DEPOSIT ACCOUNT CONTROL AGREEMENT (Blocked Account)

EXHIBIT 10.8

(Blocked Account)

This Deposit Account Control Agreement (Blocked Account) (this "Agreement") is entered into as of March __, 2023, by WETRADE GROUP INC., a Wyoming corporation ("Borrower"),...("Lender"), and EAST WEST BANK, a California banking corporation ("Deposit Holder").

RECITALS

X. Xxxxxx has a first-priority security interest in the account(s) listed under Schedule A to this Agreement and related rights and property (collectively, the "Accounts") pursuant to a Security Agreement dated as of March __, 2023 (the "Security Agreement") executed by Xxxxxxxx in favor of Xxxxxx.

X. Xxxxxxxx and Xxxxxx are requesting that Deposit Holder enter into this Agreement to perfect Xxxxxx's security interests in the Accounts by control.

C. Deposit Xxxxxx is willing to act as Deposit Holder, but only under the terms of this Agreement. Deposit Holder has no obligation or duties with respect to any other agreements between Lender and Borrower.

AGREEMENT

1. Security Interest

Deposit Holder acknowledges Xxxxxx's security interest in the Accounts. Borrower ratifies and confirms the security interests it has granted to Xxxxxx in the Accounts. This Agreement evidences Xxxxxx's control over the Accounts.

2. Control of Account by Xxxxxx; Xxxxxxxx's Rights in Account

2.1 Notwithstanding any separate agreement Borrower may have with Deposit Holder, Lender shall be entitled at any time to give Deposit Holder instructions as to the withdrawal or disposition of available funds from time to time credited to the Accounts, or as to any other matters relating to the Accounts, all without further consent of Borrower. Deposit Holder shall, and is fully entitled to, rely upon any such instructions from Lender even if such instructions are contrary to any instructions or demands that Borrower may give to Deposit Holder. Borrower acknowledges and agrees Lender is permitted, in its sole option: (i) to withdraw all available funds if an “Event of Default” (as defined in the Debenture set forth in Exhibit A hereto) occurs; (ii) to withdraw all available funds to pay any “liquidated damages” due and payable under the Securities Purchase Agreement set forth in Exhibit B hereto; (iii) to withdraw all available funds to pay any “liquidated damages” due and payable under the Registration Rights Agreement set forth in Exhibit C hereto; and (iv) to the extent not already captured within (i) through (iii) above, to withdraw all available funds in connection with any other breach causing monetary damages under any of the Transaction Documents.

2.2 Deposit Holder acknowledges and agrees that (i) in accordance with paragraph 2.1 above, it shall comply with the instructions originated by Xxxxxx directing disposition of any available funds from time to time credited to the Accounts without further consent of Borrower; (ii) Lender now has exclusive control of the Accounts for purposes of Sections 9312(b) and 9314 of the Uniform Commercial Code, (iii) Borrower does not have a right to make withdrawals or otherwise transact on the Accounts, and (iv) the Accounts will be maintained as "deposit accounts" as defined in Section 9102(a)(29) of the Uniform Commercial Code in effect in the State of California. Notwithstanding anything to the contrary contained herein, if at any time Deposit Holder shall receive conflicting orders or instructions from Xxxxxx and Borrower, Deposit Holder shall follow the orders or instructions of Xxxxxx, and not the orders or instructions of Borrower.

2.3 Borrower represents and warrants to Lender and Deposit Holder that it has not assigned or granted a security interest in the Accounts, except to Lender. Borrower will not permit the Accounts to become subject to any other pledge, assignment, lien, charge or encumbrance of any kind, other than Xxxxxx's security interests referred to herein.

2.4 The signatures below represent the authorized signers who may give Deposit Holder instructions as to the withdrawal or disposition of available funds in the Accounts:

Name:

Telephone #:

Email:

Signature:

Name:

Telephone #:

Email:

Signature:

3. Deposit Xxxxxx's Responsibility

3.1 Deposit Holder shall have no duty to inquire or determine whether Xxxxxxxx's obligations to Lender are in default or whether Lender or Borrower is entitled, under any separate agreement between Lender and Borrower, to give any instructions relating to the Accounts. Deposit Holder shall have no responsibility or liability to Lender or Borrower for complying with any order or instruction, whether oral or written, concerning the Accounts, except to the extent such compliance would violate the provisions of this Agreement, or Deposit Holder acted with gross negligence or engaged in willful misconduct. Deposit Holder shall have no responsibility or liability to Lender or Borrower for losses or liabilities resulting from any failure to comply with instructions relating to the Accounts or delay in complying with such instructions if the failure or delay is due to circumstances beyond Deposit Holder's reasonable control, including without limitation interruptions of communications facilities, civil unrest, acts of God, wars, or terrorist attacks, and provided Deposit Holder had reasonable opportunity to act thereon. Without limiting the foregoing, in no event shall Deposit Holder have any liability for indirect, punitive, exemplary or consequential loss or damages, including without limitation lost profits, whether or not any claim for such loss or such damages is based on tort or contract or Deposit Holder knew or should have known the likelihood of such damages in any circumstances.

3.2 Upon reasonable opportunity for Deposit Holder to act after receipt of Xxxxxx's instructions to that effect and continuing on each Business Day thereafter, Deposit Holder shall transfer all available balances in the Accounts to Lender at its account specified in such instructions. Any disposition of funds Deposit Holder makes in response to instructions from Lender is subject to Deposit Holder’s standard policies, procedures and documentation governing the type of disposition made. Xxxxxxxx agrees to pay all fees for the transfer of funds as per instructions. Deposit Holder will comply with any legal process, legal notice or court order it receives in relation to the Accounts if Deposit Holder reasonably determines that the legal process, legal notice or court order is legally binding on it. A "Business Day" is each day except Saturdays, Sundays, or federal or state holidays on which commercial banks in California are authorized or required by law to remain closed.

3.3 Deposit Holder may rely on notices and communications it believes in good faith to be genuine and given by the appropriate party.

4. Priority of Lender's Security Interests; Rights Reserved by Deposit Holder

4.1 Deposit Holder agrees that all of its present and future rights against the Accounts are subordinate to Xxxxxx's security interests therein; provided, however, that Xxxxxx agrees that nothing herein subordinates or waives, and that Deposit Holder expressly reserves, all of its present and future rights (whether described as rights of setoff, banker's lien, chargeback or otherwise, and whether available to Deposit Holder under the law or under any other agreement between Deposit Holder and Borrower concerning the Account or otherwise) with respect to (a) items deposited to the Accounts and returned unpaid, whether for insufficient funds or for any other reason, and without regard to the timeliness of return of any such item; (b) overdrafts on the Accounts; (c) automated clearing house entries; (d) claims of breach of the Uniform Commercial Code's transfer or presentment warranties made against Deposit Holder in connection with items deposited to the Accounts; and (e) Deposit Holder's usual and customary charges for services rendered in connection with the Accounts (collectively, the “Charges”), to the extent that, in each case, Xxxxxx has not separately paid or reimbursed Deposit Holder therefor. To the extent any of the Accounts is a certificate of deposit or time deposit, Deposit Holder will be entitled to deduct any applicable early withdrawal penalty prior to disbursing funds from such Account in response to instructions from Lender.

4.2 The Account(s) shall bear interest at an annual rate of 2.0%, payable monthly, which interest shall be credited to the Account(s) on the last business day of each calendar month. Such interest shall remain in the Account(s) until withdrawn from the Account(s) at the sole option of the Lender.

5. Statements

In addition to the original deposit account statement for the Accounts which is provided to Borrower, Deposit Holder will send duplicate statements to Lender. Borrower authorizes Deposit Holder to provide any additional information relating to the Accounts to Lender upon its request without Xxxxxxxx's further consent.

6. Notice of Adverse Claims; Record of Security Interest

6.1 Deposit Holder represents to Lender that Deposit Holder has not received notice of any lien, encumbrance or other claim to the Accounts from any other person and has not entered into, and covenants with Lender that it will not enter into, any agreement with any other person by which Deposit Holder is obligated to comply with instructions from such other person as to the disposition of funds from the Accounts or other dealings with the Accounts. Deposit Holder will use commercially reasonable efforts, subject to applicable law, to promptly notify Lender if any other person claims that it has a property interest in the Accounts or seeks to enter into a deposit account control agreement or similar agreement with respect to the Accounts.

6.2 Deposit Holder further represents and warrants that it has marked its books and records to indicate Xxxxxx's security interests in and liens upon the Accounts.

7. Returned Items

Borrower and Xxxxxx understand and agree that Deposit Holder will pay returned items by debiting the applicable Account to the extent that Borrower has not separately paid or reimbursed Deposit Holder therefor. Xxxxxxxx agrees to pay the amount of any returned item immediately upon demand to the extent that there are not sufficient funds in the applicable Account to cover such amount on the day of the debit. If the Borrower has failed to pay the Deposit Holder the full amount of such returned items after demand by the Deposit Holder, Xxxxxx agrees that Xxxxxx will pay any unpaid amount within twenty (20) days after demand on Lender by Deposit Holder, up to the amount of any proceeds received by Lender under this Agreement. “Returned item” means (i) any item deposited to an Account and returned unpaid, whether for insufficient funds or for any other reason and without regard to timeliness of the return or on any drawee’s notice of non-payment; (ii) any time subject to a Commercial Code or Regulation CC (12 CFR Section 229), as in effect from time to time; (iii) any automated clearing house entry credited to an Account and returned unpaid or subject to an adjustment entry under applicable clearing house rules, whether for insufficient funds or any other reason, (iv) any credit to an Account from a merchant card transaction, against which a contractual demand of chargeback has been made; and (v) any credit made to an Account in error.

8. Indemnity.

8.1 Xxxxxxxx agrees that it shall indemnify, defend, and hold harmless the Deposit Holder and its successors, assigns, officers, directors, and agents, from any and all Charges and any and all third party liabilities, obligations, losses, damages, claims, actions, suits, costs, or expenses (including, without limitation, reasonable attorneys’ fees and expenses) of every kind (collectively, “Losses”) suffered or incurred by the Deposit Holder in connection with the Deposit Xxxxxx’s acceptance of the Accounts and the duties provided for under this Agreement, provided, however, that Borrower shall have no obligation to so indemnify, defend, and hold the Deposit Holder harmless for any Charges or Losses suffered by the Deposit Holder as a result of its wilful misconduct or gross negligence.

8.2 Borrower shall reimburse the Deposit Holder for all Charges when there are insufficient funds in the Accounts from which the Deposit Holder may recoup such Charges. If Xxxxxxxx fails to reimburse the Deposit Holder for any Charges, and the Deposit Holder has complied with instructions of Lender with respect to the disbursement of funds from the Accounts which left Accounts with insufficient funds for the Deposit Holder to recoup such Charges and Losses, then Xxxxxx shall reimburse the Deposit Holder for such Charges and Losses.

8.3 Borrower shall reimburse and indemnify, defend and hold harmless Lender in full upon demand by Xxxxxx with respect to any and all payments by, or liability or claim of liability on the part of, Xxxxxx to Deposit Holder hereunder or under the Accounts by way of indemnity, reimbursement or otherwise.

IN NO EVENT WILL DEPOSIT HOLDER BE LIABLE TO ANY PARTY FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES.

9. Termination

Lender shall terminate this Agreement by written notice to Deposit Holder and Borrower in the event that all obligations secured by the Security Agreement by Borrower in favor of Lender have been satisfied in full or at any other time. Deposit Holder may terminate this Agreement on thirty (30) days' prior written notice to Xxxxxx and Xxxxxxxx. Borrower may not terminate this Agreement except with written consent of Lender.

10. Governing Law.

10.1 This Agreement will be governed by the internal laws of California, without regard to principles of conflict of laws.

10.2 Deposit Holder's jurisdiction for purposes of Section 9304 of the Uniform Commercial Code shall be California.

11. Entire Agreement.

This Agreement is the entire agreement among the parties regarding the subject matter hereof and supersedes any prior agreements and contemporaneous oral agreements of the parties concerning its subject matter. This Agreement will control over any conflicting agreement between Deposit Holder and Borrower.

12. Amendments.

No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by Xxxxxxxx, Xxxxxx and Deposit Holder.

13. Severability.

To the extent a provision of this Agreement is unenforceable, this Agreement will be construed as if the unenforceable provision were omitted.

14. Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of Deposit Holder, Xxxxxx and Xxxxxxxx and their respective successors and assigns.

15. Notices.

All notices, instructions and/or communications to a party under this Agreement will be in writing and will be sent to the party's address set forth below or to such other address as the party may notify the other parties. The parties agree, however, that Deposit Holder may, at its sole discretion, accept any notices, instructions and/or communications from parties to this Agreement by use of electronic means (including but not limited to, electronic signatures, facsimile, scanned, pdf format, email, and other electronic means), and that electronic signatures and notices, instructions and/or communications received by Deposit Holder by electronic means shall be legally binding with the same force and effect as manually executed notices, instructions and/or communications.

Lender:

	Address: Attention: Email:

Borrower:	Wetrade Group Inc.
	Address: Room 000, Xxxxx 0 Xxxxxxxx 0, Xx.00 Xxxxxxxx 00xx Xxxxxx, Xxxxxxx Xxxxxxxx xxx Xxxxxxxxxxxxx Xxxxxxxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxxxx xx Xxxxx Tel: (x00) 00000000000 Email: xxxxxx@xxxxxxxx.xx

Deposit Holder:		East West Bank
	Address:	0000 Xxxxx Xxxxx #000X, Xx Xxxxx, XX 00000
	Attention:	Central Relationship Service
	Fax:	(000)000-0000
	Email:	XxxxxxxXxxxxxxxxxxxXxxxxxx@XxxxXxxxXxxx.xxx

To the extent that Deposit Holder is precluded from making demand or giving notice hereunder by reason of the commencement of a bankruptcy or similar proceeding, then such demand or notice shall be deemed to have been made or given at the commencement of such proceeding.

16. Deposit Account Agreement.

The Accounts shall also be governed by the Deposit Holder’s account agreement and applicable fee schedules, provided however that in event of conflict, this Agreement shall control.

17. No agency, etc.

Nothing contained in this Agreement shall create any agency, fiduciary, joint venture or partnership relationship between or among Xxxxxxxx, Lender and Deposit Holder.

18. Signatures.

This Agreement may be executed in counterparts, each of which shall be an original, and all of which shall constitute one and the same agreement. The parties hereby consent to the use of electronic signatures (including but not limited to, facsimile, scanned, pdf format, and other electronic means) in connection with the execution of this Agreement, and further agree that electronic signatures to this Agreement and copies of signatures shall be legally binding with the same force and effect as manually executed signatures

19. Judicial Reference

ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY A JUDICIAL REFERENCE PROCEEDING PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE § 638. THE JUDICIAL REFEREE APPOINTED TO DECIDE THE JUDICIAL REFERENCE PROCEEDING SHALL BE EMPOWERED TO HEAR AND RESOLVE ANY OR ALL ISSUES IN THE PROCEEDING, WHETHER OF FACT OR LAW.

To evidence the parties’ agreement to this Agreement’s terms, they have signed it on the date set forth in the preamble.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOLLOWS]

	LENDER

	By:
	Name:
	Title:	Authorized Signatory

	BORROWER
	WeTrade Group Inc. A Wyoming corporation

	By:
	Name:
	Title:

	DEPOSIT HOLDER
	East West Bank A California Banking Corporation

	By:
	Name:
	Title:

Schedule A

(List of Accounts)

Bank Name:	East West Bank
ABA No.:	000000000
Account Name:
Account No.:

Exhibit A – Debenture

Exhibit B – Securities Purchase Agreement

Exhibit C – Registration Rights Agreement

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Table of Contents

DEPOSIT ACCOUNT CONTROL AGREEMENT (Blocked Account)

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