all capital, revenue, profit, income, gain or other property or proceeds, return on contribution or otherwise with
respect to the Pledged Securities;


 


(ii)          all securities,
moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect
of the Pledged Securities, or resulting from a split-up, revision, reclassification or other like change of the Pledged Securities
or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise
in respect of, the Pledged Securities (exclusive of any equity holder loan);


 




    	 		 



     


    

  


(iii)
       all right, title and interest of Pledgor in, to and under any policy of insurance
payable by reason of loss or damage to the Pledged Securities and any other Pledged Collateral;


 


(iv)        all other
payments due or to become due to the Pledgor in respect of the Pledged Securities whether under any organizational document or
otherwise, whether as contractual obligations, damages or otherwise;


 


(v)         all “accounts”,
“general intangibles”, “instruments” and “investment property” (in each case as defined in
the UCC) constituting or relating to the foregoing;


 


(vi)        all Proceeds
of any of the foregoing property of Pledgor (including, without limitation, any proceeds of insurance thereon, all “accounts”,
“general intangibles”, “instruments” and “investment property”, in each case as defined in
the UCC, constituting or relating to the foregoing); and


 


(vii)       all other
property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing
or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from
time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof.


 


SECTION
3.      Pledge Documents. Concurrently with the execution of this Pledge Agreement and upon the circumstances described
in Section 6 hereof, the Pledgor shall execute and deliver to the Pledgee an irrevocable proxy in favor of the Pledgee in respect
of the Pledged Securities of the Pledged Company in the form set out in Exhibit A hereto (the “Irrevocable Proxy”)
and shall deliver to the Pledgee a signed, undated instrument of transfer in the form set out in Exhibit B hereto (an “Instrument
of Transfer”) pertaining thereto duly executed in blank.


 


SECTION
4.       Representations and Warranties. The Pledgor represents and warrants that:


 


(a)          it is the legal
and beneficial owner of, and has good and marketable title to, the Pledged Collateral, subject to no pledge, lien, mortgage, hypothecation,
security interest, charge, option or other encumbrance whatsoever, except the lien and security interest created and contemplated
by this Pledge Agreement;


 


(b)         it has full
power, authority and legal right to execute, deliver and perform its obligations under this Pledge Agreement and to create the
lien and security interest contemplated by this Pledge Agreement;


 


(c)         the Pledged
Securities of the Pledged Company (i) have been duly and validly created pursuant to the relevant organizational documents of the
Pledged Company, and (ii) constitute 100% of the total issued and outstanding membership interests of the Pledged Company;


 




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(d)         the Pledged
Securities are “securities” governed by Article 8 of the UCC;


 


(e)         as of the date
hereof, no Person has entered into any options, warrants or other agreements to acquire additional membership interests in the
Pledged Company and there are no voting trusts or other member agreements or arrangements relating to any Pledged Collateral;


 


(f)          this Pledge
Agreement constitutes a valid obligation of the Pledgor, legally binding upon it and enforceable in accordance with its terms;


 


(g)         the pledge,
hypothecation, assignment of the Pledged Collateral and the delivery of the Pledged Securities (together with the Instrument of
Transfers) pursuant to and/or described in this Pledge Agreement create a valid and perfected first priority security interest
in the Pledged Collateral;


 


(h)         no consent
of any other party (including equity interest holders of the Pledgor) is required in connection with the execution, delivery, performance,
validity, enforceability or enforcement of this Pledge Agreement, and no consent, license, approval or authorization of, or registration
or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery, performance,
validity, enforceability or enforcement of this Pledge Agreement;


 


(i)          the execution,
delivery and performance of this Pledge Agreement will not violate or contravene any provision of any existing law or regulation
or decree of any court, governmental authority, bureau or agency having jurisdiction in the premises or of the organizational documents
of the Pledgor or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which the Pledgor
is a party or which purports to be binding upon it or any of its properties or assets and will not result in the creation or imposition
of any lien, charge or encumbrance on, or security interest in, any of its properties or assets pursuant to the provisions of any
such mortgage, indenture, security agreement, contract, undertaking or other agreement;


 


(j)           its chief executive
office is located at 1600 E Desert Inn, Las Vegas, Nevada 89169; and


 


(k)         the representations
and warranties set forth in the Purchase Agreement insofar as they relate to the Pledgor are true and complete and the Pledgor
shall comply with each of the covenants set forth in the Purchase Agreement which are applicable thereto.


 


SECTION
5.    Covenants. The Pledgor hereby covenants that during the continuance of this Pledge Agreement:


 


(a)         it shall warrant
and defend the right and title of the Pledgee conferred by this Pledge Agreement in and to the Pledged Collateral at the cost of
the Pledgor against the claims and demands of all persons whomsoever;


 


(b)        it shall not
sell, assign, transfer, charge, pledge or encumber in any manner any part of the Pledged Collateral or suffer to exist any encumbrance
on the Pledged Collateral


 




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(c)         it shall not
amend or modify any organizational document of the Pledged Company;


 


(d)         it shall not
vote the Pledged Securities of the Pledged Company in favor of the consolidation, merger, dissolution, liquidation or any other
reorganization of the Pledged Company;


 


(e)         it shall not
take from the Pledged Company any undertaking or security in respect of its liability hereunder or in respect of any other liability
of the Pledged Company to the Pledgor and the Pledgor shall not prove nor have the right of proof, in competition with the Pledgee,
for any monies whatsoever owing from the Pledged Company to the Pledgor, in any insolvency or liquidation, or analogous proceedings
under any applicable law, of the Pledgor;


 


(f)         subject to
the terms and conditions contained in the Purchase Agreement, there shall not be issued any additional membership interests in
the Pledged Company nor any options, warrants or other agreements to do so issued or entered into, provided however that if such
membership interests are issued, they shall immediately be pledged to the Pledgee hereunder;


 


(g)         it shall not
release, transfer or otherwise dispose of any membership interests held by the Pledged Company as treasury membership interests
or otherwise;


 


(h)         it shall furnish
to Pledgee from time to time statements and schedules further identifying and describing the Pledged Collateral as Pledgee reasonably
requests, all in reasonable detail;


 


(i)          it shall give
at least ninety (90) days’ prior written notice to Pledgee of any (i) change of the location of Pledgor’s chief executive
office from that specified in Section 4(j) hereof, (ii) change of Pledgor’s name, identity or structure or (iii) reorganization
or reincorporation of Pledgor under the laws of another jurisdiction; and


 


(j)          it shall indemnify
the Pledgee from, and hold it harmless against, any and all liabilities with respect to, or resulting from any delay in paying,
any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Pledged
Collateral or in connection with the transaction contemplated by this Pledge Agreement.


 


SECTION
6.      Delivery of Additional Collateral. If the Pledgor shall become entitled to receive or shall receive any equity
interests, option or rights, whether as an addition to, in substitution of, or in exchange for any of the Pledged Securities, the
Pledgor agrees to accept the same as the agent of the Pledgee and to hold the same in trust for the benefit of the Pledgee and
to deliver the same forthwith to the Pledgee in the exact form received, with the endorsement of the Pledgor when necessary and/or
appropriate undated Instruments of Transfer duly executed in blank, and Irrevocable Proxies for any membership interests so received,
in substantially the forms attached hereto to be held by the Pledgee, subject to the terms hereof, as additional collateral security
for the Obligations.


 




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SECTION
7.    General Authority. The Pledgor hereby consents that, without the necessity of any reservation of rights against
the Pledgor, and without notice to or further assent by the Pledgor, any demand for payment of any of the Obligations made by the
Pledgee may be rescinded by the Pledgee and any of the Obligations continued, and the Obligations, or the liability of the Pledgor
and/or the Pledged Company upon or for any part thereof, or any other collateral security (including, without limitation, any collateral
security held pursuant to any of the other Transaction Documents) or right of offset with respect thereto, may, from time to time,
in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by the Pledgee,
and the Transaction Documents, any guarantees and any other collateral security documents executed and delivered by the Pledgor
and/or the Pledged Company or any other obligors in respect of the Obligations may be amended, modified, supplemented or terminated,
in whole or in part, as the Pledgee may deem advisable, from time to time, and any other collateral security at any time held by
the Pledgee for the payment of the Obligations (including, without limitation, any collateral security held pursuant to any other
collateral security document executed and delivered pursuant to the Transaction Documents) may be sold, exchanged, waived, surrendered
or released, all without notice to or further assent by the Pledgor or the Pledged Company, which shall remain bound hereunder,
notwithstanding any such renewal, extension, modification, acceleration, compromise, amendment, supplement, termination, sale,
exchange, waiver, surrender or release. The Pledgor waives any and all notices of the creation, renewal, extension or accrual of
any of the Obligations and notice of or proof of reliance by the Pledgee upon this Pledge Agreement, and the Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Pledge Agreement, and
all dealings between the Pledged Company and the Pledgee shall likewise be conclusively presumed to have been had or consummated
in reliance upon this Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default
or non-payment to or upon the Pledgor or the Pledged Company with respect to the Obligations.


 


SECTION
8.     Voting Rights. The Pledgee shall, as the Pledgee and as the holder of the Irrevocable Proxies, receive notice
and have the right (but not the obligation) to vote the Pledged Securities at its own discretion at, any annual or special meeting,
as the case may be, of the shareholders of the Pledged Company, provided, however, that the Pledgee shall not be
entitled to receive notice, or to exercise such right to vote until the occurrence of and continuance of an Event of Default or
any of the security created by or pursuant to this Pledge Agreement shall be deemed materially imperiled or materially jeopardized
by the Pledgee in its reasonable discretion .


 


SECTION
9.      UCC Filings. The Pledgor does hereby authorize the Pledgee to do all things the Pledgee may reasonably deem
to be necessary or advisable in order to perfect or maintain the security interest granted by this Pledge Agreement including,
but not limited to, filing any and all Uniform Commercial Code financing statements or renewals thereof.


 


SECTION
10.    Remedies. At any time after the occurrence of an Event of Default or in the event any of the security created
by or pursuant to this Pledge Agreement shall be imperiled or jeopardized in a manner deemed material by the Pledgee in its sole
discretion, the Pledgee shall be entitled, without further notice to the Pledgor:


 




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(a)     subject to the
limitations of Sections 9-610 and 9-615 of the UCC (to the extent applicable), to sell, assign, transfer and deliver at any time
the whole, or from time to time any part, of the Pledged Collateral or any rights or interests therein, at public or private sale
or in any other manner, at such price or prices and on such terms as the Pledgee may deem appropriate, and either for cash, on
credit, for other property or for future delivery, at the option of the Pledgee, upon not less than 10 days’ written notice
(which 10 day notice is hereby acknowledged by the Pledgor to be reasonable) addressed to the Pledgor at its last address provided
to the Pledgee pursuant to this Pledge Agreement, but without demand, advertisement or other notice of any kind (all of which are
hereby expressly waived by the Pledgor). If any of the Pledged Collateral or any rights or interests thereon are to be disposed
of at a public sale, the Pledgee may, without notice or publication, adjourn any such sale or cause the same to be adjourned from
time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, occur at the time
and place identified in such announcement. If any of the Pledged Collateral or any rights or interests therein shall be disposed
of at a private sale, the Pledgee shall be relieved from all liability or claim for inadequacy of price. At any such public sale
the Pledgee may purchase the whole or any part of the Pledged Collateral or any rights or interests therein so sold. Each purchaser,
including the Pledgee should it acquire the Pledged Collateral, at any public or private sale, shall hold the property sold free
from any claim or right of redemption, stay, appraisal or reclamation on the part of the Pledgor which are hereby expressly waived
and released to the extent permitted by applicable law. If any of the Pledged Collateral or any rights or interests therein shall
be sold on credit or for future delivery, the Pledged Collateral or rights or interests so sold may be retained by the Pledgee
until the selling price thereof shall be paid by the purchaser, but the Pledgee shall not incur any liability in case of failure
of the purchaser to take up and pay for the Pledged Collateral or rights or interests therein so sold. In case of any such failure,
the Pledged Collateral or rights or interests therein may again be sold on not less than 10 days’ written notice as aforesaid;
and


 


(b)     to exercise all
voting and other equity interest rights at any meeting of any Pledged Company and exercise any and all rights of conversion, exchange,
subscription or any other rights, privileges or options pertaining to the Pledged Securities of the Pledged Company as if it was
the absolute owner thereof, including, without limitation, the right to exchange at its discretion, such Pledged Securities upon
the merger, consolidation, reorganization, recapitalization or other readjustment of the Pledged Company or, upon the exercise
by the Pledged Company or the Pledgee of any right, privilege or option pertaining to such Pledged Share, and in connection therewith,
to deposit and deliver such Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency
upon such terms and conditions as it may determine, all without liability except to account for property actually received by it.


 


SECTION
11.    No Duty on Pledgee. The Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or
options and shall not be responsible for any failure to do so or delay in so doing.


 


SECTION
12.    Application of Proceeds. All moneys collected or received by the Pledgee pursuant to this Pledge Agreement
shall be applied as provided in the Purchase Agreement.


 




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SECTION
13.    Miscellaneous.


 


13.1   Further Assurances.
The Pledgor agrees that if this Pledge Agreement shall, in the reasonable opinion of the Pledgee, at any time be deemed by the
Pledgee, for any reason, insufficient in whole or in part to carry out the true intent and spirit hereof, it shall execute or cause
to be executed such other documents or deliver or cause to be delivered such further assurances as in the reasonable opinion of
the Pledgee may be required in order to more effectively accomplish the purposes of this Pledge Agreement including, without limitation,
an alternative pledge or such other alternative security as the Pledgee shall reasonably require.


 


13.2   Remedies Cumulative
and Not Exclusive; No Waiver. Each and every right, power and remedy herein given to the Pledgee shall be cumulative and shall
be in addition to every other right, power and remedy of the Pledgee now or hereafter existing at law, in equity or by statute,
and each and every right, power and remedy, whether herein given or otherwise existing, may be exercised from time to time, in
whole or in part, and as often and in such order as may be deemed expedient by the Pledgee, and the exercise or the beginning of
the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter
any other right, power or remedy. No failure, delay or omission by the Pledgee in the exercise of any right or power or in the
pursuance of any remedy accruing upon any breach or default by the Pledgor or any Credit Party shall impair any such right, power
or remedy or be construed to be a waiver of any such right, power or remedy or to be an acquiescence therein; nor shall the acceptance
by the Pledgee of any security or of any payment of or on account of any of the amounts due from the Pledgor or any Credit Party
to the Pledgee and maturing after any breach or default or of any payment on account of any past breach or default be construed
to be a waiver of any right with respect to any future breach or default or of any past breach or default not completely cured
thereby. In addition to the rights and remedies granted to it in this Pledge Agreement and in any other instrument or agreement
securing, evidencing or relating to any of the Obligations, the Pledgee shall have rights and remedies of a secured party under
the UCC.


 


13.3   Successors and
Assigns. This Pledge Agreement and all obligations of the Pledgor hereunder shall be binding upon the successors and assigns
of the Pledgor and shall, together with the rights and remedies of the Pledgee hereunder, inure to the benefit of the Pledgee,
its respective successors and assigns.


 


13.4   Waiver; Amendment.
None of the terms and conditions of this Pledge Agreement may be changed, waived, modified or varied in any manner whatsoever unless
in writing duly signed by the Pledgor and the Pledgee.


 


13.5   Invalidity.
If any provision of this Pledge Agreement shall at any time, for any reason, be declared invalid, void or otherwise inoperative
by a court of competent jurisdiction, such declaration or decision shall not affect the validity of any other provision or provisions
of this Pledge Agreement, or the validity of this Pledge Agreement as a whole and, to the fullest extent permitted by law, the
other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of
the Pledgee in order to carry out the intentions of the parties hereto as nearly as may be possible. The invalidity and unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.


 


13.6   Notices.
All notices of request, demand and other communications hereunder shall be addressed, sent and deemed delivered in accordance with
the Purchase Agreement, including delivery of any such notices or communications to the Pledged Company on behalf of the Pledgor,
which Pledgor hereby agrees and acknowledges shall be valid and effective notice to the Pledgor hereunder.


 




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13.7   Counterparts;
Electronic Delivery. This Pledge Agreement may be executed in any number of counterparts, each of which shall be deemed an
original, but all such counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart
of this Pledge Agreement by facsimile or electronic transmission shall be deemed as effective as delivery of an originally executed
counterpart. In the event that the Pledgor delivers an executed counterpart of this Pledge Agreement by facsimile or electronic
transmission, the Pledgor shall also deliver an originally executed counterpart as soon as practicable, but the failure of the
Pledgor to deliver an originally executed counterpart of this Pledge Agreement shall not affect the validity or effectiveness of
this Pledge Agreement.


 


13.8   References.
References herein to Sections, Exhibits and Schedules are to be construed as references to sections of, exhibits to, and schedules
to, this Pledge Agreement, unless the context otherwise requires.


 


13.9   Headings.
In this Pledge Agreement, Section headings are inserted for convenience of reference only and shall not be taken into account in
the interpretation of this Pledge Agreement.


 


13.10 Termination.
When all of the Obligations shall have been fully satisfied, the Pledgee agrees that it shall forthwith release the Pledgor from
its Obligations hereunder and the Pledgee, at the request and expense of the Pledgor, shall promptly execute and deliver to the
Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Pledge Agreement, and the Irrevocable
Proxies shall terminate forthwith and be delivered to the Pledgor forthwith together with the other items furnished to the Pledgee
pursuant to this Pledge Agreement.


 


SECTION
14.    Applicable Law, Jurisdiction and Waivers.


 


14.1   Governing Law.
Except in the case of the Mandatory Forum Selection clause set forth in Section 14.2 hereof, this Pledge Agreement shall
be governed by and construed in accordance with the laws of the Nevada, without regard to principles of conflicts of laws thereof.


 


14.2   MANDATORY
FORUM SELECTION. Any dispute arising under, relating to, or in connection with the
Agreement or related to any matter which is the subject of or incidental to the Agreement (whether or not such claim is based
upon breach of contract or tort) shall be subject to the exclusive jurisdiction and venue of the state and/or federal courts located
in Broward County, FLOrida; provided, however, PLEDGEE may, at its sole option, elect to bring any
action in any other jurisdiction.  This provision is intended to be a “mandatory” forum selection clause
and governed by and interpreted consistent with Florida law.


 




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14.3   WAIVER OF IMMUNITY.
TO THE EXTENT THAT THE PLEDGOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM SUIT, JURISDICTION OF ANY COURT OR ANY LEGAL PROCESS
(WHETHER THROUGH ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OF A JUDGMENT, OR FROM ANY OTHER LEGAL
PROCESS OR REMEDY) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PLEDGOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS PLEDGE AGREEMENT.


 


14.4   WAIVER OF JURY
TRIAL. EACH OF THE PLEDGOR AND THE PLEDGEE HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY
ANY PARTY HERETO OR ANY BENEFICIARY HEREOF ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS PLEDGE AGREEMENT.


 


[-signature page follows-]


  




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IN WITNESS WHEREOF, the
parties hereto have caused this Pledge Agreement to be duly executed the day and year first above written.


 


	 	PLEDGOR:
	 	 
	 	MOTA GROUP, INC.
	 	 
	 	By:	 
	 	Name:	Michael M. Faro
	 	Title:	President


 


STATE OF ________________            )


                                                               )   SS.


COUNTY OF ______________            )


 


The undersigned, a
Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Michael M. Faro, the President of Mota
Group, Inc., a Delaware corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument as his/her
own free and voluntary act and as the free and voluntary act of said corporation, for the uses and purposes therein set forth.


 


	GIVEN under my hand and notarial seal this ______ day of _______________, 20____.


 


	 	 	 
	 	Notary Public	 
	 	 	 
	 	My Commission Expires:	 
	 	 	 
	 	 	 


 


[ signature page to Pledge Agreement ]


 




    	 		 



     


    

 


	 	PLEDGEE
	 	 
	 	TCA GLOBAL CREDIT MASTER FUND, LP
	 	 
	 	By:	TCA Global Credit Fund GP, Ltd.
	 	Its:	General Partner
	 	 
	 	By:	 
	 	Name:	Robert Press
	 	Title:	Director


 


[ signature page to Pledge Agreement ]


 




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EXHIBIT A


 


IRREVOCABLE
PROXY


 


The undersigned, the
registered and beneficial owner of the below described membership interests of UNorth One LLC, a Nevada limited liability company
(“Pledged Company”), hereby makes, constitutes and appoints, TCA Global Credit Master Fund, LP, a limited
partnership organized and existing under the laws of the Cayman Islands (the “Pledgee”), with full power
to appoint a nominee or nominees to act hereunder from time to time, the true and lawful attorney and proxy of the undersigned
to vote one hundred percent (100%) of the membership interests of the Pledged Company, at all annual and special meetings of the
Pledged Company or take any action by written consent with the same force and effect as the undersigned might or could do, hereby
ratifying and confirming all that the said attorney or its nominee or nominees shall do or cause to be done by virtue hereof.


 


The said membership interests
have been pledged (the “Pledge”) to the Pledgee pursuant and subject to a Pledge Agreement, dated as
of March 31, 2016 and effective as of October 12, 2016, by and between the undersigned and the Pledgee.


 


This power and proxy
is coupled with an interest and is irrevocable and shall remain irrevocable so long as the Pledge is outstanding and is in full
force and effect.


 


IN WITNESS WHEREOF, the
undersigned has caused this instrument to be duly executed on October 12, 2016.


 


	 	MOTA GROUP, INC.
	 	 
	 	By:	 
	 	Name:	Michael M. Faro
	 	Title:	President


 




    	 		 



     


    

 


 






 


EXHIBIT B


 


INSTRUMENT OF TRANSFER


 


	FOR VALUE RECEIVED:	 
	 
	 





	 	 	PLEASE INSERT SOCIAL SECURITY OR

OTHER

IDENTIFYING NUMBER OR ASSIGNEE	 	 
	hereby sells, assigns and transfers unto 	 	 	 	 
	 	 	 	 	 





	 
	 


 


	 	 	100% of the Membership Interests	Of 	UNorth One LLC


 


	 	standing in my (our) name(s)


 


	on the books of said limited liability company represented by Certificate(s) No.(s).        	 


 


	herewith, and do hereby irrevocably constitute and appoint	 


 


	 	attorney to transfer the
	 	 
	said membership interests on the books of said limited liability company with full power of substitution in the premises, This Instrument is given for collateral purposes only pursuant to that certain Pledge Agreement between the undersigned and TCA Global Credit Master Fund, LP dated as of March 31, 2016 and made effective as of October 12, 2016.
	 
	Dated	 	 
	 	 	 	 


 


	 	 	 
	 	 	 	 	 
	In presence of 	 	 	 	 
	 	 	Name:

Title: