Exhibit 10.11


 


Execution Copy


 


DEPOSIT ACCOUNT CONTROL AGREEMENT


 


This Deposit
Account Control Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)
is dated as of March 7th, 2018, and entered into by and among YAYYO,
INC., a Delaware corporation (“Depositor”), BELLRIDGE CAPITAL,
LP, a Delaware limited partnership (“Secured Party”), and Umpqua Bank
(“Bank”).


 


Recitals


 


A.           Pursuant
to the transactions contemplated by that certain Securities Purchase Agreement, dated as of March 8, 2018 (as the same may be amended,
restated, supplemented or otherwise modified from time to time) by and between Depositor and Secured Party, Depositor has granted
to Secured Party a security interest and lien upon deposit account number 4864621356 (as such account may be renumbered by Bank),
along with all credits or proceeds thereto and all monies, checks, and other instruments held or deposited therein, maintained
by Depositor at Bank (“Deposit Account”).


 


B.           In
connection therewith, Depositor and Secured Party request that Bank enter into a deposit account control agreement with regard
to the Deposit Account. Bank is willing to do so upon the terms and conditions contained herein.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:


 


Agreement


 


1.          Deposit
Agreements. The terms and conditions of this Agreement are in addition to any deposit account
agreements and other related agreements that Depositor has with Bank, including, without limitation, all agreements concerning
banking products and services, treasury management documentation, account booklets containing the terms and conditions of the Deposit
Account, signature cards, fee schedules, disclosures, specification sheets, and change of terms notices (collectively, “Deposit
Agreements”). The provisions of this Agreement shall supersede the provisions of the
Deposit Agreements only to the extent the provisions herein are inconsistent with the Deposit Agreements, and in all other respects,
the Deposit Agreements shall remain in full force and effect.


 


2.          Security
Interest. Depositor represents and warrants that it has the legal right to pledge the Deposit
Account to Secured Party, that the funds in the Deposit Account are not held for the benefit of a third party, and that there are
no perfected liens or encumbrances with respect to the Deposit Account. Except as set forth in Section 5 below, Depositor will
not permit the Deposit Account to become subject to any other pledge, assignment, lien, charge, or encumbrance of any kind, other
than the security interest of the Secured Party. Bank represents and warrants to the Secured Party that it has not entered into
any other account control agreements with any other party relating to the Deposit Account.


 


3.          Control.
In order to provide Secured Party with control over the Deposit Account, Depositor, Bank, and
Secured Party agree, subject to the terms and conditions set forth herein, that Bank shall comply with all written instructions
originated by Secured Party directing disposition of the funds in the Deposit Account without any further consent from Depositor,
even if such instructions are contrary to any of Depositor’s instructions or demands or result in Bank dishonoring items which
may be presented for payment. Depositor agrees that written instructions from Secured Party may include instructions to transfer
funds to or for the benefit of Secured Party or any other person or entity and instructions to close the Deposit Account.


 




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4.          Access
to Deposit Account. The Deposit Account shall be under the sole control of Secured Party and Bank will comply with Secured
Party’s written instructions with regard to the Deposit Account, including written instructions originated by Secured
Party directing disposition of the funds in the Deposit Account, subject to the terms of this Agreement and applicable law. In
all cases, Secured Party shall promptly contact Bank to confirm Bank’s receipt of Secured Party’s written instructions.
In connection with Secured Party’s written instructions, Bank shall not be required to provide extraordinary services or
documentation regarding the Deposit Account unless Bank confirms that such extraordinary services or documentation are available.
If there is any additional cost associated therewith, Depositor agrees to pay such additional cost. Deductions for any amounts
otherwise reimbursable to Bank as provided in Section 5 may be made before any funds are remitted to Secured Party pursuant to
this Section 4.


 


5.          Subordination
by Bank. Depositor and Bank acknowledge and recognize Secured Party’s continuing security interest in the Deposit Account
and in all items deposited in the Deposit Account and in the proceeds thereof. Except for the amounts set forth in this Section
5 and except for any security interest that Bank has under Article 4 of the Uniform Commercial Code, Bank hereby subordinates
any statutory or contractual right or claim of offset or lien resulting from any transaction which involves the Deposit Account
to Secured Party’s security interest until this Agreement is terminated. Notwithstanding the preceding sentence, nothing
herein constitutes a waiver of, and Bank expressly reserves all of its present and future rights with respect to: (a) fees and
expenses related to the Deposit Account (“Fees”);
(b) any checks, ACH entries, wire transfers, merchant card transactions, or other paper or electronic items which were
deposited or credited to the Deposit Account that are returned, reversed, refunded, adjusted, or charged back for insufficient
funds or for any other reason (“Returned Items”);
and (c) obligations and liabilities connected with the Deposit Account that arise out of any treasury management services
provided by Bank, its subsidiaries or affiliates, including, but not limited to, ACH, merchant card, zero balance account, sweeps,
controlled disbursement or payroll (“Overdrafts”).
Bank may charge the Deposit Account to cover Fees, Returned Items, and Overdrafts. If there are insufficient funds in the
Deposit Account to cover the Fees, Returned Items, and Overdrafts, Depositor agrees to immediately reimburse Bank for the amount
of such shortfall. If Depositor fails to pay the amount demanded by Bank, Secured Party agrees to reimburse Bank within fifteen
(15) Business Days of demand thereof by Bank for any Fees, Returned Items, and Overdrafts
to the extent of the amount of any funds from the Deposit Account were transferred pursuant to the written instructions of Secured
Party, and provided that Secured Party received written demand for such reimbursement within one-hundred-eighty (180) days after
the transfer of such funds from the Deposit Account at the written instruction of Secured Party. As used in this Agreement, “Business
Day” means any day other than Saturday, Sunday, or any other day on which commercial
banks in Oregon are authorized or required by law to close.


 




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6.          Exculpation
of Bank. Depositor and Secured Party agree that Bank shall incur no liability
to either of them for any loss or damage that either or both may claim to have suffered or incurred, either directly or
indirectly, by reason of this Agreement or any transaction or service contemplated by the provisions hereof unless it is
finally adjudicated by a court of competent jurisdiction that such loss or damage was directly caused by Bank’s gross
negligence or willful misconduct. In no event, shall Bank be liable to Depositor or Secured Party for any of the following:
(a) failing to follow any written instructions of Secured Party that (i) require the disposition of funds in the Deposit
Account by a method not available to Depositor under the Deposit Agreements (provided that Bank acknowledges that disposition
of funds in the Deposit Account by wire transfer or checks are available to the Depositor under the Deposit Agreements), (ii)
in Bank’s reasonable belief, would result in Bank failing to comply with a statute, rule, regulation, or guideline of
any governmental body or an order or process binding upon Bank, or (iii) require the disposition of funds that are not
immediately available in the Deposit Account; (b) wrongful dishonor of any item as a result of Bank following any of Secured
Party’s written instructions; or (c) failing to comply or delaying in complying with any Secured Party’s
instructions or any provision of this Agreement due to a computer malfunction, legal constraint, emergency condition, fire,
war, terrorist act, riot, theft, flood, earthquake, or other natural disaster, acts of God, interruption of
communication facilities, labor difficulties or other cause beyond Bank’s reasonable control. IN NO EVENT WILL BANK
BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT DAMAGES, LOST PROFITS, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHICH ARISE OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES CONTEMPLATED BY THIS AGREEMENT EVEN IF BANK HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES. Other than pursuant to the last sentence of Section 2 above,
Bank makes no representation or warranty regarding, and shall not have any responsibility for, the creation, attachment,
perfection, or priority of Secured Party’s purported security interest in the Deposit Account or any present or future
adverse liens, claims, or encumbrances against the Deposit Account, and Bank shall have no liability to Depositor or Secured
Party under this Agreement for any claim, damage, loss, cost, or expense resulting from, arising out of, or relating to such
matters.


 


7.          Indemnity.
Depositor agrees to defend (with counsel reasonably acceptable to Bank), indemnify, and hold Bank and its parent companies, subsidiaries,
affiliates, directors, shareholders, officers, employees, representatives, attorneys, successors, and assigns (collectively “Depository
Bank”) harmless from and against any and all claims, causes of action, losses,
liabilities, costs, damages, and expenses, including, without limitation, reasonable legal and accounting fees and attorney fees
(collectively, “Claims”), arising
out of or in any way related to this Agreement except to the extent the Claims are finally adjudicated by a court of competent
jurisdiction to be directly caused by Bank’s gross negligence or willful misconduct. Without regard to Depositor’s indemnification
obligations to Bank, Secured Party agrees to defend (with counsel reasonably acceptable to Bank), indemnify, and hold Depository
Bank harmless from and against any and all Claims arising out of or related to Bank’s compliance with any instruction given by
Secured Party; provided, that, notwithstanding anything to the contrary herein (i) such indemnification obligation shall not apply
to the extent the Claims are finally adjudicated by a court of competent jurisdiction
to be directly caused by Bank’s gross negligence or willful misconduct and (ii) Depositary Bank shall not make a claim of indemnity
against the Secured Party unless it has first made such claim of indemnity to the Depositor and the Depositor has failed to satisfy
the claim within 15 Business Days after the Depository Bank made the claim of indemnity. Secured Party’s obligations to Bank hereunder
shall in no way operate to release Depositor from its obligations to Secured Party and shall not impair any rights or remedies
of Secured Party to collect any such amounts from Depositor.


 




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8.          Bank’s
Responsibility. The duties of Bank are strictly limited to those set forth in this
Agreement Nothing within this Agreement shall create any agency, fiduciary, joint venture, or partnership relationship between
Bank and Depositor or Secured Party. Bank will have no fiduciary duties under this Agreement to any party. Bank shall be protected
in relying on any form of instruction, notice, or other communication purporting to be from an authorized representative of Secured
Party. Bank shall have no duty to inquire as to the genuineness, validity, or enforceability of any such instruction, notice, or
communication even if Depositor notifies Bank that Secured Party is not legally entitled to originate any such instruction, notice,
or communication.


 


9.          Deposit
Account Information. If Secured Party so requests and at Depositor’s expense, to the extent that Bank has the operational ability
to do so, Bank will provide to Secured Party, whether by first class mail, Internet access or otherwise, a copy of each periodic
account statement relating to the Deposit Account ordinarily furnished by Bank to Depositor. Depositor authorizes Bank to provide
to Secured Party, whether by first class mail, Internet access, or otherwise, such statements and any other information concerning
the Deposit Account that Bank may agree to provide to Secured Party at Secured Parry’s request. Bank will have no liability for
providing or failing to provide any such statement or other information related to the Deposit Account pursuant to the terms of
this Agreement.


 


10.         Termination.
This Agreement shall continue in full force and effect until terminated (a) by Bank upon not less than thirty (30) calendar days’
written notice to each of the other parties, (b) by Secured Party upon written notice to Bank, or (c) by Depositor with the prior
written consent of Secured Party. Notwithstanding the foregoing, Bank may immediately and automatically close the Deposit Account
and terminate the Agreement (a) in the event that Bank reasonably believes that any fraudulent activity has or is occurring with
regard to the Deposit Account or (b) if Bank becomes obligated to close the Deposit Account or terminate this Agreement under any
statute, rule, or regulation, or any other order or process binding upon Bank; provided that Bank shall give prompt written notice
of such termination to Depositor and Secured party to the extent allowed under applicable law. In addition, Bank may terminate
this Agreement upon ten (10) calendar days’ written notice to the other parties if Depositor or Secured Party is in material breach
of the Deposit Agreement or this Agreement, including, without limitation, Depositor’s or Secured Party’s failure to reimburse
Bank pursuant to Section 5 above. In the event of any termination, all fees incurred under this Agreement shall become immediately
due and payable in full. This Agreement shall automatically terminate upon (a) Bank’s receipt of written notice from Secured Party
of the payment in full of all of Depositor’s obligations due and owing to Secured Party or (b) the closure of the Deposit Account
(provided, however, that Depositor hereby covenants to Secured Party that Depositor will not close the Deposit Account without
the prior written consent of Secured Party). Prior to the termination of this Agreement by the Bank, and unless otherwise prohibited
by order or law, Bank will (at the cost and expense of Depositor) remit any available funds in the Deposit Account on the date
of termination to Secured Party. Deductions for any amounts otherwise reimbursable to Bank as provided in this Agreement may be
made before any funds are remitted. Termination of this Agreement shall not affect the rights or obligations of any party hereto
with respect to the period prior to such termination. Specifically, the rights of Bank and the obligations of Depositor and Secured
Party under Sections 5, 6, and 7 of this Agreement shall survive the termination of this Agreement.


 




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11.         Legal
Process and Insolvency. In the event Bank receives any form of legal process concerning the Deposit Account, including, without
limitation, court orders, levies, garnishments, attachments, and writs of execution, or in the event Bank learns of any insolvency
proceeding concerning Depositor, including, without limitation, bankruptcy, receivership, and assignment for the benefit of creditors,
Bank will respond to such legal process or knowledge of insolvency in the normal course or as required by law and shall not be
in violation of this Agreement for so doing. Bank shall promptly notify Secured Party in writing of the occurrence of any such
event set forth in the preceding sentence.


 


12.         Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon (without giving effect
to its choice of law provisions) and applicable federal laws and regulations. The parties agree that Oregon is the “bank’s
jurisdiction” for purposes of the Uniform Commercial Code.


 


13.         Notices.
Except as otherwise provided in this Agreement, all communications given by any party to another required under this Agreement
must be in writing, directed to the party at its address(es) as set forth below (or at such other address as such party may hereafter
specify in a written notice given to the other parties in accordance with this Section 13) and shall be delivered by hand, sent
by nationally-recognized overnight, receipted delivery service, or sent by registered/certified United States mail. Any such communication
shall be deemed delivered if delivered by: (a) hand, on the date and time that such communication shall have been delivered, in
hand, with proof of receipt by signature, (b) nationally-recognized overnight, receipted delivery service, on the date and time
that such communication shall have been delivered and receipted by such delivery service with proof of receipt by signature, or
(c) registered or certified United States mail, on the date and time that such communication shall have been delivered and receipted
by the United States Postal Service with proof of receipt by signature. Notwithstanding anything to the contrary in this Section
13, any communication hereunder to Bank (including, without limitation, a Notice of Exclusive Control) made by (or believed in
good faith by Bank to be made by) Secured Party or Depositor and confirmed to have been delivered after 2:00 pm Pacific Time on
a Business Day or delivered on a day that is not a Business Day, shall be deemed delivered to Bank at the opening of the next Business
Day. In all circumstances, Bank shall have a reasonable period of time (not to exceed two (2) Business Days) to act on Secured
Parry’s instructions. Bank may elect in its sole and absolute discretion to accept a communication delivered in a method other
than as set forth above.


 


	Depositor	Yayyo, Inc.
	 	Attn: Ramy El-Batrawi
	 	433 North Camden Dr. Suite 600
	 	Beverly Hills, CA 90210
	 	Telephone:310497-6957
	 	E-mail: ramy@yayyo.com


 




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	Secured Party:	Bellridge Capital, LP
	 	c/o Bellridge Capital, LLC 
	 	515 E. Las Olas Boulevard 
	 	Suite 120A
	 	Fort Lauderdale, Florida 33301
	 	Attn: Robert Klimov, Managing Partner
	 	 
	Bank:	Umpqua Bank
	 	16501 Ventura Blvd, Suite 101 
	 	Encino, CA 91436
	 	Attn: Gary Ketenchian, Store Manager
	 	Telephone: 818-464-9700
	 	E-mail; garyketenchian@umpquabank.com
	 	 
	 	and
	 	 
	 	Umpqua Bank
	 	Attn: Operations Legal Process Management OR0047 
	 	P.O. Box 1820 
	 	Roseburg, OR 97470


 


14.         Successors
and Transferees. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors
and other transferees permitted under this section. An assignment of a party’s rights or duties under this Agreement without the
prior written consent of the other parties will be void except Bank, without the consent of Secured Party or Depositor, may transfer
its rights and duties to a transferee to which, by contract or operation of law, Bank transfers the Deposit Account.


 


15.         Entire
Agreement/Amendments/Headings. This Agreement, the Deposit Agreements (provided that in the event of any conflict between the
terms of the Deposit Agreements and this Agreement, the terms of this Agreement shall control), and the instructions and notices
required or permitted to be executed and delivered hereunder set forth the entire agreement of the parties with respect to the
subject matter hereof. This Agreement may be amended only with the prior written consent of all parties hereto. None of the terms
of this Agreement may be waived except as Bank may consent thereto in writing. No delay on the part of Bank in exercising any right,
power, or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise of any right, power, or
privilege hereunder preclude other or further exercise thereof or the exercise of any right, power, or privilege. The rights and
remedies specified herein are cumulative and are not exclusive of any rights or remedies which Bank would
otherwise have. All headings in this Agreement are included herein for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions of this Agreement.


 


16.         Severability.
If any term, condition, or provision of this Agreement is held to be invalid or unenforceable,
the offending term, condition, or provision will be struck, and the remainder of this Agreement will not be affected thereby.


 




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17.         Jury
Trial Waiver. TO THE FULLEST EXTENT ALLOWED BY LAW, THE PARTIES AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH
COUNSEL, EACH KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND WITHOUT COERCION, WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR SERVICES RENDERED IN CONNECTION WITH THIS AGREEMENT. IN ADDITION, TO THE FULLEST
EXTENT ALLOWED BY APPLICABLE LAW, THE PARTIES AGREE THAT ALL DISPUTES, CLAIMS, AND CONTROVERSIES BETWEEN THEM ARISING UNDER OR
RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT AND TORT CLAIMS, SHALL BE BROUGHT IN THEIR INDIVIDUAL CAPACITIES
AND NOT AS A PLAINTIFF OR CLASS MEMBER EN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.


 


18.         Counterparts.
This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed an original and all of which
when taken together shall constitute one and the same Agreement. Signature pages may be detached from separate counterparts and
attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission
shall be effective as delivery of a manually executed counterpart thereof.


 


	DEPOSITOR:	 	SECURED PARTY:
	 	 	 
	YAYYO, INC	 	BELLRIDGE CAPITAL, LP
	 	 	 	 	 
	By:	/s/ Ramy El-Batrawi	 	By:	/s/ Robert Klimov
	 	 	 	 	 
	Name:	Ramy El-Batrawi	 	Name:	Robert Klimov (Boris Klimov)
	 	 	 	 	 
	Title:	CEO	 	Title:	Managing Partner


 


	BANK:	 
	 	 
	UMPQUA BANK	 
	 	 
	By:	/s/ Gary Kitmehion	 
	 	 
	Name: Gary Kitmehion	 
	 	 
	Title: VP/ Store Manager	 


 




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