Form 8-K

8-K — Melar Acquisition Corp. I/Cayman

Accession: 0001213900-26-064166

Filed: 2026-06-02

Period: 2026-05-27

CIK: 0002016221

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0293094-8k425_melar1.htm (Primary)

EX-10.1 — INTERCREDITOR AGREEMENT, DATED AS OF MAY 27, 2026, BY AND AMONG MELAR ACQUISITION CORP. I, MELAR CAPITAL GROUP LLC, AGILE CAPITAL FUNDING, LLC, AGILE LENDING, LLC, YA II PN, LTD., EVERLI GLOBAL INC., SALVATORE PALELLA, AND PALELLA HOLDINGS LLC (ea029309401ex10-1.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 27, 2026

Melar Acquisition Corp.

(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 ☒

If 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.

On May 27, 2026, Melar Acquisition

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

(collectively and individually, the “Melar Lender”) entered into an Intercreditor Agreement (the “Agile Intercreditor

Agreement”) with Agile Capital Funding, LLC, a New York limited liability company, in its capacity as collateral agent (“Agile

Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Agile Lender”; and Agile Collateral

Agent and Agile Lender herein collectively, “Agile Parties”) and YA II PN, Ltd., a Cayman Islands exempt limited company (the

“YA Lender”), and which was acknowledged by 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 (“Palella Holdings”). The Agile Intercreditor Agreement governs the respective rights,

priorities and obligations of the Agile Parties, the Melar Lender and the YA Lender with respect to all indebtedness, liabilities and

obligations of Everli, its subsidiaries, Palella Holdings, Palella, and certain other guarantors and pledgors under the applicable loan

documents, owed to the Agile Parties, the Melar Lender and the YA Lender under certain promissory notes issued by Everli to each of the

Agile Parties, the Melar Lender and the YA Lender, and the related guarantees and security interests.

Pursuant to the Agile Intercreditor

Agreement, the Agile Parties have agreed that they are subordinate lenders to each of the Melar Lender and the YA Lender (the Melar Lender

and the YA Lender, collectively the “Senior Creditors”), and that all indebtedness owed by Palella Holdings and Palella to

the Agile Parties is and shall be junior and subordinate in right of payment and security to the indebtedness evidenced by the promissory

notes issued to the Melar Lender and the promissory notes issued to the YA Lender.

Pursuant to the Agile Intercreditor

Agreement, Everli and the Agile Parties have agreed that all obligations under the Subordinated Obligations (as defined in the Agile Intercreditor

Agreement) are expressly subordinated in right and time of payment to Everli’s Senior Obligations due to the Senior Creditors until

such time as the Senior Obligations have been paid in full (such date, the “Final Payout Date”). Prior to the Final Payout

Date, Palella Holdings and Palella are restricted from making, and the Agile Parties are restricted from accepting any payments or distributions

on account of the Subordinated Obligations, other than expressly permitted payments. In addition, in the event of any insolvency or similar

proceeding, all distributions that would otherwise be payable to the Agile Parties must instead be paid directly to the Senior Creditors

until the Senior Obligations have been satisfied in full.

The Agile Parties also consented

to the terms of the loans from the Melar Lender and the YA Lender to Everli and acknowledged that the entry into the loan documents related

to such loans was not an event of default under the loan documents between the Agile Parties and Palella Holdings and Palella. In addition,

there are no restrictions on Palella Holdings and Palella granting security interests and liens on their assets to the Melar Lender and

the YA Lender and making cash payments to the Melar Lender and the YA Lender in satisfaction of their respective loans.

The Agile Intercreditor Agreement

further provides for customary enforcement and standstill provisions, including prohibiting the Agile Parties from taking any enforcement

actions, challenging the validity or priority of the Senior Obligations, or participating in insolvency proceedings without the Senior

Creditors’ prior written consent. The Agile Parties have also agreed to turnover provisions requiring any improperly received payments

or collateral to be held in trust for and remitted to the Senior Creditors, as well as limitations on transfers or amendments of the Subordinated

Obligations without the Senior Creditors’ approval. The subordination provisions are intended to be enforceable under applicable

bankruptcy laws and will remain effective notwithstanding certain adverse actions affecting the Senior Obligations, including avoidance,

invalidation, or restructuring in insolvency proceedings.

Aside from the relationship

contemplated by the Agile Intercreditor Agreement, there is no material relationship between Melar, Agile Parties and YA Lender. As previously

disclosed, Melar 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 Palella Holdings as the majority

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

The foregoing description

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

the Agile 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 27, 2026, by and among Melar Acquisition Corp. I, Melar Capital Group LLC, Agile Capital Funding, LLC, Agile Lending, 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: June 2, 2026

EX-10.1

Filename: ea029309401ex10-1.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 27th day of May, 2026 (the “Effective Date”), by

and among (a) Agile Capital Funding, LLC, a New York limited liability company, in its capacity as collateral agent (“Agile Collateral

Agent”) and Agile Lending, LLC, a Virginia limited liability company (“Agile Lender”; and Agile Collateral

Agent and Agile Lender herein collectively, “Agile Parties” and, each individually, an “Agile Party”),

(b) 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, “Melar Lender”),

and (c) YA II PN, Ltd., a Cayman Island exempt limited company (“YA Lender”); as acknowledged by Everli Global Inc.,

a Nevada corporation (“Everli”), Salvatore Palella, a resident of the State of Connecticut (“Palella”),

and Palella Holdings LLC, a Delaware limited liability company (“Holdings”). As used herein, “Parties”

means, collectively, the Agile Parties, the Melar Lender and the YA Lender, and “Party” means any one of them.

RECITALS

WHEREAS, Holdings,

Everli and Palella, on the one hand, and the Agile Parties on the other hand entered into (i) that certain Business Loan, Guaranty and

Security Agreement, dated as of December 2, 2025 (as amended by that certain First Amendment to Business Loan, Guaranty and Security Agreement

dated as of the Effective Date (which such First Amendment released each of Everli and the direct and indirect subsidiaries of Everli

(collectively, the “Everli Subsidiaries”) as a party thereunder in all capacities and terminated the liens and security

interests against Holdings and Everli as therein provided), and as further amended, restated, supplemented, or otherwise modified from

time to time, the “Agile BLGSA”) and those agreements set forth on Schedule A hereto and made part hereof and

any other documents, agreements and instruments evidencing, in respect of, relating to, or guaranteeing or securing any loans which have

been advanced, loaned or extended by an Agile Party to Holdings and/or Palella prior to the Effective Date or which may be advanced, loaned

or extended by any Agile Party from and after the date hereof, collectively, as amended, restated, supplemented or otherwise modified

from time to time, the “Agile Loan Documents”).

WHEREAS, Everli, the

Everli Subsidiaries, Holdings, Palella and Melar Lender have entered into those certain promissory notes, guaranty agreements, pledge

agreements and other agreements and instruments set forth on Schedule B hereto and made a part hereof (and together with the Melar

Notes (as defined below) and any other documents, agreements, instruments evidencing, in respect of, relating to, or guaranteeing or securing

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

loaned or extended by Melar Lender to Everli 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 certain loans and advances to Everli as more particularly set forth therein, (ii) Everli, for itself and on behalf of the Everli

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

their respective assets and properties, (iii) the Everli Subsidiaries have guaranteed or have agreed to guarantee, the obligations of

Everli under the Melar Loan Documents in favor of Melar Lender as more particularly set forth therein, (iv) the Everli Subsidiaries have

granted, or have agreed to grant, a continuing, first priority, perfected interest in and lien upon all of their respective assets and

properties, (v) Palella and Holdings have guaranteed, or have agreed to guarantee, the obligations of Everli under the Melar Loan Documents

in favor of Melar Lender as more particularly set forth therein, and (vi) the Holdings has granted, or have agreed to grant, a continuing,

first priority, perfected security interest in and lien upon the Pledged Shares (as therein defined).

WHEREAS, Everli and

YA Lender have entered into the YA Note Purchase Agreement (as defined below) and one or more Convertible Promissory Notes set forth on

Schedule C hereto and made a part hereof (and together with the YA Notes (as defined below) and any other documents, agreements,

instruments evidencing, in respect of, relating to, or guaranteeing or securing any loans which have been advanced, loaned, extended by

YA Lender to Everli 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 Everli 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 Everli as more

particularly set forth in the YA Note Purchase Agreement, (ii) Everli, on behalf of the Everli Subsidiaries, has agreed that such subsidiaries

shall guarantee (and such subsidiaries as of the Effective Date have guaranteed) the obligations of Everli under the YA Loan Documents,

including the Global Guarantee set forth on Schedule C hereto, (iii) Everli, for itself and on behalf of the Everli Subsidiaries,

and the Everli Subsidiaries each has granted, or has agreed to grant, a continuing, first priority, perfected security interest in and

lien upon all of Everli’s and each of such Everli Subsidiaries’ respective property and assets as more particularly set forth

Security Documents (as defined in the YA Note Purchase Agreement), (iv) Everli and the Everli Subsidiaries have entered into the Pledge

and Security Agreement set forth on Schedule C hereto pursuant to which Everli and each of the Everli Subsidiaries (as of the Effective

Date) have granted a continuing, first priority, perfected security interest in and lien upon all of Everli’s and each such Everli

Subsidiary’s respective property and assets as more particularly set forth therein, (v) Palella and Holdings have guaranteed, or

have agreed to guarantee, the obligations of Everli under the YA Loan Documents in favor of YA Lender as more particularly set forth in

the YA Note Purchase Agreement, and (vi) each of Palella and Holdings has granted a continuing, first priority, perfected security interest

in and lien upon certain of their respective property and assets as more particularly set forth in the Pledge Agreement (Stockholders)

set forth on Schedule C hereto, the YA Notes and such other Security Documents (as defined in the YA Note Purchase Agreement).

WHEREAS, the Agile

Parties have agreed to enter into this Agreement with the Melar Lender and the YA Lender to establish the priorities and obligations of

the Parties as set forth herein.

WHEREAS, the Agile

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

under the Agile Loan Documents, 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.

“Agile Collateral”

means shares of equity interests of Wash Out S.r.L., a private limited liability company formed under the laws of Italy, owned by Holdings.

“Agile Indebtedness”

shall mean, collectively, all of the indebtedness, liabilities and obligations of Holdings and Palella under any of the Agile Loan Documents,

including, without limitation, interest thereon and any other amounts payable in respect thereof or in connection therewith. As of the

Effective Date, the aggregate outstanding principal amount outstanding under the Agile Loan Agreement is $3,129,687.50.

“Agile Loan Parties”

means, collectively, Holdings and Palella, and “Agile Loan Party” means any one of them.

“Bankruptcy Code”

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

“Business Combination”

means the proposed business combination described under the Merger Agreement to be effected in two steps: (i) Melar shall continue

out of the Cayman Islands and into the State of Nevada so as to re-domicile as and become a Nevada corporation (the “Domestication”),

(ii)(a) the Merger Sub (as defined in the definition of “Merger Agreement”) shall be merged with and into Everli, (b) the

separate corporate existence of Merger Sub shall thereupon cease, and Everli shall be the surviving corporation, and (c) Everli shall

become a wholly-owned Subsidiary of Melar (as defined in the definition of “Merger Agreement”) (the “Merger,”

and together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the “Business

Combination”).

“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 (a) with respect to the Agile Indebtedness, the Agile Collateral, (b) with respect to the Melar Indebtedness, the Melar Collateral,

and (c) with respect to the YA Indebtedness, the YA Collateral.

“Company Parties”

means, collectively and individually, Holdings, Everli, the Everli Subsidiaries, and Palella, and “Company Party” means

any one of them.

“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.

“Enforcement Action”

means: (a) to take from or for the account of any Company Party, by set-off or in any other manner, the whole or any part of any moneys

which may now or hereafter be owing by such Company Party with respect to the Subordinated Debt; (b) to sue for payment of, or to initiate

or participate with others, directly or indirectly, in any suit, action or proceeding against any Company Party to (i) enforce payment

of or to collect the whole or any part of the Subordinated Debt, (ii) commence or join with other Persons to commence an Insolvency Proceeding,

(iii) commence judicial enforcement of any of the rights and remedies under the Subordinated Debt Documents or applicable law with respect

to the Subordinated Debt or (iv) without limiting the foregoing in any manner, take, directly or indirectly, any action to enforce any

rights with respect to a confession of judgment (howsoever identified or stylized) with respect to the Subordinated Debt; (c) to accelerate

the Subordinated Debt (other than an automatic acceleration of the Subordinated Debt upon the occurrence of an Insolvency Proceeding);

(d) to exercise all or any portion of any put option, exercise right or to cause any Company Party to honor any redemption or mandatory

prepayment obligation under any Subordinated Debt Document; (e) to notify account debtors or directly collect accounts receivable or other

payment rights of any Company Party; or (f) to take any action under the provisions of any state or federal law, including, without limitation,

the Uniform Commercial Code, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell any property or

assets of any Company Party.

“Final Payment Date”

means the date on which the Melar Indebtedness has been Paid in Full and the YA Indebtedness has been Paid in Full.

“Insolvency Proceeding”

shall mean any Insolvency 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 Insolvency 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 Insolvency 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”

shall mean, as the context requires, (a) with respect to the Agile Indebtedness, the Agile Parties, (b) with respect to Melar Indebtedness,

the Melar Lender, and (c) with respect to YA Indebtedness, the YA Lender.

“Lender Indebtedness”

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

the Melar Indebtedness, and (c) 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 Documents

shall mean (a) with respect to the Agile Indebtedness, the Agile Loan Documents, (b) with respect to the Melar Indebtedness, the Melar

Loan Documents and (c) with respect to the YA Indebtedness, the YA Loan Documents.

“Loan Parties”

shall mean (a) with respect to the Agile Loan Documents, Holdings and Palella and (b) with respect to the Melar Loan Documents or the

YA Loan Documents, as applicable, Everli, the Everli Subsidiaries, Palella, Holdings, any other guarantors guaranteeing Everli’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 Everli’s obligations under the Melar Loan Documents and/or the YA Loan Documents.

“Melar Collateral”

shall mean, collectively, (i) all assets and properties of Everli and the Everli Subsidiaries, (ii) the “Pledged Shares”,

the “Maker Collateral”, the “Collateral”, and the “Pledged Collateral” (each term as defined in the

Melar Loan Documents), (iii) any other collateral of Everli, the Everli Subsidiaries, the Pledging Stockholder, any other Loan Party and/or

any other pledgors securing the Loan Parties’ obligations under the Melar Loan Documents, and (iv) all other assets and properties

purported to be pledged to Melar Lender to secure the Loan Parties’ obligations under the Melar Loan Documents (but excluding the

Released Everli Shares).

“Melar Indebtedness”

shall mean, collectively, all of the indebtedness, liabilities and obligations of Everli, the Everli Subsidiaries, the Pledging Stockholder,

Palella, any other guarantor or pledgor under 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 Everli evidencing or otherwise relating to the Melar Indebtedness, including, without

limitation, the promissory notes set forth on Schedule B hereto (in each case, as amended, amended and restated, supplemented,

or otherwise modified from time to time).

“Merger Agreement”

means that certain Agreement and Plan of Merger dated as July 30, 2025 (as amended on October 2, 2025 and December 8, 2025, and as it

may be further amended or supplemented or otherwise modified from time to time), by and among the Everli, Melar Acquisition Corp. I, a

Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “Melar”),

MAC I Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Melar (“Merger Sub”), Melar Acquisition

Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and Salvatore Palella, as escrowed seller.

“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.

“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 Melar Indebtedness, Holdings, and (b) with respect to YA Indebtedness, Palella

and Holdings.

“Released Everli Shares”

means the 124,935 Class A Common Shares of Everli (an amount anticipated to be exchanged for 200,000 shares in the resulting public company

upon the consummation of the de-SPAC) currently held by Holdings which are to be transferred to Agile Lender pursuant to the First Amendment

to Business Loan, Guaranty and Security Agreement dated as of the Effective Date by and among Holdings, Everli, Palella and the Agile

Parties.

“Senior Creditor”

means, collectively, Melar Lender and YA Lender, and their respective successors and assigns. Without limiting the foregoing, for consent

rights by the “Senior Creditor” such consent shall require the written consent of Melar Lender and YA Lender in all instances.

“Senior Debt Documents”

means the Melar Loan Documents and the YA Loan Documents.

“Senior Event of Default”

means an “Event of Default” (howsoever defined) under the Melar Loan Documents or an “Event of Default” (howsoever

defined) under the YA Loan Documents.

“Senior Obligations”

means the Melar Indebtedness and the YA Indebtedness.

“Subordinated Creditor”

means each Agile Party and each of their respective successors and assigns.

“Subordinated Debt

Documents” means the Agile Loan Documents.

“Subordinated Loan

Agreement” means the Agile Loan Agreement.

“Subordinated Obligations”

means the Agile Indebtedness.

“Subordinated Permitted

Payments” means, individually and collectively, in each case, so long as no Senior Event of Default has occurred and is continuing

or which could arise as a result of the payment therefor: (a) regularly scheduled payments of interest at the non-default rate of interest

pursuant to the terms of the Subordinated Loan Agreement, (b) $50,000 on June 4, 2026 and (c) the payment of all outstanding principal

and accrued and unpaid interest thereon on the date that is the earlier of September 1, 2026 and the date the Business Combination occurs.

“Subordinated Securities”

means any notes, other debt securities, or equity securities of any Agile Loan Party that are issued in an Insolvency Proceeding in substitution

of all or any portion of the Subordinated Obligations pursuant to a confirmed plan of reorganization or adjustment, in each case that

(a) are subordinated in right of payment, performance, and otherwise to the Senior Obligations (or any replacement of the Senior Obligations,

including any notes or other securities issued in substitution of all or any portion of the Senior Obligations) to at least the same extent

that the Subordinated Obligations is subordinated to the Senior Obligations pursuant to this Agreement, (b) do not have the benefit of

any obligation of any Company Party (whether as issuer, guarantor, or otherwise) unless the Senior Obligations has at least the same benefit

of the obligation of such Person and the obligations of such Person to the Subordinated Creditor are subordinated to the same extent as

the obligations of such Persons pursuant to this Agreement, and (c) do not have any terms, and are not subject to or entitled to the benefit

of any agreement or instrument that has terms, that are more burdensome to the issuer, any Company Party on such debt or equity securities

than are the terms of the Subordinated Obligations, provided in each case that Subordinated Creditor shall have entered into such supplements

to or modifications of this Agreement as Senior Credit may reasonably request to reflect the continued subordination of the Subordinated

Securities to the Senior Obligations (or any replacement of the Senior Obligations, including any notes or other securities issued in

substitution of all or any portion of the Senior Obligations), provided, further, that, in either case, no such securities shall provide

for cash payments or distribution of any kind including, but not limited to, dividends or distribution of assets, until the Final Payout

Date.

“YA Collateral”

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

and “Collateral” (each as defined in the Pledge and Security Agreement referred to in the YA Note Purchase Agreement and separately

identified on Schedule C hereto), (iii) all “Pledged Collateral” and “Collateral” (each as defined in the

Pledge Agreement (Stockholder) referred to in the YA Note Purchase Agreement and separately identified on Schedule C hereto, (iv)

any other collateral of Everli, its subsidiaries (including the Everli 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 (but excluding the Released Everli Shares).

“YA Indebtedness”

shall mean, collectively, all of the indebtedness, liabilities and obligations of Everli, its subsidiaries (including the Everli Subsidiaries),

the Pledging Stockholder, Palella, any other guarantor or pledgor under 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 Everli evidencing or otherwise relating to the YA Indebtedness, including, without limitation,

the YA Notes set forth on Schedule C hereto and any other notes which may be issued by Everli in favor of YA Lender pursuant to

the YA Note Purchase Agreement; in each case, as amended, amended and restated, supplemented, or otherwise modified from time to time.

“YA Note Purchase Agreement”

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

supplemented, or otherwise modified from time to time.

Defined Term

Reference Section

Agile BLGSA

Recitals

Agile Loan Documents

Recitals

Agile Collateral Agent

Preamble

Agile Lender

Preamble

Agile Parties

Preamble

Agreement

Preamble

Effective Date

Preamble

Everli

Preamble

Holdings

Preamble

Melar Acquisition

Preamble

Melar Capital

Preamble

Melar Lender

Preamble

Melar Loan Documents

Recitals

Palella

Preamble

Party or Parties

Preamble

YA Lender

Preamble

YA Loan Documents

Recitals

Article

CONSENT AND COVENANTS OF AGILE PARTIES

Section 2.01 Consent

of Agile Parties. Each Agile Party hereby consents to the terms of the Melar Loan Documents and 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 Agile

Loan Documents, notwithstanding any provisions therein to the contrary. Each Agile Party acknowledges and agrees that (i) there are no

restrictions on the Agile Loan Parties, Everli or any of their respective subsidiaries or Affiliates under the Agile Loan Documents (and

if any such restrictions do in fact remain, such restrictions shall not be enforceable against the Agile Loan Parties under any circumstances)

(A) in granting security interests and Liens on their respective assets and properties to Melar Lender and YA Lender and (B) paying in

cash, by conversion or any other form of payment the obligations under the Melar Loan Documents and the YA Loan Documents. Each Agile

Party hereby covenants and agrees that it shall not, in any manner, hinder, delay or restrict the granting of security interest and Liens

on the assets of any Loan Party or any obligations owing to Melar Lender or YA Lender under the respective Loan Documents or the payment

of any obligations owing to Melar Lender or YA Lender under the respective Loan Documents. Each Agile Party covenants and agrees that

the only Persons obligated under any Agile Indebtedness under any Agile Loan Document is Holdings and Palella. No Agile Party shall accept

or require any other Person to be obligated on any Agile Indebtedness at any time prior to the Final Payout Date except as expressly with

respect to payment obligations as set forth in Section 3.02 below.

Article

SUBORDINATION; INSOLVENCY PROCEEDING MATTERS; TURNOVER

Section 3.01 Subordination

of Subordinated Debt to Senior Obligations. Except as otherwise provided in Section 3.02 hereof, each Agile Loan Party covenants

and agrees, and Subordinated Creditor as herein provided and otherwise by its acceptance of the Subordinated Debt Documents (whether upon

original issue or upon transfer or assignment) likewise covenants and agrees, notwithstanding anything to the contrary contained in any

of the Subordinated Debt Documents, that the payment of any and all of the Subordinated Debt by or on behalf of any Agile Loan Party shall

be subordinate and subject in right and time of payment, to the extent and in the manner hereinafter set forth, to the prior occurrence

of the Final Payment Date. Each holder of Senior Obligations, whether now outstanding or hereafter created, incurred, assumed or guaranteed,

shall be deemed to have acquired the Senior Obligations in reliance upon the provisions contained in this Agreement.

Section 3.02 Subordinated

Debt Payment Restrictions. Notwithstanding the terms of the Subordinated Debt Documents, until the Final Payout Date has occurred,

each Agile Loan Party agrees that it may not make, and Subordinated Creditor hereby agrees that it will not accept from any Agile Loan

Party, directly or indirectly, any Distribution with respect to the Subordinated Debt, except for the Subordinated Permitted Payments.

Section 3.03 Liquidation,

Dissolution, Bankruptcy.

(a) In

the event of any Insolvency Proceeding involving any Agile Loan Party, the Final Payout Date shall have occurred before any Distribution,

whether in cash, securities or other property (other than Subordinated Securities), shall be made by any Company Party to Subordinated

Creditor on account of any Subordinated Debt

(b) In

the event of any Insolvency Proceeding involving any Company Party, any Distribution, whether in cash, securities or other property (other

than Subordinated Securities) which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated

Debt shall be paid or delivered directly to Senior Creditor (to be held and/or applied by Senior Creditor in accordance with the terms

of the applicable Senior Debt Documents) until the Final Payout Date has occurred. Subordinated Creditor irrevocably authorizes, empowers

and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority,

to pay or otherwise deliver all such Distributions to Senior Creditor. Subordinated Creditor also irrevocably authorizes and empowers

Senior Creditor, in the name of Subordinated Creditor, to demand, sue for, collect and receive any and all such Distributions.

Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity,

perfection or priority of the Senior Obligations or any liens and security interests securing the Senior Obligations.

(d) Subordinated

Creditor agrees that Senior Creditor may consent to the use of cash collateral or provide debtor-in-possession financing to any of the

Company Parties on such terms and conditions and in such amounts as Senior Creditor, in their sole discretion, may decide and, in connection

therewith, such Company Party may grant to Senior Creditor liens and security interests upon all or any of the property of such Company

Party, which liens and security interests may secure payment of the Senior Obligations (whether such Senior Obligations arose prior to

the commencement of any Insolvency Proceeding or at any time thereafter) and any other financing provided by Senior Creditor. Subordinated

Creditor agrees that it will: (x) not seek to provide financing to any Company Party in any Insolvency Proceeding; (y) support, and not

object to or oppose, any Disposition of any property (or any process pertaining to such Disposition of any property) securing all of any

part of the Senior Obligations free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363

of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Senior Creditor has consented to such Disposition

and is releasing its security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan of reorganization

with respect to any Company Party which Senior Creditor has not consented in writing. Subordinated Creditor agrees to object to and vote

to reject confirmation of any plan of reorganization with respect to any Company Party which Senior Creditor has objected to and/or rejected

in writing. Subordinated Creditor further agrees not to assert any right it may have to “adequate protection” of any interest

Collateral in any Insolvency Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral

without the prior written consent of Senior Creditor. Subordinated Creditor waives any claim it may now or hereafter have arising out

of Senior Creditor’s election, in any Insolvency Proceeding instituted under the Bankruptcy Code, of the application of Section

1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any

Company Party, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any

creditor’s committee without Senior Creditor’s prior written consent.

(e) Subordinated

Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Senior Creditor

in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Senior Creditor its agent and attorney-in-fact

to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30

days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure

of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided, however,

that Senior Creditor shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that

Senior Creditor votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change

or withdraw such vote.

(f) The

Senior Obligations shall continue to be treated as senior to the Subordinated Debt and the provisions of this Agreement shall continue

to govern the relative rights and priorities of Senior Creditor and Subordinated Creditor even if all or part of the Senior Obligations

or the security interests securing the Senior Obligations are subordinated, set aside, avoided, invalidated or disallowed in connection

with any Insolvency Proceeding of any Company Party, and this Agreement shall be reinstated if at any time any payment of any of the Senior

Obligations is rescinded or must otherwise be returned by any holder of Senior Obligations or any representative of such holder.

(g) This

Agreement is intended to be and shall be enforceable as a “subordination agreement” within the meaning of Section 510(a) of

the Bankruptcy Code.

Section 3.04 Subordinated

Debt Standstill Provisions. Until the Final Payout Date, Subordinated Creditor shall not, without the prior written consent of

Senior Creditor, take any Enforcement Action with respect to the Subordinated Debt. Any Distributions or other proceeds of any

Enforcement Action obtained by Subordinated Creditor in violation of the foregoing prohibition shall in any event be held in trust

by Subordinated Creditor for the benefit of Senior Creditor and promptly paid or delivered to Senior Creditor in the form received

until the Final Payout Date has occurred.

Section 3.05 Incorrect

Payments; Turnover. If any Distribution on account of the Subordinated Debt not permitted to be made by any Company Party or

accepted by Subordinated Creditor under this Agreement is made and received by Subordinated Creditor, such Distribution shall not be

commingled with any of the assets of Subordinated Creditor, shall be held in trust by Subordinated Creditor for the benefit of

Senior Creditor and shall be promptly paid over to Senior Creditor for application (in accordance with the Senior Debt Documents) to

the payment of the Senior Obligations then remaining unpaid, until the Final Payout Date has occurred. In the event Subordinated

Creditor receives collateral or proceeds to which it is not entitled hereunder, Subordinated Creditor shall be deemed to hold all of

such collateral or proceeds in trust for the benefit of Senior Creditor and shall promptly pay over to each such party such

collateral or proceeds in the same form as received, with any necessary endorsements.

Section 3.06 No

Shared Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens; Additional Covenants.

(a) The

Subordinated Creditor hereby covenants and agrees that the Lien of the Subordinated Creditor on the Agile Collateral does not extend to

and include any Senior Collateral. The Subordinated Creditor shall not demand or accept as Agile Collateral any Senior Collateral. Any

Lien of the Subordinated Creditor against the Senior Creditor or any Senior Collateral shall be void ab initio. In addition, if

the Agile Parties were to obtain a Lien on any Senior Collateral in the future (whether through operation of law, inadvertent filing,

or otherwise), such Lien would be automatically junior and subordinate to the Liens of the Senior Creditor.

(b) Subordinated

Creditor agrees that it will not at any time (1) contest the validity, perfection, priority or enforceability of the Senior Obligations,

the Senior Documents, or the Liens of Senior Creditor in the collateral securing the Senior Obligations, (2) contest or challenge, or

join any other Person in contesting or challenging, the transfers of Collateral or the Company Parties pursuant to the Senior Documents,

whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a

transfer other than a “true sale” or a “true contribution,” (3) assert that any Person and any Company Party should

be substantively consolidated or that any Company Party is not or was not a limited liability company or corporation separate and distinct

from Holdings or its Affiliates or any other Person, (4) institute, or cause to require Holdings or any of its Affiliates to institute,

any action or suit or exercise, or cause or require Holdings or any of its Affiliates to exercise, any rights or remedies upon or with

respect to any breach or default by any Company Party or any other Person under any Senior Documents or attempt to prohibit or restrict

any sale or other transfer of Collateral or to interfere in any manner with the transactions contemplated by the Senior Debt Documents.

the event Senior Creditor releases or agrees to release any of its Liens in the Collateral in connection with a Disposition that is in

connection with Senior Creditor’s exercise of remedies following a Senior Event of Default, then any Lien held by Subordinated Creditor

in such Collateral (if any) in violation of this Agreement shall be automatically, unconditionally, and simultaneously released, provided,

however, that 100% of the net proceeds of such Disposition shall be applied first to reduce the Senior Obligations until the Senior Obligations

are satisfied.

Section 3.07 Obligations

Hereunder Not Affected. All rights and interest of Senior Creditor hereunder and of the Subordinated Creditor hereunder, and all agreements

and obligations of Senior Creditor hereunder and of Subordinated Creditor, the Company Parties hereunder, shall remain in full force and

effect irrespective of:

(a) any

lack of validity or enforceability of any document evidencing any of the Senior Obligations or any document evidencing any of the Subordinated

Debt;

(b) (i)

any change in the time, manner or place of payment of, or any other term of, all or any of the Senior Obligations, or any other amendment

or waiver of or any release or consent to departure from any of the Senior Documents; and (ii) subject to Section 4.02 hereof, any change

in the time, manner or place of payment of, or any other term of, all or any of the Subordinated Debt, or any other amendment or waiver

of or any release or consent to departure from any of the Subordinated Debt Documents;

exchange or release of any Collateral in connection with the enforcement or collection of the Senior Obligations or any non-perfection

of liens constituting the Senior Obligations; and any non-perfection of liens constituting the Subordinated Debt;

(d) (i)

any failure of Senior Creditor to assert any claim or to enforce any right or remedy against any other party hereto under the provisions

of this Agreement or any Senior Document; and (ii) any failure of the Subordinated Creditor to assert any claim or to enforce any right

or remedy against any other party hereto under the provisions of this Agreement or any Subordinated Debt Document;

(e) (i)

any reduction, limitation, impairment or termination of the Senior Obligations for any reason, including any claim of waiver, release,

surrender, alteration or compromise, and shall not be subject to (and the Company Parties and Subordinated Creditor hereby waive any right

to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness,

irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Obligations; and (ii) any reduction,

limitation, impairment or termination of the Subordinated Debt for any reason, including any claim of waiver, release, surrender, alteration

or compromise, and shall not be subject to (and the Companies and Senior Creditor hereby waive any right to or claim of) any defense or

setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise,

unenforceability of, or any other event or occurrence affecting, any Subordinated Debt; and

(f) any

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

Obligations or of the Subordinated Debt or in respect of this Agreement (other than the defense of payment in full of the Senior Obligations

or the Subordinated Debt, as applicable).

Subordinated Creditor acknowledges and agrees

that Senior Creditor may in accordance with the terms of the Senior Documents and this Agreement, unless otherwise required hereunder

without notice or demand and without affecting or impairing Subordinated Creditor’s obligations hereunder, (i) modify the Senior

Documents; (ii) take or hold security for the payment of the Senior Obligations and exchange, enforce, foreclose upon, waive and release

any such security; (iii) apply such security and direct the order or manner of sale thereof as Senior Creditor in its sole discretion,

may determine; (iv) release and substitute one or more endorsers, warrantors, borrowers or other obligors; and (v) exercise or refrain

from exercising any rights against any Company Party or any other Person.

Section 3.08 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

SALES AND TRANSFERS; MODIFICATIONS; NON-RELIANCE; WAIVERS; ETC.

Section 4.01 Sale, Transfer

or other Disposition of Subordinated Debt.

(a) Subordinated

Creditor shall not sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Debt or any Subordinated Debt

Document unless prior to the consummation of any such action, Senior Creditor shall have consented in writing to such action.

(b) Notwithstanding

the failure of any transferee to execute or deliver an agreement substantially identical to this Agreement, the subordination effected

hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of the Subordinated Debt, and the

terms of this Agreement shall be binding upon the successors and assigns of Subordinated Creditor, as provided in Section 7.07

hereof.

Section 4.02 Modifications

to Subordinated Debt Documents. Until the Final Payout Date has occurred, Subordinated Creditor shall not, without the prior written

consent of Senior Creditor (which may be withheld, denied or conditioned, in the sole discretion of the Senior Creditor), agree to any

amendment, modification or supplement to the Subordinated Debt Documents in a manner adverse to the Senior Creditor. Without limiting

the generality of the foregoing, for the purposes of this Section 4.02, amendments or modifications that have the following effect

shall be deemed to be materially adverse to the Senior Creditor: (i) increase the principal amount of the Subordinated Debt, (ii) increase

the interest rate or the default interest rate of or with respect to the Subordinated Debt, (iii) change the dates upon which payments

of principal or interest on the Subordinated Debt are due to earlier dates, (iv) takes or accepts any additional collateral (other than

Agile Collateral) or guarantees by any Person (other than an Agile Party of the Effective Date) or (v) add any new covenants or events

of default (howsoever defined) to restrict in any manner the payment of the obligations under the Senior Debt Documents or create additional

events of default thereunder.

Section 4.03 Nonreliance.

Subordinated Creditor agrees that (a) it has, independently and without reliance upon Senior Creditor and based on such documents and

information as it has deemed appropriate, made its own credit analyses and decisions to enter into the Subordinated Debt Documents to

which it is party, and (b) it will, independently and without reliance upon Senior Credit, and based on such documents and information

as it shall from time to time deem appropriate, continue to make its own credit decisions in taking or not taking any action under this

Agreement or any Subordinated Debt Documents to which it is party in accordance with this Agreement. The Senior Creditor shall have no

duty to disclose to the Subordinated Creditor any information relating to any Company Party or any of its Subsidiaries or any other circumstance

bearing upon the risk of nonpayment of the Senior Obligations or Subordinated Debt, as the case may be, that is known or becomes known

to Senior Creditor or any of their Affiliates.

Section 4.04 Marshaling.

Subordinated Creditor hereby waives any rights it may have under applicable law to assert the doctrine of marshaling or to otherwise require

Senior Creditor to marshal any property of the Company Parties or any other guarantor of the Senior Obligations for the benefit of Subordinated

Creditor.

Section 4.05 Rights

Relating to Senior Creditor’s Actions with respect to the Collateral. Subordinated Creditor hereby waives any rights which it

may have to enjoin or otherwise obtain a judicial or administrative order preventing Senior Creditor from taking, or refraining from taking,

any action with respect to the Senior Documents or all or any part of the Collateral not in violation of the terms of this Agreement.

Article

REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations

and Warranties of Subordinated Creditor. Each Agile Party hereby represents and warrants to Senior Creditor that as of the date hereof:

(i) such Agile Party is a corporation or limited liability company organized under the laws of its jurisdiction of incorporation

or organization; (ii) such Agile Party has the power and authority to enter into, execute, deliver and carry out the terms of this

Agreement; (iii) the execution of this Agreement by Such Agile Party will not violate or conflict with any material agreement binding

upon Such Agile Party or any law, regulation or order or require any consent or approval which has not been obtained; (iv) this Agreement

is the legal, valid and binding obligation of such Agile Party, enforceable against such Agile Party in accordance with its terms, except

as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement

of creditors’ rights generally or by equitable principles; and (v) such Agile Party is the sole owner, beneficially and of record,

of the Subordinated Debt Documents and the Subordinated Debt.

Section 5.02 Representations

and Warranties of Senior Creditor. Senior Creditor hereby represents and warrants to Subordinated Creditor that as of the date hereof:

(i) Senior Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which

have been duly authorized by all proper and necessary action; (ii) the execution of this Agreement by Senior Creditor will not violate

or conflict with the organizational documents of Senior Creditor, any material agreement binding upon Senior Creditor or any law, regulation

or order or require any consent or approval which has not been obtained; and (iii) this Agreement is the legal, valid and binding obligation

of Senior Creditor, enforceable against Senior Creditor in accordance with its terms, except as such enforceability may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally

or by equitable principles.

Section 5.03 Representations

and Warranties of Everli. Everli, for itself and on the Everli Subsidiaries, hereby makes the following representations and warranties

to Senior Creditor and Subordinated Creditor as of the Effective Date:

(a) Everli

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 Everli, duly executed and delivered by Everli and constitutes valid and binding obligations of Everli enforceable

against Everli in accordance with its terms, subject to the Enforceability Exceptions.

(b) Neither

the execution, delivery or performance by Everli 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 Everli 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 Everli 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 Everli.

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 Everli of this Agreement or (ii) the legality,

validity, binding effect or enforceability of this Agreement with respect to Everli.

Section 5.04 Representations

and Warranties of Palella and Holdings. Palella and Holdings hereby makes the following representations and warranties to Senior Creditor

and Subordinated Creditor as of the Effective Date:

(a) 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.

(b) 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.

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

NOTICE OF DEFAULT; AMENDMENTS

Section 6.01 Notices

of Events of Default. Each Agile Loan Party agrees to provide the Senior Creditor a copy of any written notice of an “Event

of Default” (as defined in the Subordinated Loan Documents) delivered to it by the Subordinated Creditor.

Section 6.02 Copies

of Certain Loan Documents. Each Agile Loan Party agrees to provide the Senior Creditor a copy of any executed amendment, waiver, supplement

or other modification of the Subordinated Loan Documents promptly following the execution thereof by the applicable Loan Parties and the

applicable party thereto.

Article

MISCELLANEOUS

Section 7.01 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 Subordinated Creditor:

Agile Capital Funding, LLC

Agile Lending, LLC

244 Madison Ave, Suite 168

New York, NY 10016

Attn: Aaron Greenblott

Email: [***]

with a copy to:

Pierce Murphy, Esq.

400 East Pratt St., Suite 900

Baltimore, MD 21202

pmurphy@silvermanthompson.com

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 Everli:

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 7.02 Modification.

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

each Agile Party, YA Lender and Melar Lender.

Section 7.03 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 7.04 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 7.05 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 Party 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 Party 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 7.05(a). Each Party 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.

Party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. 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 7.06 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 7.07 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 each Agile Party, Melar Lender, YA Lender and the Loan Parties.

(b) No

Agile Party shall have the right to assign or transfer any Subordinated Debt or any Subordinated Debt Document except to the extent permitted

under Section 4.01 of this Agreement.

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.

(d) To

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.

(e) 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).

(f) Any

assignment or transfer made in violation of this Section 7.07 shall be null and void.

Section 7.08 Relative

Rights; No Right of Loan Parties to Enforce. This Agreement shall define the relative rights of Melar Lender and YA Lender, on the

one hand, and the Agile Parties, on the other hand. 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 among the Loan Parties and YA Lender, as applicable, the obligations of the Loan Parties with

respect to the payment of the Melar Indebtedness and the YA Indebtedness in accordance with their respective terms, (b) impair, as among

the Agile Parties and the Loan Parties, the obligations of the Loan Parties with respect to the payment of the Agile Indebtedness in accordance

with its terms, subject, however, to the provisions this Agreement, or (c) affect the relative rights of Melar Lender, YA Lender or Agile

Parties 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 or even if all or any part of the Agile Indebtedness or the Liens in favor of the Agile Parties, in any such case, are avoided,

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

Section 7.09 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

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

Section 7.10 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 7.11 Trust Account

Waiver. Everli 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 Everli as if such provisions were incorporated into this Agreement (with

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

Section 7.12 Nonreliance;

Information Concerning Financial Condition.

(a) Each

of Lender acknowledges that (i) each has, independently and without reliance upon any other Lender based on such documents and information

as each Lender has deemed appropriate, made its own credit analyses and decisions to enter into or continue the its Loan Documents and

(ii) each Lender will, independently and without reliance upon any other Lender based on such documents and information as they shall

from time to time deem appropriate, continue to make its own credit decisions in taking or not taking any action under this Agreement

or any of its Loan Documents. Each Lender shall have no duty to disclose to any other Lender, any information relating to any Loan Party,

or any other circumstance bearing upon the risk of nonpayment of any Loan Party any Lender Indebtedness, as the case may be, that is known

or becomes known to such Lender or any of their respective Affiliates.

(b) Each

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 its Lender Indebtedness has and shall have no duty to advise any other Lender of information known

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

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

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

information which, pursuant to its commercial finance practices, such Lender wishes to maintain confidential.

Section 7.13 The Released

Everli Shares. Each of Melar Lender and YA Lender hereby agrees to release the Released Everli Shares from the collateral securing

the Melar Indebtedness and the collateral securing the YA Indebtedness, respectively, concurrently with the transfer of the Released Everli

Shares by Holdings to Agile Lender pursuant to the First Amendment to Business Loan, Guaranty and Security Agreement dated as of the Effective

Date by and among Holdings, Everli, Palella and the Agile Parties.

Section 7.14 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.

Section 7.15 Termination

of Agreement. This Agreement shall remain in full force and effect until the Payment in Full of the Senior Obligations 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 7.16 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 no 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.

AGILE PARTY:

Agile Capital Funding, LLC

By:

/s/ Aaron Greenblott

Name:

Aaron Greenblott

Title:

CEO

Agile Lending, LLC

By:

/s/ Aaron Greenblott

Name:

Aaron Greenblott

Title:

CEO

[Signature Page to Intercreditor

Agreement]

MELAR LENDER:

Melar Acquisition Corp. I

By:

/s/ Gautam Ivatury

Name:

Gautam Ivatury

Title:

Chief Executive Officer

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/ Matt Beckman

Name:

Matt Beckman

Title:

Manager

[Signature Page to Intercreditor

Agreement]

Acknowledged as of the Effective Date set forth above:

EVERLI:

Everli Global Inc.

By:

/s/ Salvatore Palella

Name:

Salvatore Palella

Title:

Chief Executive Officer

PALELLA:

/s/ Salvatore Palella

Salvatore Palella

HOLDINGS:

Palella Holdings LLC

By:

/s/ Salvatore Palella

Name:

Salvatore Palella

Title:

Manager

[Signature

Page to Intercreditor Agreement]

SUBSIDIARIES OF EVERLI:

EVERLI EUROPE S.r.l

By:

/s/ Gian Luca Spriano

Name:

Gian Luca Spriano

Title:

Director

EVERLI S.p.A.

By:

/s/ Gian Luca Spriano

Name:

Gian Luca Spriano

Title:

Director

[Signature Page to Intercreditor Agreement]

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dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- 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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- 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 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

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

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

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- Details

Name:

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- Details

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- Details

Name:

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