Last updated: 8 December 2025

This Securities Account Control Agreement (the “Agreement”) is entered into by and among Airwallex Capital US LLC, a Delaware limited liability company (“Securities Intermediary”); Airwallex Servicing (US) LLC, a Delaware limited liability company (“Affiliate”); and you (“Customer”). The effective date of the Agreement shall be the date of the last signature by the parties hereto. In consideration of the mutual agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

BACKGROUND

Affiliate and Customer hereby intend that this Agreement establish “control” of the Account (defined below) by Affiliate for purposes of perfecting Affiliate’s security interest in the Account under the Uniform Commercial Code (“UCC”). Customer has granted to Affiliate a security interest in the Customer’s Account, together with any successor or replacement account maintained by Securities Intermediary for Customer as described in Section 7 below (hereinafter the “Account”). Securities Intermediary acknowledges the security interest of Affiliate and Securities Intermediary has agreed that it will comply with entitlement orders originated by the Affiliate without further consent of the Customer, and that Affiliate therefore has control of the Account within the meaning of Section 8-106(d) of the UCC.

The terms "entitlement holder," "entitlement order," "financial asset," "investment property," "proceeds," "security," "security entitlement," “securities account,” and "securities intermediary" shall have the meanings assigned to them in the UCC.

AGREEMENT

Section 1. The Account

a. Customer represents and warrants to Affiliate that: (i) Customer is the entitlement holder with respect to the financial assets credited to the Account under Article 8 of the UCC, (ii) Customer has rights sufficient to grant the security interest by Customer to Affiliate, (iii) the Account is not subject to any lien, claim, or right of setoff or recoupment, no other party has control over the Account, and the Customer has not granted any other pledge, except for the rights of Affiliate and Securities Intermediary contemplated by this Agreement and all other agreements governing the Account, including without limitation the Customer Agreement (collectively, the “Account Agreements”).

b. Securities Intermediary represents and warrants to Affiliate that: (i) Securities Intermediary maintains the Account for Customer, (ii) Securities Intermediary has the authority to enter into this Agreement, (iii) to Securities Intermediary's knowledge, the Account is not subject to any lien, claim or right of setoff or recoupment, except for the rights of Affiliate and Securities Intermediary contemplated by the Account Agreements, (iv) the Account is a "securities account" as that term is defined in Section 8-501(a) of the UCC, (v) Securities Intermediary will treat all property credited to the Account as financial assets, and will maintain the account as a securities account, (vi) Securities Intermediary is a person that in the ordinary course of its business maintains securities accounts for others, is acting in that capacity with respect to the Account and is a "securities intermediary" with respect to the Account, as that term is defined in Section 8-102(a)(14) of the UCC, and (vii) Securities Intermediary does not have and will not assert any security interest except as expressly stated.

c. The parties agree that all property credited to the Account, including cash, shall be treated as financial assets for purposes of Article 8 of the UCC. Notwithstanding anything in the Account Agreements, Securities Intermediary’s jurisdiction for purposes of Section 8-110(e) of the UCC shall be the State of California. 

Section 2. Control by Affiliate

CUSTOMER, AFFILIATE, AND SECURITIES INTERMEDIARY AGREE THAT THE AFFILIATE HAS CONTROL OVER THE ACCOUNT WITHIN THE MEANING OF SECTION 8-106(d) OF THE UCC. SECURITIES INTERMEDIARY HEREBY AGREES THAT IT WILL COMPLY WITH ENTITLEMENT ORDERS ORIGINATED BY THE AFFILIATE DIRECTING THE DISPOSITION OR TRANSFER OF FINANCIAL ASSETS CREDITED TO THE ACCOUNT WITHOUT FURTHER CONSENT OF CUSTOMER.  SECURITIES INTERMEDIARY ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO COMPLY WITH ENTITLEMENT ORDERS ORIGINATED BY AFFILIATE WITHOUT FURTHER CONSENT OF CUSTOMER IS UNCONDITIONAL AND EFFECTIVE IMMEDIATELY UPON EXECUTION OF THIS AGREEMENT.

Each of the parties acknowledges and agrees that: (a) Notwithstanding Affiliate’s control over the Account within Section 8-106(d) of the UCC, Securities Intermediary may comply with entitlement orders originated by Customer unless and until Securities Intermediary receives a Trading Revocation Notice from Affiliate, (b) Securities Intermediary shall have no duty to investigate, monitor, or determine whether a default exists under any agreement between Customer and Affiliate, (c) Securities Intermediary has no obligation to enforce or attempt to enforce Affiliate’s security interest, and (d) Securities Intermediary may rely conclusively and will be protected in acting upon any writing or other documents which Securities Intermediary believes in good faith to be genuine and the Securities Intermediary will have no responsibility to inquire into the authority, enforceability, validity or any other aspect of any document’s execution.

Except as otherwise expressly provided in this Agreement, and effective upon Securities Intermediary’s receipt of a Trading Revocation Notice in the form of Appendix I attached hereto from Affiliate in accordance with Section 13 below: (a) Securities Intermediary shall comply only with entitlement orders or instructions regarding the Account originated by Affiliate, to the extent such entitlement orders or instructions are for amounts greater than any amounts subject to any lien, hold, setoff, or recoupment rights of Securities Intermediary under this Agreement and the Account Agreements, (b) Securities Intermediary may disregard any Customer instruction that conflicts with an instruction received from Affiliate, and (c) Securities Intermediary shall not comply with orders or instructions regarding the Account originated by Customer without Affiliate’s written consent, unless and until such time as Securities Intermediary receives a written notice from Affiliate rescinding the Trading Revocation Notice.

This Agreement does not create any obligation on Securities Intermediary except for those expressly set forth in this Agreement. Securities Intermediary is not at any time under any obligation or duty to monitor the value of the Account or the value or type of any financial assets therein. Securities Intermediary is acting solely in its capacity as Securities Intermediary and is not acting as fiduciary or agent for Affiliate. Securities Intermediary shall be entitled to rely conclusively upon any Trading Revocation Notice received from Affiliate and shall have no duty to investigate the circumstances giving rise to such notice. Securities Intermediary will not be liable to Customer or Affiliate for complying with any Trading Revocation Notice or any other instructions or entitlement orders originated by Affiliate. Customer acknowledges and agrees that Securities Intermediary may, but shall have no obligation to, provide Customer notice of Securities Intermediary’s receipt and implementation of any Trading Revocation Notice. 

Section 3. Subordination to Securities Intermediary of Affiliate’s Interests in the Account

Customer and Affiliate acknowledge that any rights or liens held by Affiliate in relation to the Account will be subordinate to any fees, commissions, overdrafts, margin obligations, settlement obligations, or other obligations under the Account Agreements owed to the Securities Intermediary arising in the ordinary course of maintaining the Account. Securities Intermediary may charge the Account for reasonable fees and expenses incurred in connection with this Agreement. In the event of any conflict between this Agreement and the Account Agreements, this Agreement shall control. Nothing in this Agreement shall limit or impair any rights or remedies of Securities Intermediary under the Account Agreements or applicable law, including any rights of lien, setoff, recoupment, margin, or liquidation.

Section 4. No Third-Party Control

Securities Intermediary represents and warrants to Affiliate  that it has not entered into another control agreement concerning the Account, and that Securities Intermediary will not enter into another control agreement concerning the Account without Affiliate’s consent.

Section 5. Limitation on Liability; Indemnity

Securities Intermediary shall not be liable for any claims, losses, damages, liabilities or expenses incurred by or asserted against Affiliate or Customer in connection with the Agreement, except those arising out of the gross negligence or willful misconduct of Securities Intermediary. In no event shall Securities Intermediary be liable for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Securities Intermediary may, with respect to questions of law, obtain the advice of counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.

Securities Intermediary shall not be liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, acts of civil or military authority, governmental actions, inability to obtain labor, material, equipment or transportation.

Affiliate agrees to indemnify Securities Intermediary, its affiliates, and their officers, directors, employees and agents, against all claims, losses, damages, liabilities, and expenses (including reasonable attorney’s fees and disbursements) which any such indemnified parties may incur arising out of this Agreement, except to the extent the claims, liabilities or expenses are caused by the gross negligence, willful misconduct or bad faith of any indemnified party.

Section 6. Termination; Survival

Affiliate may terminate this Agreement by written notice to Securities Intermediary.

Except as otherwise provided in this Section 6, this Agreement may be terminated by Securities Intermediary (a) by written notice delivered to Affiliate and Customer after the Account is closed, or (b) with the consent of the Affiliate.  

Any rights or remedies of Securities Intermediary provided for in this Agreement will survive termination of this Agreement.

Section 7. Successor Accounts; Proceeds

Securities Intermediary agrees that the Account will include the Account described in the Background section above, all financial assets credited to the Account; all cash balances, proceeds, dividends, and interest credited to the Account; all substitute or replacement securities; all cash sweep products, and any successor securities account maintained by Securities Intermediary as a continuation or replacement of the Account, unless Affiliate expressly agrees in writing prior to the transfer that the account into which such property is transferred will not be subject to this Agreement. Affilaite’s security interest in the Account and the financial assets extends to any proceeds thereof. Securities Intermediary shall not transfer the Account to another intermediary without Affiliate’s consent.

Section 8. Governing Law

This Agreement will be governed by the laws of the State of California, without regard to any conflict of law principle which gives effect to the laws of any other jurisdiction.

Section 9. Jurisdiction; Waiver of Venue. 

The Customer irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Affiliate or Securities Intermediary in any way relating to this Agreement or the transactions relating hereto, in any forum other than the courts of the State of California, and of the United States District Court for the Northern District of California, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such California State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Securities Intermediary or Affiliate may otherwise have to bring any action or proceeding relating to this Agreement against the Customer or its properties in the courts of any jurisdiction.

The Customer irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section 9.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 10. Entire Agreement; Amendments

This Agreement is the entire agreement of the parties concerning its subject matter and supersedes any prior agreements or contemporaneous oral agreements concerning its subject matter.

No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by each of Customer, Affiliate and Securities Intermediary.

Section 11. Severability

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

Section 12. Successors and Assigns

This Agreement shall be binding on the parties and their respective successors and assigns, provided that Customer may not assign any of its rights or obligations under this Agreement without first obtaining the written consent of Affiliate and Securities Intermediary.

Section 13. Notices

At any time after the execution of this Agreement, all notices (including, without limitation, a Trading Revocation Notice) shall be delivered as follows:

a. Notices from Affiliate to Securities Intermediary shall be delivered electronically or as otherwise specified by Securities Intermediary from time to time.

b. Notices from Securities Intermediary to Affiliate shall be delivered electronically or as otherwise specified by Affiliate from time to time.

c. Notices to Customer shall be delivered to the email address or street address shown in the records of the Securities Intermediary. 

Section 14. WAIVER OF JURY TRIAL 

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. 

Section 15. Setoff; Affiliate's Rights; Cross-Collateralization

All rights of setoff or recoupment set forth in this Agreement are in addition to, and not in lieu of, all other rights of setoff and recoupment available to Affiliate and Securities Intermediary. 

To the extent any security interest or right of setoff or recoupment, or any other right or remedy, granted by Customer to or for the benefit of Affiliate or Securities Intermediary is invalid or unenforceable in any jurisdiction at any time, such security interest, right or remedy, as applicable, shall be ineffective only to the extent of such invalidity or unenforceability, only for such duration and only in such jurisdiction, without impairing any other rights or remedies available to Affiliate or Securities Intermediary.

Section 16. Miscellaneous

The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by email or electronic signature platforms shall be as effective as signature pages containing original signatures.

Appendix I

Optional Form of Trading Revocation Notice

From: Airwallex Servicing (US) LLC (“Affiliate”) 

To: Airwallex Capital US LLC (“Securities Intermediary”) 

Date: ____________

NOTICE OF TRADING REVOCATION

We refer to the Securities Account Control Agreement by and among Securities Intermediary, Affiliate, and Customer. This notice constitutes a Trading Revocation Notice for the purposes of the Agreement. Pursuant to Section 2 of the Agreement, the Affiliate hereby notifies Securities Intermediary that, effective immediately upon receipt of this notice, Securities Intermediary shall cease complying with any entitlement orders or other instructions originated by or on behalf of the Customer with respect to the Account (as defined in the Agreement); and the Securities Intermediary shall comply solely with entitlement orders and other instructions originated by the Affiliate with respect to the Account (as defined in the Agreement), without further consent of the Customer.

Sincerely, 

Airwallex Servicing (US) LLC