Exhibit 10.13


 


August 20, 2021


 


East West Bank


135 N. Los Robles Avenue


Pasadena,
CA 91101


 


Re: Newegg
Business Inc. - Account Number 8045003673 (the “B2B Account”)


 


Ladies and Gentlemen:


 


East West Bank
serves as the administrative and collateral agent (East West Bank, in such capacities, the “Agent”) for the Lenders
to Newegg Commerce, Inc., a British Virgin Islands business company, and its affiliates (collectively, the “Borrowers”),
under the Revolving Credit and Security Agreement, dated as of the date hereof, among the Borrowers, such Lenders and the Agent (the “Newegg
Credit Agreement”). All initially capitalized terms used in this letter agreement without definition shall have the respective
meanings assigned to such terms in the Newegg Credit Agreement.


 


In connection
with the Newegg Credit Agreement, the Borrowers have established deposit accounts with East West Bank (East West Bank in its capacity
as the depository bank for such accounts, the “Depository Bank”). This depository relationship includes the relationship
between the Depository Bank and Newegg Business Inc. with respect to the B2B Account referred to above, into which Newegg Business Inc.
causes its “business-to-business” (“B2B”) customers to remit receivable payments, customer deposits, and
other amounts relating to the Borrowers’ sales or services to their B2B customers. One or more of the Borrowers also maintains with
the Depository Bank the account number ending in 0041 (the “Control Account”).


 


This letter
agreement shall confirm the agreement among the Agent, the Depository Bank, and the Borrowing Agent (for itself and on behalf of all other
Borrowers) as to the administration of the B2B Account and the Control Account. In particular, the parties hereby agree as follows:


 


1.
Agent’s Control Over the B2B Account. The Agent and the Borrowing Agent hereby notify the Depository Bank that the
Borrowers have granted the Agent a security interest in and Lien on the B2B Account, the Control Account, and any and all other deposit
accounts now existing or hereafter established by any Borrower that are maintained with the Depository Bank. The Depository Bank hereby
agrees to follow all instructions provided by the Agent to the Depository Bank with respect to the B2B Account, the Control Agreement,
and any other deposit account of any Borrower that now or hereafter is maintained with the Depository Bank (each, an “Other Deposit
Account”), contained in any notice from the Agent to the Depository Bank of the occurrence of either a Cash Dominion Event or
an Event of Default under the Newegg Credit Agreement (a “Notice of Control”), without any further consent of the Borrowing
Agent or any other Borrower. It is the express intention of the parties that this letter agreement shall constitute and function as
a “deposit account control agreement” within the meaning of Division 9 of the California Commercial Code (the “California
UCC”), with the consequence that the Agent’s security interest in and Lien on the B2B Account, the Control Account and
any and all Other Deposit Accounts shall be perfected by “control” within the meaning of Division 9 of the California UCC.


 




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2.
Borrowers’ Rights to B2B Account Prior to Agent’s Issuance of a Notice of Control; No Borrower Rights in Control
Account. At any and all times prior to the date that the Agent delivers a Notice of Control to the Depository Bank, Newegg Business
Inc. and the other Borrowers shall have full, unrestricted access to the B2B account and to any Other Deposit Account except the Control
Account. Such rights shall include the right to make transfers of funds out of, withdrawals of funds from, or otherwise to transact business
in, the B2B Account or any Other Deposit Account. For the avoidance of doubt, the parties acknowledge that the Control Account is a “blocked”
Collateral collections account that is to be used only for applying funds on deposit therein to reduce the Borrowers’ loan balance
and other Obligations to the Agent and the Lenders under the Newegg Credit Agreement. In no event shall the Borrowers have any right of
access to the Control Account or any funds from time to time on deposit therein.


 


3.
Forwarding of B2B Account Balances After Notice of Control. Following the Depository Bank’s receipt of a Notice of
Control from the Agent with respect to the B2B Account or any Other Account, on each banking day, the Depository Bank shall transfer the
entire available balance in the B2B Account or in such Other Account to the Control Account. The Agent shall apply all such transferred
balances to reduce the Borrowers’ outstanding loan balances and other Obligations to the Agents and the Lenders under the Newegg
Credit Agreement.


 


Please sign
this letter in the space provided below to indicate your agreement to the terms of this letter. The Borrowing Agent has signed this letter
agreement below, for itself and on behalf of the other Borrowers, to confirm the Borrowers’ agreement to the foregoing.


 


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follows]


 




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	 	Very truly yours,
	 	 
	 	THE AGENT:
	 	 
		EAST WEST BANK,
		as Agent
	 	 	 
	 	By:	/s/ Linda Lee
	 	 	Linda Lee
		 	Senior Vice President
	 	 	 
		ACNOWLEDGED AND AGREED:
	 	 	 
		BORROWING AGENT:
	 	 
	 	NEWEGG INC.,
		as Borrowing Agent
	 	 
	 	By:	/s/ Anthony Chow
	 	Name:	Anthony
    Chow
	 	Title:	Chief Executive Officer



 


	Accepted and agreed to	 
	as of the date first above written:	 
	 	 	 
	DEPOSITORY BANK:	 
	 	 
	EAST WEST BANK,	 
	as Depository Bank	 



 


	By:	/s/ Linda Lee         	 
	Name: 	Linda Lee	 
	Title:	Senior Vice President	 



 


Letter Agreement Regarding
Deposit Accounts