UNDERWRITING AGREEMENT between MOTA GROUP, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several UnderwritersUnderwriting Agreement • April 25th, 2017 • Mota Group, Inc. • Aircraft • New York
The undersigned, Mota Group, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Mota Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 25th, 2017 • Mota Group, Inc. • Aircraft • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2017 (the “Issuance Date”) between MOTA GROUP, INC., a company incorporated under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
SECURITY AGREEMENTSecurity Agreement • October 21st, 2016 • Mota Group, Inc. • Aircraft • Nevada
This SECURITY AGREEMENT (this “Agreement”) is made as of March 31, 2016 and effective as of October 12, 2016, by and between MOTA GROUP, INC., a corporation incorporated under the laws of the State of Delaware (the “Company”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Secured Party”).
GUARANTY AGREEMENTGuaranty Agreement • October 21st, 2016 • Mota Group, Inc. • Aircraft • Nevada
This GUARANTY AGREEMENT is dated as of March 31, 2016 and effective as of October 12, 2016 (as amended, restated or modified from time to time, the “Guaranty”), and is made by UNorth One LLC, a limited liability company organized and existing under the laws of the State of Nevada (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Buyer”).
SECURITY AGREEMENTSecurity Agreement • October 21st, 2016 • Mota Group, Inc. • Aircraft • Nevada
This SECURITY AGREEMENT (this “Agreement”) is dated as of March 31, 2016 and effective as of October 12, 2016, is executed by and between UNORTH ONE LLC, a limited liability company organized and existing under the laws of the State of Nevada (the “Grantor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2016 • Mota Group, Inc. • Aircraft • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of March 31, 2016 and effective as of October 12, 2016 (the “Effective Date”), by and between MOTA GROUP, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Buyer”).
PLEDGE AGREEMENTPledge Agreement • October 21st, 2016 • Mota Group, Inc. • Aircraft • Nevada
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”).
MOTA GROUP, INC. Subscription and Investor Rights AgreementSubscription and Investor Rights Agreement • October 5th, 2016 • Mota Group, Inc. • Aircraft • New York
THIS SUBSCRIPTION AND INVESTOR RIGHTS AGREEMENT is between the undersigned investor (the “Investor”) and MOTA GROUP, INC. (the “Company”).
EXCHANGE AGREEMENTExchange Agreement • April 25th, 2017 • Mota Group, Inc. • Aircraft • New York
This Exchange Agreement (this “Agreement”) is dated as of ____________, 2017, between Mota Group, Inc., a Delaware corporation (the “Company”) and _______________ (“Holder”).
