Form 8-K

8-K — Melar Acquisition Corp. I/Cayman

Accession: 0001213900-26-056615

Filed: 2026-05-14

Period: 2026-05-08

CIK: 0002016221

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0290596-8k425_melaracq1.htm (Primary)

EX-10.1 — INTERCREDITOR AGREEMENT, DATED AS OF MAY 8, 2026, BY AND AMONG MELAR ACQUISITION CORP. I, MELAR CAPITAL GROUP LLC, YA II PN, LTD., EVERLI GLOBAL INC., SALVATORE PALELLA, AND PALELLA HOLDINGS LLC (ea029059601ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT

PURSUANT TO SECTION 13

OR 15(d) OF THE

SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of

earliest event reported): May 8, 2026

Melar Acquisition Corp. I

(Exact name of registrant

as specified in its charter)

Cayman Islands

001-42134

87-1634103

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

143 West 72nd Street, 4th Floor, New York, NY

10023

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone

number, including area code: (702) 781-1120

Not Applicable

(Former name or former

address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☒ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

MACIU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

MACI

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

MACIW

The Nasdaq Stock Market LLC

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into

a Material Definitive Agreement.

May 8, 2026, Melar Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Melar Capital Group LLC, a

New York limited liability company (“Melar Capital”) (collectively and individually, the “Melar Lender”) entered

into an Intercreditor Agreement (the “Intercreditor Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited company

(the “YA Lender”), Everli Global Inc., a Nevada corporation, for itself and on behalf of its subsidiaries (collectively, “Everli”),

Salvatore Palella, a resident of the State of Connecticut (“Palella”), and Palella Holdings LLC, a Delaware limited liability

company (the “Pledging Stockholder”). The Intercreditor Agreement governs the respective rights, priorities and obligations

of the Melar Lender and the YA Lender with respect to all indebtedness, liabilities and obligations of Everli, its subsidiaries, the Pledging

Stockholder, Palella, and certain other guarantors and pledgors under the applicable loan documents, owed to the Melar Lender and the

YA Lender under certain promissory notes issued by Everli to each of the Melar Lender and the YA Lender (collectively, the “Lender

Indebtedness”), and the related guarantees and security interests.

Pursuant to the Intercreditor

Agreement, the Melar Lender and the YA Lender have agreed that the indebtedness evidenced by promissory notes issued to the Melar Lender

and the promissory notes issued to the YA Lender shall rank pari passu in right of payment and security, without preference or priority

of any kind, such that each lender is entitled to share equally and ratably in any payments, proceeds or recoveries with respect thereto.

In furtherance of this arrangement, the Intercreditor Agreement provides that all principal payments, prepayments, and other distributions

made by or on behalf of Everli in respect of the Lender Indebtedness shall be applied and distributed to the Melar Lender and the YA Lender

on a pro rata basis in accordance with the outstanding amounts owed to each such lender. Payments of accrued interest, fees or premiums

under the terms of the promissory notes, attorneys fees and expenses and the conversion amount of outstanding loans and certain other

specified items are excluded from the allocation of pari passu payments. Everli is also required to provide prior written notice to both

lenders, at least three (3) business days in advance, of any intended principal payment.

The Intercreditor Agreement

provides that the Melar Lender and the YA Lender will share, on an equal and pari passu basis, a first-priority, perfected security interest

in Everli’s collateral which consists of substantially all assets of Everli and its subsidiaries, and Everli may not grant a lien

to one lender without granting a substantially similar lien to the other, subject to customary exceptions. Each lender has also consented

to the other’s loan documents and agreed that such arrangements do not constitute a default under its own financing agreements.

In addition, the Intercreditor

Agreement establishes a bailment structure pursuant to which, upon the YA Lender funding at least $5,000,000, the Melar Lender will transfer

possession of certain pledged collateral to the YA Lender to hold as bailee for both lenders. The Intercreditor Agreement further provides

for coordination between the lenders in the event of bankruptcy or insolvency proceedings, including waivers of certain rights, to ensure

an orderly and equitable distribution of proceeds.

Aside from the relationship

contemplated by the Intercreditor Agreement, there is no material relationship between the Company and YA Lender. As previously disclosed,

the Company entered into an Agreement and Plan of Merger, dated as of July 30, 2025 and as amended on October 2, 2025 and December 8,

2025 (the “Merger Agreement”), with Everli, Palella and other parties named therein, with the Pledging Stockholder as the

majority shareholder of Everli, for a proposed business combination (the “Business Combination”).

The foregoing description

of the Intercreditor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Intercreditor

Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Additional Information

and Where to Find It

connection with the Business Combination, Melar and Everli intend to file a registration statement on Form S-4 (the “Registration

Statement”) with the Securities and Exchange Commission (the “SEC”), which will include a proxy statement to Melar shareholders

and a prospectus for the registration of Melar’s securities to be issued in connection with the Business Combination. After the

Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be

mailed to the shareholders of Melar as of a record date to be established for voting on the Business Combination and will contain important

information about the Business Combination and related matters. Shareholders of Melar and other interested persons are advised to read,

when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will

contain important information about Melar, Everli and the Business Combination. Shareholders and other interested persons will also be

able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials

in connection with the Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing

a request to: Melar Acquisition Corp. I, 143 West 72nd Street, 4th Floor, New York, NY 10023, United States, Attn: Gautam Ivatury, Chairman

& Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this Current

Report on Form 8-K in each case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.

BEFORE

MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF MELAR ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS

AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Participants in

the Solicitation

Melar,

Everli and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be

deemed to be participants in the solicitation of proxies of Melar’s shareholders in connection with the Business Combination. Investors

and security holders may obtain more detailed information regarding the names, affiliations and interests of Melar’s directors and

officers in Melar’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation

of proxies to Melar’s shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus

for the Business Combination when available. Information concerning the interests of Melar’s and Everli’s participants in

the solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in

the proxy statement/prospectus relating to the Business Combination when it becomes available.

No Offer or Solicitation

This

Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities

and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval,

nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior

to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except

by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws with respect to

the parties and the Business Combinations. Melar’s and/or Everli’s actual results may differ from their expectations, estimates

and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking

statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions

and other statements that are other than statements of historical facts. No representations or warranties, express or implied are given

in, or in respect of, this Current Report on Form 8-K. These forward-looking statements generally are identified by the words “believe,”

“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”

“future,” “opportunity,” “potential,” “plan,” “may,” “should,”

“will,” “would,” “will be,” “will continue,” “will likely result,” and similar

expressions.

These

forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not

limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement

with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against the parties following

the announcement of the Business Combination and definitive agreements with respect thereto; (3) the inability to complete the Business

Combination, including due to failure to obtain approval of the shareholders of Everli and Melar or other conditions to closing of the

Business Combination (the “Closing”); (4) the inability to obtain or maintain the listing of the public company’s shares

on The Nasdaq Stock Market LLC or another national securities exchange following the Business Combination; (5) the ability of Melar to

remain current with its SEC filings; (6) the risk that the Business Combination disrupts current plans and operations as a result of the

announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination,

which may be affected by, among other things, competition, the ability of Melar and Everli after the Closing to grow and manage growth

profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations;

(10) the inability of Everli to implement business plans, forecasts, and other expectations after the completion of the Business Combination;

(11) the risk that additional financing in connection with the Business Combination, or additional capital needed following the Business

Combination to support Everli’s business or operations, may not be raised on favorable terms or at all; and (12) other risks and

uncertainties included in documents filed or to be filed with the SEC by Melar and/or Everli.

The

foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties

described in the “Risk Factors” section of the Registration Statement referenced above when available and other documents

filed by Melar and Everli from time to time with the SEC. These filings will identify and address other important risks and uncertainties

that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not

place undue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither

Melar nor Everli presently knows, or that Melar and/or Everli currently believe are immaterial, that could cause actual results to differ

from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned

not to place undue reliance upon any forward-looking statements in this Current Report on Form 8-K. Past performance by Melar’s

or Everli’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not

place undue reliance on the historical record of the performance of Melar’s or Everli’s management teams or businesses associated

with them as indicative of future performance of an investment or the returns that Melar or Everli will, or may, generate going forward.

Neither Melar nor Everli undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances

that arise after the date of this Current Report on Form 8-K, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1+†

Intercreditor Agreement,

dated as of May 8, 2026, by and among Melar Acquisition Corp. I, Melar Capital Group LLC, YA II PN, Ltd., Everli Global Inc., Salvatore

Palella, and Palella Holdings LLC.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

+ Certain

schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Melar will provide a copy

of such omitted materials to the SEC or its staff upon request.

† Certain

personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

MELAR ACQUISITION CORP. I

By:

/s/ Gautam Ivatury

Name:

Gautam Ivatury

Title:

Chief Executive Officer

Dated: May 14, 2026

EX-10.1

Filename: ea029059601ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

Certain personally identifiable information

has been omitted from this exhibit pursuant to

Item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT

(this “Agreement”) is made as of the 8th day of May, 2026 (the “Effective Date”), by and among Melar

Acquisition Corp. I, a Cayman Islands exempted company (“Melar Acquisition”), and Melar Capital Group LLC, a New York

limited liability company (“Melar Capital”) (collectively and individually, the “Melar Lender”),

YA II PN, Ltd., a Cayman Island exempt limited company (the “YA Lender”), Everli Global Inc., a Nevada corporation,

for itself and on behalf of its subsidiaries (collectively, “Maker”), Salvatore Palella, a resident of the State of

Connecticut (“Palella”), and Palella Holdings LLC, a Delaware limited liability company (“Holdings”).

RECITALS

A. As

of the date hereof, Maker and Melar Lender have entered into those certain promissory notes and pledge agreements set forth on Schedule

A and Schedule A-1 hereto and made a part hereof (and together with the Melar Notes (as defined below) and any other documents,

agreements, instruments and Guaranties (as defined below) evidencing, in respect of, relating to, or guaranteeing or securing any loans

which have been advanced, loaned or extended by Melar Lender to Maker prior to the Effective Date or which may be advanced, loaned or

extended by Melar Lender to Maker from and after the date hereof, collectively, as amended, restated, supplemented or otherwise modified

from time to time, the “Melar Loan Documents”), pursuant to which, among other things, (i) the Melar Lender has made,

or has agreed to make, certain loans and advances to Maker as more particularly set forth therein, (ii) Maker, for itself and on behalf

of its subsidiaries, has granted, or has agreed to grant, a continuing, first priority, perfected security interest in, and lien upon,

all of Maker’s and its subsidiaries’ respective interests in the Maker Collateral (as therein defined), (iii) Maker’s

subsidiaries have guaranteed or have agreed to guarantee, the obligations of Maker under the Melar Loan Documents in favor of Melar Lender

as more particularly set forth therein, (iv) Maker Subsidiaries have granted, or have agreed to grant, a continuing, first priority, perfected

interest in and lien upon the Pledged Collateral (as therein defined), (v) Palella and Holdings have guaranteed, or have agreed to guarantee,

the obligations of Maker under the Melar Loan Documents in favor of Melar Lender as more particularly set forth therein, and (vi) the

Pledging Stockholder has granted, or have agreed to grant, a continuing, first priority, perfected security interest in and lien upon

the Pledged Shares (as therein defined).

B. As

of the date hereof, Maker and YA Lender have entered into the YA Note Purchase Agreement (as defined below) and the Convertible Promissory

Note set forth on Schedule B and Schedule B-1 hereto and made a part hereof (and together with the YA Notes (as defined

below) and any other documents, agreements, instruments, and Guaranties evidencing, in respect of, relating to, or guaranteeing or securing

any loans which have been advanced, loaned, extended by YA Lender to Maker pursuant to the terms of the YA Note Purchase Agreement and

any YA Note prior to the Effective Date or which may be advanced, loaned or extended by YA Lender to Maker from and after the date hereof

pursuant to the YA Note Purchase Agreement or any YA Note, collectively, as amended, restated, supplemented or otherwise modified from

time to time, the “YA Loan Documents”), pursuant to which, among other things, (i) the YA Lender has made, or has agreed

to make, certain loans and advances to Maker as more particularly set forth in the YA Note Purchase Agreement, (ii) Maker, on behalf of

its subsidiaries, has agreed that such subsidiaries shall guarantee (and such subsidiaries as of the Effective Date have guaranteed) the

obligations of Maker under the YA Loan Documents, (iii) Maker, for itself and on behalf of its subsidiaries, and its subsidiaries has

granted, or has agreed to grant, a continuing, first priority, perfected security interest in and lien upon all of Maker’s and its

subsidiaries’ respective property and assets as more particularly set forth Security Documents (as defined in the YA Note Purchase

Agreement), (iv) Palella and Holdings have guaranteed, or have agreed to guarantee, the obligations of Maker under the YA Loan Documents

in favor of YA Lender as more particularly set forth in the YA Note Purchase Agreement, and (v) the Pledging Stockholder has granted,

or have agreed to grant, a continuing, first priority, perfected security interest in and lien upon certain of their respective property

and assets as more particularly defined in the Security Documents (as defined in the YA Note Purchase Agreement).

C. It

is contemplated by the YA Note Purchase Agreement that Melar Lender and YA Lender shall enter into an intercreditor agreement.

D. Melar

Lender and YA Lender desire to enter into this Agreement in order to set forth certain of their relative rights under the Melar Loan Documents

and the YA Loan Documents as herein provided.

NOW, THEREFORE, for

good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

ARTICLE

DEFINED TERMS

Section 1.01 Certain

Definitions. The following terms shall have the meanings herein specified unless the context otherwise requires (such meanings to

apply to such terms in both the singular and plural forms):

“Affiliate”

of any Person shall mean, as of the time of determination of affiliation, any other Person that, directly or indirectly, through one or

more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including

the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the

power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities,

by contract or otherwise.

“Bankruptcy Code”

shall have the meaning set forth in the definition of “Insolvency Proceeding”.

“Business Day”

shall mean day other than a Saturday, Sunday or other day on which banks in New York, New York are authorized or required by law to be

closed, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York

are generally open for use by customers on such day.

“Collateral”

shall mean, collectively, the Melar Collateral and the YA Collateral.

“Disposition”

or “Dispose” shall mean, with respect to any interest in property, the sale, assignment, transfer, lease (as lessor),

license or other disposition of such interest in such property (or the granting of any option or other right to do any of the foregoing).

“Distribution”

shall mean, with respect to any indebtedness, obligation or security, (a) any payment (howsoever categorized) or distribution by any Person

of cash, securities or other property (including, without limitation, any payment in the form of a deferred purchase price, earnout or

other contingent obligation), by set-off or otherwise, on account of such indebtedness, obligation or security or (b) any redemption,

purchase or other acquisition of such indebtedness, obligation or security by any Person, whether voluntary or involuntary.

“Guaranty/ies”

shall mean any and all guaranties and guarantees (whether limited or unlimited, whether conditional or unconditional, whether absolute

or contingent, whether primary or secondary, and whether by Palella, Holdings, Maker’s subsidiaries or otherwise) securing the obligations

of Maker under the Melar Loan Documents in favor of Melar Lender and/or the obligations of Maker under the YA Loan Documents to YA Lender

(including, without limitation, the Global Guaranty Agreement (as defined in the YA Note Purchase Agreement) and the Secured Guaranty

Agreements of Maker’s subsidiaries in favor of Melar Lender).

“Insolvency Proceeding”

shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et. seq.), as amended from time to

time and any successor statute and all rules and regulations promulgated thereunder (the “Bankruptcy Code”) or any

other federal, state, provincial or foreign conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, liquidation,

reorganization, or other similar proceeding granting debtor relief or affecting creditors’ rights generally, in respect of any Loan

Party, any action for the dissolution of any Loan Party, any proceeding (judicial or otherwise) concerning the application of the assets

of any Loan Party, for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver

or other similar custodian for all or any substantial part of the assets of any Loan Party or any other action concerning the adjustment

of the debts of any Loan Party, or the cessation of business by any Loan Party.

“Lender Indebtedness”

shall mean, as the context requires, (a) with respect to Melar Lender, the Melar Indebtedness, and (b) with respect to YA Lender, the

YA Indebtedness.

“Lien” shall

mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest

in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention

agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, and (c) in

the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Parties”

shall mean, collectively, Maker, all subsidiaries of Maker, Palella, Holdings, any other guarantors guaranteeing Maker’s obligations

under the Melar Loan Documents and/or the YA Loan Documents, and any other pledgors granting security interests in, and liens upon, their

respective properties or assets to secure Maker’s obligations under the Melar Loan Documents and/or the YA Loan Documents.

“Melar Collateral”

shall mean, collectively, (i) the Maker Collateral (as defined in the Melar Loan Documents), (ii) the Pledged Shares (as defined in the

Melar Loan Documents), (iii) the Collateral (as defined in the Melar Loan Documents), (iv) any other collateral of Maker, its subsidiaries,

the Pledging Stockholder, any other Loan Party and/or any other pledgors securing the Loan Parties’ obligations under the Melar

Loan Documents, and (v) all other assets and properties purported to be pledged to Melar Lender to secure the Loan Parties’ obligations

under the Melar Loan Documents.

“Melar Indebtedness”

shall mean, collectively, all of the indebtedness, liabilities and obligations of Maker, its subsidiaries, the Pledging Stockholder, Palella,

any other guarantor or pledgor provided in any of the Melar Loan Documents, including, without limitation, interest thereon and any other

amounts payable in respect thereof or in connection therewith.

“Melar Notes” shall mean, collectively,

the promissory notes of Maker evidencing or otherwise relating to the Melar Indebtedness, including, without limitation, the promissory

notes set forth on Schedule A hereto.

“Merger Agreement”

shall mean that certain Agreement and Plan of Merger, dated as of July 30, 2025, by and among Maker, Melar Acquisition and the other parties

named therein, as amended, and as it may be further amended, modified or supplemented.

“Paid in Full”

or “Payment in Full” shall mean, as of any date of determination with respect to the Melar Indebtedness or the YA Indebtedness,

as applicable, that: (a) all of such Melar Indebtedness or YA Indebtedness, as applicable (except as set forth in clauses (c) or (d) below

and other than contingent indemnification obligations with respect to which a claim has not been asserted by Melar Lender or YA Lender)

has been indefeasibly paid in full in cash, (b) all commitments to extend credit under the Melar Loan Documents or the YA Loan Documents,

as applicable, have expired or terminated and no Person has any further right to obtain any loans, advances or other extensions of credit

under the Melar Loan Documents or the YA Loan Documents, as applicable, (c) any costs, expenses and contingent indemnification obligations

which are not yet due and payable but with respect to which a claim has been asserted by Melar Lender, are backed by standby letters of

credit (issued by a bank, and in form and substance, acceptable to Melar Lender) or cash collateralized, in each case in an amount reasonably

estimated by Melar Lender to be the amount of costs, expenses and contingent indemnification obligations that may become due and payable,

and (d) any costs, expenses and contingent indemnification obligations which are not yet due and payable but with respect to which a claim

has been asserted by YA Lender, are backed by standby letters of credit (issued by a bank, and in form and substance, acceptable to YA

Lender) or cash collateralized, in each case in an amount reasonably estimated by YA Lender to be the amount of costs, expenses and contingent

indemnification obligations that may become due and payable.

“Party” shall

mean, as the context requires, either YA Lender or Melar Lender, and “Parties” shall mean the YA Lender and the Melar

Lender, collectively.

“Person”

means a natural person, corporation, general or limited partnership, limited liability company, exempted company, exempt limited company,

firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“Pledging Stockholder”

means, as the context requires, (a) with respect to the portion of the Melar Indebtedness relating to the Amended and Restated Secured

Promissory Note and Pledge Agreement, dated as of August 18, 2025, made by Maker and Holdings in favor of Melar Acquisition Corp. I, as

amended, Holdings, (b) with respect to the Melar Indebtedness (other than as expressly set forth in clause (a) above), Palella and Holdings,

and (c) with respect to YA Indebtedness, Palella and Holdings.

“YA Collateral”

shall mean, collectively, (i) all “Collateral” (as defined in the YA Note Purchase Agreement), (ii) all “Collateral”

(as defined in the Pledge and Security Agreement referred to in the YA Note Purchase Agreement), (iii) all “Collateral” (as

defined in the Pledge Agreement (Stockholder) referred to in the YA Note Purchase Agreement, (iv) any other collateral of Maker, its subsidiaries,

the Pledging Stockholder, any other Loan Party and/or any other pledgors securing the Loan Parties’ obligations under the YA Loan

Documents, and (v) all other assets and properties purported to be pledged to YA Lender to secure the Loan Parties’ obligations

under the YA Note Purchase Agreement, the YA Notes and the other Transaction Documents referred to therein.

“YA Indebtedness”

shall mean, collectively, all of the indebtedness, liabilities and obligations of Maker, its subsidiaries, the Pledging Stockholder, Palella,

any other guarantor or pledgor provided in any of the YA Loan Documents, including, without limitation, interest thereon and any other

amounts payable in respect thereof or in connection therewith.

“YA Notes”

shall mean, collectively, the promissory notes of Maker evidencing or otherwise relating to the YA Indebtedness, including, without limitation,

the YA Note set forth on Schedule B hereto and any other notes which may be issued by Maker in favor of YA Lender pursuant to the

YA Note Purchase Agreement.

“YA Note Purchase Agreement”

shall mean that certain Note Purchase Agreement dated March 6, 2026 by and between Maker and YA Lender, as amended, amended and restated,

supplemented, or otherwise modified from time to time.

ARTICLE

CONSENT OF MELAR LENDER AND YA LENDER; PRINCIPAL PAYMENTS AND CERTAIN CONVERSION RIGHTS of THE melar indebteDness and THE ya indebtedness

Section 2.01 Consent

of Melar Lender and YA Lender. Melar Lender hereby consents to the terms of the YA Loan Documents and acknowledges that the entry

into the transactions provided therein shall not constitute a default or event of default under the Melar Loan Documents, notwithstanding

any provisions therein to the contrary. YA Lender hereby consents to the terms of the Melar Loan Documents and acknowledges that the entry

into the transactions provided therein shall not constitute a default or event of default under any of the YA Loan Documents, notwithstanding

any provision therein to the contrary.

Section 2.02 Melar Notes

and YA Notes Pari Passu; Application of Principal Payments.

(a) The

indebtedness evidenced by each of the Melar Notes and the YA Notes shall rank equally without preference or priority of any kind over

one another.

(b) (i)

For all payments, prepayments, repayments, installment payments, Distributions and recoveries under any of the Melar Loan Documents and/or

the YA Loan Documents of principal (whether to be made prior to, during or after the pendency of any Insolvency Proceeding and whether

to be made at maturity, upon acceleration, as scheduled or otherwise) under the Melar Notes and/or or the YA Notes (collectively, “Principal

Payments”), such Principal Payments shall be paid on a pari passu basis and applied ratably and proportionately on the

outstanding principal balances of the Melar Notes and the YA Notes (in each instance, determined in good faith by the Melar Lender and

the YA Lender at the time of such payments are to be made, immediately prior to the making of such payments); provided, however,

the foregoing notwithstanding shall not apply to any of the following: (i) accrued interest on the Melar Notes and/or the YA Notes,

(ii) payment of any fees or premiums (including, the Payment Premiums and/or the Redemption Premiums (as each such term is defined in

the YA Notes)) in accordance with the terms of the YA Notes, (iii) payment of attorneys’ fees and expenses in accordance with the

terms of the Melar Loan Documents or the YA Loan Documents (including, the $45,000 additional reimbursement for YA Lender’s legal

fees provided in the YA Note Purchase Agreement), (iv) (A) any conversion of amounts outstanding under the YA Loan Documents that is converted

into common stock or equity of Maker (or its successor) or Melar Acquisition (or its successor) in accordance with the terms of the YA

Loan Documents, or (B) any conversion of amounts outstanding under the Melar Loan Documents that is converted into shares of common stock

or equity of Maker (or its successor) or Melar Acquisition (or its successor) in accordance with the terms of the Melar Loan Documents,

(v) the Equity Shares (as defined in the YA Note Purchase Agreement) convertible into or exchangeable for up to 600,000 Surviving Equity

Shares (as defined in the YA Note Purchase Agreement), and (vi) the proceeds from the sale, transfer or assignment of the Melar Indebtedness,

the Melar Loan Documents, the YA Indebtedness and the YA Loan Documents by Melar Lender and YA Lender, as applicable, subject to Section

6.07 of this Agreement, pursuant to Section 2.06 or Section 6.07(b) or (c). For the avoidance of doubt, (i) the OID Discounts (as defined

in the Melar Notes) shall be deemed to constitute, without duplication, part of the principal of the Melar Notes, (ii) the discount equal

to 10% of the principal amount of each tranche of the Advance (as defined and as provided in Section 1(b) of the YA Note Purchase Agreement)

shall be deemed to constitute, without duplication, part of the principal of the YA Notes, and (iii) Melar Lender and the YA Lender shall

have the right to receive the payments and recoveries provided in this Section 2.02 notwithstanding any prohibition, restriction, or condition

in the Melar Loan Documents and/or the YA Loan Documents or any provisions therein to the contrary, subject to the terms of this Agreement.

(ii) At

least three (3) Business Days prior to the making of any Principal Payment under the YA Loan Documents or the Melar Loan Documents, the

Loan Parties shall deliver written notice to the YA Lender and the Melar Lender of (and confirm) (i) the then outstanding principal amount

of the Melar Indebtedness and the YA Indebtedness (prior to the making of the proposed Principal Payment), (ii) the proposed Principal

Payment to be made to the YA Lender and to the Melar Lender, respectively, and (iii) the proposed date of the Principal Payment to be

made to the YA Lender and the Melar Lender, together with such other information as the Melar Lender or the YA Lender may request from

time to time. The YA Lender and the Melar Lender shall use reasonable efforts to confirm the amount of proposed Principal Payment to be

made to itself and to the other Party and, if any Party disagrees with the proposed Principal Payment amount it (or the other Party) is

to receive, such Party agrees to notify in writing the other Party and the Loan Parties of such disagreement and provide a reasonably

detailed explanation of such disagreement. The Parties agree to work in good faith to resolve any issue arising with respect to the allocation

of Principal Payments to be made under this Section 2.02. Notwithstanding any such disagreement, the Loan Parties shall make the proposed

Principal Payment to the Parties as set forth in its written notice, and by acceptance of such amounts by the Melar Lender and the YA

Lender, the Parties affirm their respective turnover obligations set forth in Section 2.05. The Loan Parties shall not pay, prepay, repay,

redeem or make any Distributions in any manner not permitted by this Agreement, including, as set forth in this Section 2.02, and neither

the YA Lender nor the Melar Lender shall accept any payment, prepayment, repayment, redemption or Distribution not permitted by this Agreement,

including Principal Payments as set forth in this Section 2.02.

the avoidance of doubt, nothing in this Section 2.02 shall be deemed to prohibit or limit (i) the rights of Melar Lender to convert the

Melar Indebtedness into equity of Melar Acquisition (or its successor) or Maker (or its successor) in accordance with, and subject to,

the Melar Loan Documents, or (ii) the rights of the YA Lender to convert the YA Indebtedness into equity of Melar Acquisition (or its

successor) or Maker (or its successor) in accordance with, and subject to, the YA Loan Documents, or (ii) the conversions of Melar Indebtedness

or YA Indebtedness into equity of Maker (or its successor) in accordance with, and subject to, the terms of Section 2.07 below.

(d) Each

Party hereby agrees that it will not, directly or indirectly, willingly take any action in bad faith to reduce, limit, decrease, abate,

eliminate or forgive any principal of their respective Lender Indebtedness (except for the conversions permitted by Section 2.02(c) above)

or to recharacterize or disguise any such principal as a fee, premium or other amount or payment.

Section 2.03 Priorities

of Liens.

(a) Notwithstanding

(i) the date, time, method, manner, or order of grant, attachment or perfection of the Liens in favor of Melar Lender and/or YA Lender

(including, in each case, irrespective of whether any such Liens is granted (or secures the Melar Indebtedness or YA Indebtedness relating

to the period) before or after the commencement of Insolvency Proceeding of any Loan Party), (ii) any conflicting terms or conditions

which may be contained in any of the Melar Loan Documents or the YA Loan Documents, (iii) any contrary provision of the Uniform Commercial

Code or any other applicable law, (iv) any defect or deficiency in, or failure to attach or perfect, any such Liens, (v) the invalidity

or unenforceability of any such Liens, or (vi) any other circumstances whatsoever, each of Melar Lender and YA Lender hereby covenants,

agrees with, and acknowledges to one another that Melar Lender and YA Lender shall share in the Collateral and the proceeds and products

thereof, in whatever form the same may be in, pari passu up to the amount of the Melar Indebtedness and the YA Indebtedness. Notwithstanding

anything to the contrary contained in this Agreement, at any time no Party shall subordinate its Lien to any other Person without the

prior written consent of the other Party, whether prior to, during or following an Insolvency Proceeding or otherwise.

(b) The

Liens priorities provided in this Agreement (i) shall continue to be effective with respect to any part of the Collateral whether such

Liens are declared, or ruled, to be invalid, unenforceable, void or not allowed by a court of competent jurisdiction or otherwise, and

(ii) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing

of any of the Melar Loan Documents and/or the YA Loan Documents, nor by any action or inaction which Melar Lender or YA Lender may take

or fail to take in respect of the Collateral, as applicable, nor by whether Melar Lender or YA Lender holds possession of any such Collateral.

Loan Parties and the Pledging Stockholder each acknowledge and agree that the assets and properties constituting Melar Collateral and

YA Collateral, as of the Effective Date, are the same. It is the intention of the Loan Parties, the Pledging Stockholder, Melar Lender

and YA Lender that after the Effective Date the Melar Collateral and the YA Collateral shall be substantially the same, unless either

Melar Lender or YA Lender declines to accept a security interest and Lien on any asset or property offered as Collateral (it being acknowledged

and agreed by the Parties that if a Party does not formally decline an offer for a security interest and Lien on additional assets and

properties of a Person, the other Party may still accept an offer for a security interest and Lien on such additional assets and properties).

Maker shall cause any subsidiary of Maker that is a Loan Party and any other Loan Party to execute a joinder to this Agreement to acknowledge

its obligations hereunder as if it was an original signatory hereto as of the Effective Date. From and after the Effective Date, none

of the Loan Parties shall grant a security interest and Lien on any of its assets or properties to Melar Lender or YA Lender without,

at substantially at the same time, offering to grant a security interest and Lien on such assets or properties to the other Party. If

at any time any Person that is not a Loan Party signatory hereto (such Person, herein referred to as a “New Grantor”)

offers to grant a security interest and Lien on any asset or property of such New Grantor to a Party, (i) and if any equity of Maker shall

be part of such offered assets or property, Maker shall use its best efforts to cause such New Grantor to offer a security interest and

Lien on such equity to the other Party and (ii) the Party that received such an offer from the New Grantor shall condition its acceptance

on the New Grantor making the same offer to the other Party. The foregoing notwithstanding Melar Lender acknowledges that, as of the Effective

Date, Palella has granted a security interest in, and Lien on, equity of Maker held by Palella, individually, and no such conditional

to acceptance is required as herein provided.

(d) Notwithstanding

Section 2.03(b) above,

(1) As

of the Effective Date, YA Lender hereby appoints Melar Lender as its gratuitous bailee / gratuitous agent for purposes of perfecting its

Liens on such items of the Collateral which may be perfected by control (such Collateral herein, the “Pledged Collateral”),

including, without limitation, certificates evidencing the stock of Maker issued to Holdings, in its capacity as Pledging Stockholder,

and the stock and other equity interests of Maker’s subsidiaries issued to Maker.

(2) As

of the Effective Transfer Date (as defined below), Melar Lender hereby appoints YA Lender as its gratuitous bailee / gratuitous agent

for purposes of perfecting its Liens on the Pledged Collateral, including, without limitation, certificates evidencing the stock of Maker

issued to Holdings and the stock and other equity interests of Maker’s subsidiaries issued to Maker.

(3) Neither

Melar Lender nor YA Lender shall have any obligation to the other Party to ensure that any of the Pledged Collateral is genuine or owned

by any Loan Party or Pledging Stockholder or to preserve rights or benefits of any Person except as expressly set forth in this Section

2.03(d). The duties and responsibilities of either Party under this Section 2.03(d) will be limited solely to possessing or controlling

the Pledged Collateral as gratuitous bailee and/or gratuitous agent for perfection in accordance with this Section 2.03(d).

(4) YA

Lender agrees to provide written notice to Melar Lender of the occurrence of the Effective Transfer Date.

(5) Upon

the occurrence of the Effective Transfer Date, Melar Lender agrees to use commercially reasonable efforts to timely and expeditiously

effect the transfer of the Pledged Collateral to YA Lender, and until such transfer is complete, Melar Lender acknowledges and agrees

it shall continue to act as gratuitous bailee / gratuitous agent on behalf of YA Lender with respect to such Pledged Collateral. Melar

Lender agrees to execute any amendments or other transfer documents necessary to have YA Lender acknowledged for purposes of perfection

of the Pledged Collateral. Any expenses incurred in connection with the transfer of Pledged Collateral shall be at the Maker’s expense.

(6) As

used herein, “Effective Transfer Date” shall mean the date on which the aggregate original principal amount funded

under the YA Loan Documents by YA Lender equals or exceeds $5,000,000.

Section 2.04 Dissolution,

Liquidation, Reorganization or Bankruptcy.

(a) If

an Insolvency Proceeding involving any Loan Party shall occur and be continuing, each of Melar Lender and YA Lender shall file all claims

it may have against such Loan Party, and shall direct the debtor in possession or trustee in bankruptcy, as appropriate, to pay over to

Melar Lender and YA Lender, as applicable, the amounts to which YA Lender and/or Melar Lender is entitled to receive in accordance with

the provisions of this Agreement.

(b) Each

of Melar Lender and YA Lender agrees that it will not object to or oppose a sale or other disposition of any property securing all or

any part of the Melar Indebtedness or the YA Indebtedness free and clear of any Liens or other claims of Melar Lender and/or YA Lender

under Section 363 of the Bankruptcy Code or any sale pursuant to a plan of reorganization if, with respect to the YA Lender, all YA Indebtedness

is paid in full in cash from the proceeds of such sale, and, with respect to the Melar Lender, all Melar Indebtedness is paid in full

in cash from the proceeds of such sale. To the extent that Melar Lender or YA Lender receives payments on, or proceeds of Collateral for,

the Melar Indebtedness or the YA Indebtedness, as applicable, which are subsequently invalidated, declared to be fraudulent or preferential,

set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state, federal, provincial

or foreign law, common law, or equitable cause, then as between Melar Lender and YA Lender hereunder, to the extent of such payment or

proceeds received, the Melar Indebtedness (or part thereof) and/or the YA Indebtedness (or part hereof), as applicable, intended to be

satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by Melar Lender

and/or YA Lender, and each of Melar Lender and YA Lender agrees to promptly turn over to the other Party any and all payments and proceeds

received by or for the account of the other Party as a result of any such avoidance, disallowance or invalidation to which the other is

entitled under this Agreement.

limiting the foregoing provisions of this Section 2.04 and subject to the other express provisions of this Agreement, in any Insolvency

Proceeding involving any Loan Party, each of Melar Lender and YA Lender may exercise any rights and remedies generally available to holders

of unsecured claims against such Loan Party.

(d) The

provisions of this Agreement are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510

of the Bankruptcy Code (or similar insolvency law).

Section 2.05 Incorrect

Payments. If any payment, prepayment, repayment, redemption or other Distribution on account of the Melar Indebtedness not permitted

to be made by any Loan Party or accepted by Melar Lender under this Agreement is received by Melar Lender (including any Principal Payments

made under Section 2.02 of this Agreement), such payment, prepayment, repayment, redemption or other Distribution shall not be commingled

with any of the assets of Melar Lender, shall be held in trust by Melar Lender for the benefit of YA Lender and shall be promptly paid

over to YA Lender in the same form as received, with any necessary endorsement, for application (in accordance with the YA Loan Documents)

to the payment of the YA Indebtedness then remaining unpaid. If any payment, prepayment, repayment, redemption or other Distribution on

account of the YA Indebtedness not permitted to be made by any Loan Party or accepted by YA Lender under this Agreement is received by

YA Lender (including any Principal Payments made under Section 2.02 of this Agreement), such payment, prepayment, repayment, redemption

or other Distribution shall not be commingled with any of the assets of YA Lender, shall be held in trust by YA Lender for the benefit

of Melar Lender and shall be promptly paid over to Melar Lender in the same form as received, with any necessary endorsement, for application

(in accordance with the Melar Loan Documents) to the payment of the Melar Indebtedness then remaining unpaid.

Section 2.06 [Reserved]

Section 2.07 Conversion

Rights of Melar Lender and YA Lender with respect to Maker (or its Successor) Equity.

(a) For

purposes of this Section 2.07 only, references to any successor of Maker shall not include Melar Acquisition (or its successor).

(b)

Melar Lender and YA Lender each acknowledge and agree that, as of the date hereof, the conversion terms on which such Lender Indebtedness

is converted into equity of Maker (or its successor) is intended to be the same (i.e., such Lender Indebtedness shall be treated the same

in any conversion involving Maker’s (or its successor’s) equity). Notwithstanding anything to the contrary contained in this

Section 2.07, if a Party is agreeable to convert its Lender Indebtedness on terms or at a conversion price that is less advantageous to

it (as compared to the terms and/or the conversion price sought by the other Party), such Party may finalize the arrangements between

it and Maker (or its successor) and convert its Lender Indebtedness into equity of Maker (or its successor) and no violation of this Agreement

shall occur as a result thereof.

(c)

If either Party wishes to convert its Lender Indebtedness into the equity of Maker (or its successor) (such Party herein referred to as

the “Interested Party”) and Maker’s (or such successor’s) equity is then not traded on a nationally recognized

exchange where a market trading price is established, then at least ten (10) Business Days (or such shorter period as agreed to by the

Parties) prior to the commencement of any negotiations with Maker (or its successor) the Interested Party shall deliver written notice

to the other Party (which written notice must be received by the other Party at least seven (7) Business Days (or such shorter period

as agreed to by the Parties) prior to the commencement of any such negotiation with Maker (or its successor)) stating its intention to

commence negotiations with Maker (or its successor), inviting the other Party to such negotiations and identifying the place (or the means

by which) and time that the Parties and Maker (or its successor) shall convene a meeting for such negotiations. If Interested Party does

not receive a written response from the other Party accepting its invitation to join such negotiations at least two (2) Business Days

prior to the date for commencing such negotiations, the Interested Party may proceed and negotiate with Maker (or its successor) without

the other Party (but if later advised of the other Party’s intention to join such negotiations, such other Party shall be permitted

to join the negotiations). The obligation of a Party to invite the other Party to join in any such negotiations shall apply even if at

the time thereof such other Party is not then seeking to convert any of its Lender Indebtedness into equity of Maker (or its successor).

Section 2.08 Obligations

Hereunder Not Affected. All rights and interest of Melar Lender and YA Lender hereunder, and all agreements and obligations of the

Loan Parties hereunder, shall remain in full force and effect irrespective of: (a) any lack of validity or enforceability of any document

evidencing, in respect of, guaranteeing, securing or otherwise relating any of the Melar Indebtedness and/or the YA Indebtedness; (b)

any change in the time, manner or place of payment of, or any other term of, all or any of the Melar Indebtedness and/or the YA Indebtedness,

or any other amendment or waiver of or any release or consent to departure from any of the Melar Loan Documents and/or the YA Loan Documents;

(c) any exchange, subordination, release or non-perfection of any Collateral for all or any of the Melar Indebtedness and/or the YA Indebtedness;

(d) any failure of Melar Lender or YA Lender, as applicable, to assert any claim or to enforce any right or remedy against the other Party

or any Loan Party under the provisions of this Agreement or any Melar Loan Document or any YA Loan Document; (e) any reduction, limitation,

impairment or termination of the Melar Indebtedness and/or the YA Indebtedness for any reason, including any claim of waiver, release,

surrender, alteration or compromise, and shall not be subject to (and the Loan Parties hereby irrevocably waive any right to or claim

of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, non-genuiness, irregularity,

compromise, unenforceability of, or any other event or occurrence affecting, any Melar Indebtedness and/or YA Indebtedness; and (f) any

other circumstance which might otherwise constitute a defense available to, or a discharge of, the Loan Parties in respect of the Melar

Indebtedness or the YA Indebtedness in respect of this Agreement.

Section 2.09 Marshaling.

Melar Lender hereby waives any rights it may have under applicable law to assert the doctrine of marshaling or to otherwise require YA

Lender to marshal any property of any Loan Party or of any other guarantor or obligor of the YA Indebtedness for the benefit of Melar

Lender. YA Lender hereby waives any rights it may have under applicable law to assert the doctrine of marshaling or to otherwise require

Melar Lender to marshal any property of any Loan Party or of any other guarantor or obligor of the Melar Indebtedness for the benefit

of YA Lender.

Section 2.10 Waiver of

Certain Rights. YA Lender hereby waives all notice of the acceptance by Melar Lender of the provisions of this Agreement, and YA Lender

expressly consents to reliance by Melar Lender upon the agreements as herein provided. Melar Lender hereby waives all notice of the acceptance

by YA Lender of the provisions of this Agreement, and Melar Lender expressly consents to reliance by YA Lender upon the agreements as

herein provided.

Section 2.11 Enforcement

of Rights of Parties. Notwithstanding anything to the contrary in the Melar Loan Documents or the YA Loan Documents, but subject to

Article 2 hereof, Melar Lender with respect to the Melar Indebtedness and YA Lender with respect to the YA Indebtedness shall be permitted

to take any actions against Maker and the other Loan Parties or the Collateral or exercise any rights or remedies with respect to the

Melar Indebtedness or YA Indebtedness, as applicable, or any Melar Loan Documents or YA Loan Documents, as applicable, related thereto,

after an event of default thereunder, acting in such Party’s sole discretion and without the prior approval of the other Party.

Section 2.12 No Indirect

Actions. Unless otherwise expressly stated, if a Party may not take an action under this Agreement, then it may not take that action

indirectly, or assist or support any other Person in taking that action directly or indirectly. “Taking an action indirectly”

means taking an action that is not expressly prohibited for the Party but is intended to have substantially the same effects as the prohibited

action.

ARTICLE

NOTICE OF DEFAULT; AMENDMENTS

Section 3.01 Notices

of Events of Default. Each Loan Party agrees to provide the Parties a copy of any written notice of an “Event of Default”

(as defined in the Melar Loan Documents or the YA Loan Documents, as applicable) delivered to it by the Melar Lender or the YA Lender,

as applicable.

Section 3.02 Copies

of Certain Loan Documents. Each Loan Party agrees to provide the Parties a copy of any executed amendment, waiver, supplement or other

modification of the Melar Loan Documents or YA Loan Documents, as applicable, promptly following the execution thereof by the applicable

Loan Parties and the applicable Party thereto.

ARTICLE

ADDITIONAL REPRESENTATIONS AND COVENANTS

Section 4.01 Representations

and Covenants.

(a) Melar

Lender hereby makes the following representations and warranties to YA Lender as of the Effective Date:

(1) Melar Lender has the power, authority and legal right to execute, deliver

and perform this Agreement. This Agreement has been duly authorized by all necessary action of Melar Lender, duly executed and delivered

by Melar Lender and constitutes valid and binding obligations of Melar Lender enforceable against Melar Lender in accordance with its

terms, subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability,

to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (collectively, the “Enforceability

Exceptions”).

(2) Neither the execution, delivery or performance by Melar Lender of this Agreement

nor compliance by it with the terms and provisions hereof, (i) will contravene any provision of any law, statute, rule or regulation or

any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result

in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or

imposition of (or the obligation to create or impose) any lien upon any of the property or assets of Melar Lender pursuant to the terms

of any indenture, mortgage, deed of trust, credit agreement, loan agreement, partnership agreement or any other agreement, contract or

instrument to which Melar Lender is a party or by which it or any of its property or assets is bound or to which it may be subject or

(iii) will violate any provision of the organizational documents of Melar Lender.

(3) No order, consent, approval, license, authorization or validation of, or

filing, recording or registration with (except as have been obtained or made prior to the date hereof), or exemption by, any governmental

or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution,

delivery and performance by Melar Lender of this Agreement or (ii) the legality, validity, binding effect or enforceability of this Agreement

with respect to Melar Lender.

(4) True and correct copies of all of the Melar Loan Documents in existence

as of the date of this Agreement have been provided to YA Lender.

(b) YA

Lender hereby makes the following representations and warranties to Melar Lender as of the Effective Date:

(1) YA Lender has the power, authority and legal right to execute, deliver and

perform this Agreement. This Agreement has been duly authorized by all necessary action of YA Lender, duly executed and delivered by YA

Lender and constitutes valid and binding obligations of YA Lender enforceable against YA Lender in accordance with its terms, subject

to the Enforceability Exceptions.

(2) Neither the execution, delivery or performance by YA Lender of this Agreement

nor compliance by it with the terms and provisions hereof, (i) will contravene any provision of any law, statute, rule or regulation or

any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result

in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or

imposition of (or the obligation to create or impose) any lien upon any of the property or assets of YA Lender pursuant to the terms of

any indenture, mortgage, deed of trust, credit agreement, loan agreement, partnership agreement or any other agreement, contract or instrument

to which YA Lender is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate

any provision of the organizational documents of YA Lender.

(3) No order, consent, approval, license, authorization or validation of, or

filing, recording or registration with (except as have been obtained or made prior to the date hereof), or exemption by, any governmental

or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution,

delivery and performance by YA Lender of this Agreement or (ii) the legality, validity, binding effect or enforceability of this Agreement

with respect to YA Lender.

(4) True and correct copies of all of the YA Loan Documents in existence as

of the date of this Agreement have been provided to Melar Lender.

for itself and on behalf of its subsidiaries, hereby makes the following representations and warranties to Melar Lender and YA Lender

as of the Effective Date:

(1) Maker has the power, authority and legal right to execute, deliver and perform

this Agreement. This Agreement has been duly authorized by all necessary action of Maker, duly executed and delivered by Maker and constitutes

valid and binding obligations of Maker enforceable against Maker in accordance with its terms, subject to the Enforceability Exceptions.

(2) Neither the execution, delivery or performance by Maker of this Agreement

nor compliance by it with the terms and provisions hereof, (i) will contravene any provision of any law, statute, rule or regulation or

any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result

in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or

imposition of (or the obligation to create or impose) any lien upon any of the property or assets of Maker pursuant to the terms of any

indenture, mortgage, deed of trust, credit agreement, loan agreement, partnership agreement or any other agreement, contract or instrument

to which Maker is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate

any provision of the organizational documents of Maker.

(3) No order, consent, approval, license, authorization or validation of, or

filing, recording or registration with (except as have been obtained or made prior to the date hereof), or exemption by, any governmental

or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution,

delivery and performance by Maker of this Agreement or (ii) the legality, validity, binding effect or enforceability of this Agreement

with respect to Maker.

(4) Maker will not offer any Board seat or observer rights to a Party unless

the same offer of Board seat or observer rights is being offered by Maker concurrently to other Party; provided, however, the Maker’s

failure to comply with its obligations herein shall not preclude any Party from accepting Maker’s offer of Board seat or observer

rights.

(d) Palella

and Holdings each hereby makes the following representations and warranties to Melar Lender and YA Lender as of the Effective Date:

(1) Palella and Holdings each has the power, authority and legal right to execute,

deliver and perform this Agreement. This Agreement has been duly authorized by all necessary action of Holdings, duly executed and delivered

by Palella and Holdings, as applicable, and constitutes valid and binding obligations of Palella and Holdings enforceable against Palella

and Holdings in accordance with its terms, subject to the Enforceability Exceptions.

(2) Neither the execution, delivery or performance by Palella or Holdings of

this Agreement nor compliance by it with the terms and provisions hereof, (i) will contravene any provision of any law, statute, rule

or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent

with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in

the creation or imposition of (or the obligation to create or impose) any lien upon any of the property or assets of Palella or Holdings

pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement, loan agreement, partnership agreement or any other

agreement, contract or instrument to which Palella or Holdings is a party or by which it or any of its property or assets is bound or

to which it may be subject or (iii) will violate any provision of the organizational documents of Holdings.

(3) No order, consent, approval, license, authorization or validation of, or

filing, recording or registration with (except as have been obtained or made prior to the date hereof), or exemption by, any governmental

or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution,

delivery and performance by Palella or Holdings of this Agreement or (ii) the legality, validity, binding effect or enforceability of

this Agreement with respect to Palella or Holdings.

ARTICLE

Modifications

Section 5.01 Modification

of the Melar Loan Documents. Melar Lender and the Loan Parties shall not, without the prior written consent of YA Lender, amend, modify,

restate or supplement any of the Melar Loan Documents if any such amendment, modification, restatement or supplement would (a)(i) increase

non-default interest rate by more than three percent (3%) of the non-default interest rate set forth in the Melar Loan Documents (as of

the Effective Date) or (ii) increase the default interest rate by more than three percent (3%) of the default interest rate set forth

in the Melar Loan Documents (as of the Effective Date), (b) modify or add any covenant or add any events of default (howsoever defined)

if the effect of such modification or addition would restrict any Loan Party from making any payments of any YA Indebtedness or from granting

any security interest or lien on any of such Loan Party’s assets and properties, (c) increase the principal amount of any Melar

Indebtedness committed to be lent or, if no commitment is provided thereunder, actually lent under the Melar Loan Documents, without duplication,

by an amount greater than $10,000,000 (determined without giving effect to any interest paid in kind and accreted to principal), or (d)

contravene the provisions of this Agreement.

Section 5.02 Modification

of the YA Loan Documents. YA Lender and the Loan Parties shall not, without the prior written consent of Melar Lender, amend, modify,

restate or supplement any of the YA Loan Documents if any such amendment, modification, restatement or supplement would (a)(i) increase

non-default interest rate by more than three percent (3%) of the non-default interest rate set forth in the YA Loan Documents (as of the

Effective Date) or (ii) increase the default interest rate by more than three percent (3%) of the default interest rate set forth in the

YA Loan Documents (as of the Effective Date), (b) modify or add any covenant or add any events of default (howsoever defined) if the effect

of such modification or addition would restrict any Loan Party from making any payments of any Melar Indebtedness or from granting any

security interest or lien on any of such Loan Party’s assets and properties, (c) increase the principal amount of any YA Indebtedness

committed to be lent or, if no commitment is provided thereunder, actually lent under the YA Loan Documents, without duplication, by an

amount greater than $10,000,000 (determined without giving effect to any interest paid in kind and accreted to principal), or (d) contravene

the provisions of this Agreement.

ARTICLE

MISCELLANEOUS

Section 6.01 Notices.

All notices, requests, demands and other communications under or in respect of this Agreement or any transactions hereunder shall be in

writing (which may include facsimile or email communication, but not text message or posting via any social media) and shall be personally

delivered or mailed (by prepaid registered or certified mail, return receipt requested), sent by prepaid recognized overnight courier

service, or by facsimile or email transmission to the applicable party at its address or facsimile number indicated below:

If to YA Lender:

YA II PN, Ltd.

c/o Yorkville Advisors Global, LLC

1012 Springfield Avenue

Mountainside, NJ 07092

Attention: Mark Angelo

Email: Legal@yorkvilleadvisors. com

If to Melar Lender:

Melar Acquisition Corp. I

Melar Capital Group LLC

132 West 72nd Street, 4th Floor

New York, NY 10012

Attention: Gautam Ivatury, Chief Executive Officer

Telephone No.: (702) 781-1120

Email: [***]

with a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105

Attention: Matthew A. Gray, Esq. and Stuart Neuhauser, Esq.

Telephone No.: (212) 370-1300

Email: mgray@egsllp.com;

sneuhauser@egsllp.com

If to Maker:

Everli Global Inc.

12 East 49th Street, Suite 1506

New York, NY 10017

Attention: Salvatore Palella, Chief Executive Officer

Email: [***]

with a copy to:

Ortoli Rosenstadlt LLP

366 Madison Avenue

New York, NY 10017

Attention: William Rosenstadt, Esq.

Telephone No.: (212) 588-0022

Email: wsr@orllp.legal

If to Palella:

Salvatore Palella

c/o Everli Global Inc.

12 East 49th Street, Suite 1506

New York, NY 10017

Email: [***]

with a copy to:

Ortoli Rosenstadlt LLP

366 Madison Avenue

New York, NY 10017

Attention: William Rosenstadt, Esq.

Telephone No.: (212) 588-0022

Email: wsr@orllp.legal

If to Holdings:

Palella Holdings LLC

c/o Everli Global Inc.

12 East 49th Street, Suite 1506

New York, NY 10017

Attention: Salvatore Palella, Chief Executive Officer

Email: [***]

with a copy to:

Ortoli Rosenstadlt LLP

366 Madison Avenue

New York, NY 10017

Attention: William Rosenstadt, Esq.

Telephone No.: (212) 588-0022

Email: wsr@orllp.legal

or, as to each party, at such other address or

facsimile number as shall be designated by such party in a written notice to the other party delivered as aforesaid. All such notices,

requests, demands and other communications shall be deemed given (i) when personally delivered, (ii) when received after being deposited

in the mails with postage prepaid (by registered or certified mail, return receipt requested), (iii) one (1) Business Day after being

timely delivered to the overnight courier service, if prepaid and sent overnight delivery, addressed as aforesaid and with all charges

prepaid or billed to the account of the sender, (iv) when sent by facsimile transmission to a facsimile number designated by such addressee

and the sender receives a confirmation of transmission from the sending facsimile machine, or (v) if delivered by email or other electronic

transmission as set.

Section 6.02 Modification.

No provision of this Agreement may be amended, changed, waived, discharged or terminated except by an instrument in writing signed by

YA Lender and Melar Lender.

Section 6.03 WAIVER

OF JURY TRIAL. EACH PARTY HERETO, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON

THE ADVICE OF COMPETENT COUNSEL, WAIVE, RELINQUISH AND FOREVER FOREGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,

ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT

OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER

AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL

WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 6.04 GOVERNING

LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT

TO THE CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Section 6.05 Jurisdiction;

Consent to Service of Process.

(a) Each party hereto hereby

irrevocably and unconditionally submits to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in New York,

New York in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment,

and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding

may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto

agrees that a final judgment in any such action 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.

(b) Each party hereto hereby

irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or

hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred

to in Section 6.05(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an

inconvenient forum to the maintenance of such action or proceeding in any such court.

irrevocably consents to service of process in the manner provided for notices in Section 6.01. Nothing in this Agreement will affect the

right of any party to this Agreement to serve process in any other manner permitted by law.

Section 6.06 Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Such counterparts shall constitute

but one and the same instrument and shall be binding upon, and shall inure to the benefit of, each of the undersigned individually as

fully and completely as if all had signed one instrument. Delivery of an executed counterpart of a signature page of this Agreement by

facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 6.07 Successors

and Assigns.

(a) This

Agreement shall inure to the benefit of, and shall be binding upon, the respective heirs, legal representatives, successors and permitted

assigns of Melar Lender, YA Lender and the Loan Parties.

(b) To

the extent permitted under the Melar Loan Documents, Melar Lender may, from time to time, assign or transfer any or all of the Melar Indebtedness

and/or Melar Loan Documents or any interest therein to any Person (provided, however, that such Person shall have first executed and delivered

a written instrument agreeing to be bound by the provisions of this Agreement, in form and substance reasonably satisfactory to YA Lender),

and such permitted assignee or transferee of any of the Melar Indebtedness and/or Melar Loan Documents or of any interest therein shall,

to the extent of the interest of such permitted assignee or transferee in the Melar Indebtedness, be a party to this Agreement, subject

to the provisions of this Agreement and shall be entitled to enforce the terms and provisions hereof to the same extent as if such assignee

or transferee were initially a party hereto.

the extent permitted under the YA Loan Documents, YA Lender may, from time to time, assign or transfer any or all of the YA Indebtedness

or the YA Loan Documents or any interest therein to any Person (provided, however, that any such Person shall have first executed and

delivered a written instrument agreeing to be bound by the provisions of this Agreement, in form and substance reasonably satisfactory

to Melar Lender), and any such permitted assignee or transferee of any of the YA Indebtedness or the YA Loan Documents or of any interest

therein shall, to the extent of the interest of such permitted assignee or transferee in the YA Indebtedness, be a party to this Agreement,

subject to the provisions of this Agreement and shall be entitled to enforce the terms and provisions hereof to the same extent as if

such assignee or transferee were initially a party hereto.

(d) The

Loan Parties shall not have any right to assign or transfer any of their obligations under this Agreement without the prior written consent

of the YA Lender and the Melar Lender (and any assignee or transferee of such Party that is a party to this Agreement).

(e) Any

assignment or transfer made in violation of this Section 6.07 shall be null and void.

Section 6.08 Relative Rights;

No Right of Loan Parties to Enforce. This Agreement shall define the relative rights of Melar Lender and YA Lender. Each Loan Party

understands that this Agreement is for the sole benefit of Melar Lender and YA Lender and their respective successors and permitted assigns,

and that such Loan Party is not an intended beneficiary or third party beneficiary thereof. It is understood and agreed that no Loan Party

nor any of their Affiliates shall have any right to enforce any term, provision or agreement of this Agreement against Melar Lender or

YA Lender. Nothing in this Agreement shall (a) impair, as among the Loan Parties and Melar Lender, and as between the Loan Parties and

YA Lender, the obligation of the Loan Parties with respect to the payment of the Melar Indebtedness and the YA Indebtedness in accordance

with their respective terms, or (b) affect the relative rights of Melar Lender or YA Lender with respect to any other creditors of the

Loan Parties. The terms of this Agreement shall govern even if all or any part of the Melar Indebtedness or the Liens in favor of Melar

Lender or even if all or any part of the YA Indebtedness or the Liens in favor of YA Lender, in either such case, are avoided, disallowed,

unperfected, set aside or otherwise invalidated in any judicial proceeding or otherwise.

Section 6.09 Conflict.

In the event of any conflict between any term, covenant or condition of this Agreement and any term, covenant or condition of any of the

Melar Loan Documents or the YA Loan Documents, the provisions of this Agreement shall control and govern.

Section 6.10 Severability.

In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable by reason of the operation of any

law or by reason of the interpretation placed thereon by any court or governmental authority, the validity, legality and enforceability

of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected provision shall be

modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement.

Section 6.11 Trust Account

Waiver. Maker hereby acknowledges and agrees that the provisions set forth in Section 8.1 of the Merger Agreement (Waiver of Claims

Against Trust) shall also apply to this Agreement as if the terms thereof were expressly set forth herein. Palella and Holdings each hereby

acknowledges that it has reviewed a copy of the Merger Agreement and hereby agrees to be subject to the provisions of Section 8.1 of the

Merger Agreement (Waiver of Claims Against Trust) applicable to Maker as if such provisions were incorporated into this Agreement (with

any reference to the “Agreement” therein instead referring to this Agreement).

Section 6.12 Nonreliance;

Information Concerning Financial Condition.

(a) Each of Melar Lender and

YA Lender acknowledge that (i) each has, independently and without reliance upon, in the case of Melar Lender, YA Lender and, in the case

of YA Lender, Melar Lender, and based on such documents and information as each has deemed appropriate, made their own credit analyses

and decisions to enter into the Melar Loan Documents or the YA Loan Documents to which they are party and (ii) each will, independently

and without reliance upon, in the case of Melar Lender, YA Lender and, in the case of YA Lender, Melar Lender, and based on such documents

and information as they shall from time to time deem appropriate, continue to make their own credit decisions in taking or not taking

any action under this Agreement or any other Melar Loan Document or YA Loan Document to which they are party. Melar Lender and YA Lender

shall have no duty to disclose to the other, any information relating to any Loan Party, or any other circumstance bearing upon the risk

of nonpayment of any of the Melar Indebtedness or the YA Indebtedness, as the case may be, that is known or becomes known to any of them

or any of their Affiliates.

(b) Melar Lender hereby assumes

responsibility for keeping itself informed of the financial condition of the Loan Parties and of all other circumstances bearing upon

the risk of nonpayment of the Melar Indebtedness and agrees that YA Lender has and shall have no duty to advise Melar Lender of information

known to YA Lender regarding such condition or any such circumstances. In the event that YA Lender, in its sole discretion, undertakes,

at any time or from time to time, to provide any such information to Melar Lender, then YA Lender shall not be under any obligation to

(i) provide any such information to Melar Lender on any subsequent occasion, (ii) undertake any investigation, or (iii) disclose any information

which, pursuant to its commercial finance practices, YA Lender wishes to maintain confidential. Melar Lender acknowledges and agrees that

YA Lender has not made any warranties or representations with respect to the legality, validity, enforceability or collectability of the

YA Indebtedness or any Liens or security interests held in connection therewith.

responsibility for keeping itself informed of the financial condition of the Loan Parties and of all other circumstances bearing upon

the risk of nonpayment of the YA Indebtedness, and agrees that Melar Lender has and shall have no duty to advise YA Lender of information

known to Melar Lender regarding such condition or any such circumstances. In the event that Melar Lender, in its sole discretion, undertakes,

at any time or from time to time, to provide any such information to YA Lender, then Melar Lender shall not be under any obligation to

(i) provide any such information to YA Lender on any subsequent occasion, (ii) undertake any investigation, or (iii) disclose any information

which, pursuant to its commercial finance practices, Melar Lender wishes to maintain confidential. YA Lender acknowledges and agrees that

Melar Lender has not made any warranties or representations with respect to the legality, validity, enforceability, collectability of

the Melar Indebtedness or any Liens or security interests held in connection therewith.

Section 6.13 Further Assurance.

Each party to this Agreement promptly will execute and deliver such further instruments and agreements and do such further acts and things

as may be reasonably requested in writing by any other party hereto that may be necessary or desirable in order to effect fully the terms

of this Agreement. Without limiting the foregoing, the Loan Parties shall promptly (in no event later than twenty-one (21) days from the

Effective Date) deliver to (A)(i) Melar Lender, the documents and agreements set forth on Schedule A-1, each in form and substance

satisfactory to Melar Lender, and (ii) to Melar Lender, as gratuitous bailee and/or gratuitous agent, such stock powers and assignment

instruments duly executed in blank by Maker, Holdings, Palella and Everli Europe S.r.l., as applicable, together with the original stock

certificates or other certificates evidencing ownership of the equity interests of Maker, Holdings, and Maker’s subsidiaries, which

shall be reasonably in form and substance to Melar Lender and YA Lender; and (B) YA Lender the documents and agreements set forth on Schedule

B-1, each in form and substance satisfactory to YA Lender.

Section 6.14 Termination

of Agreement. This Agreement shall remain in full force and effect until the Payment in Full of the Melar Indebtedness or the YA Indebtedness

after which this Agreement shall terminate without further action on the part of the parties hereto; provided, that if any payment is,

subsequent to such termination, recovered from any holder of the Melar Indebtedness or any holder of the YA Indebtedness, this Agreement

shall be reinstated.

Section 6.15 Acknowledgment

of Loan Parties. Each of the undersigned Loan Parties has read this Agreement and acknowledges, and agrees with, the provisions of

this Agreement. Each of the undersigned Loan Parties agrees not to take any action that would be contrary to the provisions of this Agreement,

agrees to abide by the requirements applicable to it under this Agreement and agrees that neither Melar Lender nor YA Lender shall have

any liability to any Loan Party for acting in accordance with the provisions of this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF,

the parties hereto have executed this Intercreditor Agreement as of the date first above written.

MELAR LENDER:

Melar Acquisition Corp. I

By:

/s/ Gautam Ivatury

Name:

Gautam Ivatury

Title:

Authorized Signatory

Melar Capital Group LLC

By:

/s/ Eric Lifshitz

Name:

Eric Lifshitz

Title:

Managing Member

YA LENDER:

YA II PN, LTD.

By:

Yorkville Advisors Global, LP

By:

Yorkville Advisors Global II, LLC

Its:

General Partner

By:

/s/ Matthew Beckman

Name:

Matthew Beckman

Title:

Manager

MAKER:

Everli Global Inc.

By:

/s/ Salvatore Palella

Name:

Salvatore Palella

Title:

CEO

PALELLA:

/s/ Salvatore Palella

Salvatore Palella

HOLDINGS:

Palella Holdings LLC

By:

/s/ Salvatore Palella

Name:

Salvatore Palella

Title:

CEO

SUBSIDIARIES OF MAKER:

EVERLI EUROPE S.r.l

By:

/s/ Gian Luca Spriano

Name:

Gian Luca Spriano

Title:

Amministratore Delegato

EVERLI S.p.A.

By:

/s/ Gian Luca Spriano

Name:

Gian Luca Spriano

Title:

Presidente del CdA

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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