Exhibit 10.12

 

Settlement Agreement / Debt Restructuring Agreement — English Translation

 

ENGLISH TRANSLATION — COURTESY TRANSLATION OF THE ORIGINAL ITALIAN DOCUMENT. IN THE EVENT OF ANY DISCREPANCY, THE ITALIAN ORIGINAL SHALL PREVAIL.

 

Milan, 30 January 2026

 

To:

Banca Progetto S.p.A. in A.S.

Via Bocchetto, 6

20123 – Milan

 

PEC (certified email): recuperocrediti@pec.bancaprogetto.it

 

SUBJECT: PRIVATE AGREEMENT / DEBT RESTRUCTURING AGREEMENT

 

Dear Sirs,

 

Further to the discussions held, we set out below, by way of contractual proposal pursuant to law, the terms of the Debt Restructuring Agreement, which shall be deemed concluded upon Your acceptance of the entire content of this letter.

 

DEBT RESTRUCTURING AGREEMENT

 

BETWEEN

 

(1)BANCA PROGETTO S.P.A. IN A.S., with registered office in Milan (MI), at Via Bocchetto, 6, share capital Euro 10,404,418.17, tax code 02261070136, VAT number 02261070136, registered with the Companies’ Register of Milan under no. 02261070136, entered under no. 5332 in the Register of Banks authorized by the Bank of Italy pursuant to art. 13 of the Consolidated Banking Act (T.U.B.), member of the Interbank Deposit Protection Fund, member of the National Guarantee Fund pursuant to art. 62, paragraph 1, of Legislative Decree no. 415 of 23 July 1996, duly represented by Paolo Piovini, by virtue of a power of attorney granted by notarial deed of Notary Angelo Busani, Rep. 67.026 Racc. 32.430, dated 3 July 2025 (“Banca Progetto” or the “Institution”),

 

– of the one part –

 

AND

 

(2)EVERLI S.P.A., tax code and registration number with the Companies’ Register (C.C.I.A.A.) of Milan no. 04297730238, with registered office in Milan (MI), Via Duccio da Boninsegna, 10 – 20145, represented by its pro tempore legal representatives Jonathan Eigil Hannestad, tax code HNNJTH94E31Z107D, born in Sollerod (Denmark) on 31 May 1994, and Gian Luca Maria Stefano Spriano, tax code SPRGLC82E12L219R, born in Turin on 12 May 1982, both domiciled at the registered office of the company itself (“Everli”);

 

– of the other part –

 

(collectively referred to in the Deed as the “Parties” and, individually, a “Party”).

 

Page 1 of 13

 

 

Settlement Agreement / Debt Restructuring Agreement — English Translation

 

WHEREAS

 

(A)by virtue of the following factoring agreements (the “Everli Factoring Agreements”):

 

(i) the pro solvendo Factoring Agreement entered into between Banca Progetto and Everli on 21 June 2024, having as its subject matter the assignment of future receivables owed by Everli’s debtors, as well as;

 

(ii) the pro soluto Factoring Agreement entered into between Banca Progetto and Everli on 21 June 2024, having as its subject matter the outright (definitive) assignment of receivables owed by Everli in respect of no. 25 debtors,

 

Everli is indebted to Banca Progetto in an amount equal to, as of 10 December 2025 (the “Reference Date”), a total of Euro 8,776,444.77 (eight million seven hundred seventy-six thousand four hundred forty-four point seventy-seven), inclusive of principal and interest, as more particularly set out in Exhibit 1 (Description of the Original Consolidated Everli Debt and summary of amounts owed) to this Agreement (the “Original Consolidated Everli Debt”), plus default interest;

 

(B)The Companies have experienced a period of financial strain over recent years and, as part of a broader investment and turnaround plan, Palella Holdings acquired the entire ownership of Everli on 21 February 2024. During the course of fiscal year 2025, Palella Holdings engaged in discussions with Banca Progetto with a view to redefining the Companies’ exposures in the context of a turnaround of the relevant group, including through the listing of Everli on the New York Stock Exchange;

 

(C)on 14 November 2025, Palella Holdings and Banca Progetto shared the final version of a Term Sheet (the “Term Sheet”) containing the principal terms and conditions of the restructuring of the Total Original Debt (the “Transaction”);

 

(D)the Debtor intends to settle its debtor position by paying the Institution, in full and final settlement and by way of a settlement transaction, part of the Total Original Debt, by no later than 31 January 2030;

 

(E)the Parties therefore have an interest in formalizing this restructuring agreement (the “Agreement” or the “Restructuring Agreement”), on the terms and in the manner more fully set out below, in order to, inter alia, reach an amicable and settlement-based resolution of the entire debtor position affecting the Debtor.

 

NOW, THEREFORE, deeming the foregoing recitals to be an integral and substantial part of the Agreement, together with the Exhibits, the Parties

 

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Settlement Agreement / Debt Restructuring Agreement — English Translation

 

HEREBY AGREE AND COVENANT

 

as follows.

 

1. RECITALS, EXHIBITS, DEFINITIONS, INTERPRETATION

 

1.1 Recitals and Exhibits

 

The recitals and exhibits to this agreement (the “Recitals” and the “Exhibits”) form an integral part of this Agreement, having the value and force of agreements binding upon the Parties jointly and severally and their respective successors, assignees or successors in interest.

 

1.2 Definitions

 

Unless otherwise established or specified, or unless the context otherwise requires, terms used with an initial capital letter in this Agreement shall have the meaning attributed to them below:

 

“Agreement” or “Restructuring Agreement” means this agreement;

 

“Civil Code” means Royal Decree no. 262 of 16 March 1942;

 

“Institution’s Account” means the bank current account held in the name of the Institution, with the following IBAN code IT73T0501501600000002201040;

 

“Everli Factoring Agreements” has the meaning given to it in Recital (A) of this Agreement;

 

“Original Agreements” means, jointly or individually, the Everli Factoring Agreements;

 

“Reference Date” has the meaning given to that term in Recital (A);

 

“Signing Date” means the date on which this Agreement is executed;

 

“Original Consolidated Everli Debt” has the meaning given to it in Recital (A) of this Agreement;

 

“Total Outstanding Debt” has the meaning given to it in art. 2.1, letter (b);

 

“Debtor” means, jointly or severally, the Companies;

 

“Business Day” means any day, other than Saturday or Sunday, on which banks are open for their ordinary business in Milan and Rome and during which the Trans-European Automated Real Time Gross Settlement Express Transfer System (TARGET2) or any system replacing it is operational;

 

“Group” means the group of companies formed by Palella Holdings and Everli;

 

“Bankruptcy Law” means Royal Decree no. 267 of 16 March 1942, as amended, supplemented and/or replaced from time to time, it being understood that any reference to the provisions of the Bankruptcy Law shall be deemed to refer to the corresponding applicable provisions of Legislative Decree no. 14 of 12 January 2019 (Code of Business Crisis and Insolvency), as subsequently supplemented and amended;

 

“Privacy Regulations” means the “Personal Data Protection Code” under Legislative Decree no. 196 of 30 June 2003, as subsequently amended, supplemented and/or replaced, as well as the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC;

 

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Settlement Agreement / Debt Restructuring Agreement — English Translation

 

“Parties” means jointly the Debtor and the Institution;

 

“Costs” means the lump-sum contribution determined for the legal costs incurred by the Institution to date.

 

1.3 Interpretation

 

(a)Any reference to a law, legislative decree, decree-law or other regulatory measure shall be understood as a reference to such law, legislative decree, decree-law or other regulatory measure as amended and/or supplemented and/or replaced from time to time.

 

(b)In this Agreement, unless the context otherwise requires, use of the masculine gender shall be deemed to include the feminine gender, and terms in the singular shall also include the plural and vice versa.

 

(c)Unless otherwise indicated, references to Clauses, Recitals, Articles and Exhibits are references to the recitals, articles and exhibits of this Agreement.

 

(d)The headings of the Articles, paragraphs and Exhibits of this Agreement are inserted for ease of reference only and may not be used for purposes of interpreting the contractual provisions.

 

(e)References to data, documents, records or information are to any data, documents, records or information available on any medium.

 

2. RESTRUCTURING AGREEMENT

 

2.1 Subject Matter of the Restructuring Agreement

 

(a)Upon execution of this Agreement, without prejudice to the provisions of the following article 5 (Termination of the Agreement):

 

(i) the Parties hereby declare and acknowledge that they have definitively settled their relationship and that no further claims may be raised on any grounds in their reciprocal dealings, including pursuant to article 1965 of the Italian Civil Code.

 

(ii) the Original Consolidated Everli Debt shall form a single consolidation of the debtor exposures arising from the Everli Factoring Agreements;

 

(iii) Banca Progetto, pursuant to and for the purposes of art. 1236 of the Italian Civil Code, subject to the Debtor’s punctual and exact performance of all payment obligations set forth in this Agreement, declares that it releases in favor of the Debtor, who expressly accepts such release, an amount equal to 10% of the Total Original Debt, i.e., Euro 939,940.71 (nine hundred thirty-nine thousand nine hundred forty point seventy-one) (the “Write-off”).

 

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Settlement Agreement / Debt Restructuring Agreement — English Translation

 

(b)The Parties acknowledge and agree that, following the Write-off and the punctual and exact performance by the Debtor of all payment obligations under this Agreement, the portion of the residual debt owed by Everli (the “Residual Consolidated Everli Debt”) amounts to Euro 7,836,504.06 (seven million eight hundred thirty-six thousand five hundred four point six), as more particularly set out in Exhibit 2 (Description of the Total Outstanding Debt and summary of amounts owed). Accordingly:

 

(c)the Company undertakes to pay in full its share of the Total Outstanding Debt in favor of the Institution, according to the following installments, terms and deadlines:

 

(i) installment no. 1 equal to Euro 285,775.31 (two hundred eighty-five thousand seven hundred seventy-five point thirty-one), to be paid by the later of the following dates: (i) the 5th (fifth) Business Day following the Signing Date and (ii) 10 February 2026, by one or more bank transfers;

 

(ii) installment no. 2 equal to Euro 1,049,127.05 (one million forty-nine thousand one hundred twenty-seven point five), to be paid by the last day of the eighth calendar month following the Signing Date, by one or more bank transfers;

 

(iii) installment no. 3 equal to Euro 1,757,433.34 (one million seven hundred fifty-seven thousand four hundred thirty-three point thirty-four), to be paid by the last day of the twenty-fourth calendar month following the Signing Date, by one or more bank transfers;

 

(iv) as to the remaining amount, the Company shall repay its relevant portion by way of no. 42 (forty-two) monthly installments of constant principal amount, considering in the aggregate the sum of the installments to be paid by the Debtor on each due date, as per the payment schedules and due dates set out in the attached payment plans in Exhibit 2 (Everli Payment Plan).

 

3. INTEREST, PAYMENT TERMS AND EARLY REPAYMENTS

 

3.1 Interest Accrued as of the Signing Date

 

Without prejudice to the provisions of article 5 (Termination of the Agreement), the Parties expressly agree that the corresponding and default interest, as well as any other charge, expense or commission, accrued from the Reference Date to the Signing Date, shall be waived by Banca Progetto and, therefore, shall not be payable by the Companies, provided that the Debtor punctually and exactly performs all payment obligations set forth in this Agreement.

 

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Settlement Agreement / Debt Restructuring Agreement — English Translation

 

3.2 Corresponding and Default Interest

 

(a)The Parties expressly agree that, starting from the day following the Signing Date, an annual corresponding interest rate equal to 2.75% (two point seventy-five percent) shall accrue on each item of the Total Outstanding Debt. This rate was used in calculating the installments referred to in the preceding art. 2.

 

(b)The Parties expressly agree that, in the event of failure to pay any amount due in accordance with the terms set out in articles 2.1, letters (c) and (d), and 3.1, without prejudice to all legal and contractual remedies, annual default interest equal to 1% (one percent) shall accrue on such amounts, from the date on which payment should have been made until actual payment.

 

3.3 Payment Terms and Procedures for the Total Outstanding Debt and Interest

 

The Debtor shall make payments to the Institution by bank transfer to the Institution’s Account with IBAN IT73T0501501600000002201040, in accordance with the terms and deadlines set out in Clause 2.1 (Subject Matter of the Restructuring Agreement), as per the amortization schedule in Exhibit 2 (Everli Payment Plan).

 

3.4 Early Repayments

 

The Parties mutually acknowledge and agree that the Debtor may, at any time, prepay the Total Outstanding Debt, in whole or in part (including through payments made by third parties), upon 3 (three) Business Days’ prior notice. Should a Debtor pay, directly or indirectly, the entire amount of the debt owed as of the same date, by no later than the last day (inclusive) of the twenty-fourth month following the Signing Date, the amount of such individual debt shall be further reduced by an additional 5% (five percent) by way of a further write-off in addition to the Write-off referred to in the preceding art. 2.1, letter (a).

 

4. LEGAL ACTIONS

 

4.1Pending the performance of this Agreement, without prejudice to the provisions of the following article 5 (Termination of the Agreement), the Parties undertake, as of the Signing Date, where initiated, to abandon and waive any and all actions for payment of the Total Original Debt, including, by way of example and not exhaustively, individual or collective enforcement actions for the recovery of the debt and any actions aimed at asserting forfeiture of the benefit of the term against the Companies, or termination or withdrawal for default by the Companies.

 

5. TERMINATION OF THE AGREEMENT

 

The Parties hereby agree that the Agreement shall be terminated automatically by operation of law, pursuant to and for the purposes of art. 1456 of the Italian Civil Code, without prejudice, in any case, to compensation for damages, and with the automatic and immediate revival of the Original Agreements, and, consequently, the immediate debt of the entire original debt and subsequent interest under the relevant agreements, net of any amounts paid by the Debtor in the meantime, which shall be applied to the individual debtor exposures in accordance with the original agreements, in addition to default interest, expenses, etc., without any waiver by the Debtor, including by way of commencement of legal recovery actions, should even a single one of the following events occur, with reference also to only one of the Companies:

 

(a)failure to pay even a single installment of the Total Outstanding Debt in accordance with the terms and conditions set out in the preceding Clauses, where the payment delay continues beyond the term of 60 (sixty) days following the due date of the individual installment;

 

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Settlement Agreement / Debt Restructuring Agreement — English Translation

 

(b)should even a single one of the Representations and Warranties referred to in the following art. 6 be or turn out to be incorrect, or turn out to be false or misleading in any material respect, unless the factual and/or legal situation can be remedied so as to cure the inaccuracy, and this occurs within 60 (sixty) days from the later of the date of Banca Progetto’s notice regarding the inaccuracy and the date on which the Companies become aware of such inaccuracy;

 

(c)the occurrence of a state of insolvency, or subjection to any insolvency proceeding.

 

5.2In the event of default by the Debtor with respect to the obligations arising from this Agreement, without prejudice to the right to request termination pursuant to art. 5.1 above, Banca Progetto may, at its sole discretion, take legal action, including by way of enforcement, to obtain performance of the covenants set out in this Agreement.

 

6. REPRESENTATIONS AND WARRANTIES

 

6.1 Representations and Warranties of the Debtor

 

The Debtor represents and warrants as follows as of the Signing Date:

 

(a)that Everli is a joint-stock company (“società per azioni”) whose corporate purpose is, inter alia, «(i) the sale, in any form, including via the internet, of food and non-food products; the company may carry out all activities ancillary to trade, granting and assuming agency, representation and distribution agreements, with or without deposit, relating to the goods indicated above; (ii) commercial intermediation activities, including through an electronic platform; (iii) the development of software for the management of logistics networks in crowdsourcing, software development and portals for commercial activities and organized large-scale distribution; (iv) the development, production and marketing of apps, i.e. computer applications for mobile devices in any form, such as, for example, native apps, web apps and even hybrid apps; (v) the development of software for market analysis and marketing of surveys conducted; (vi) the application of apps and software in the field of editorial and multimedia works; (vii) the development, production and marketing of software to support and integrate manuals, works, books, brochures, illustrations; (viii) the evaluation of editorial and multimedia works; (ix) entering into agreements with authors relating to such works; (x) editorial review of works selected for publication through appropriate professional editing; (xi) management of an affiliate program to promote the sale of published works; (xii) distribution of works on major online stores at national and international level; (xiii) marketing and direct sale, including through an e-commerce platform, of digital e-books (with the possibility of value-added print integration), audio, video, books, games of digital matrices, files of various kinds, applications, software and multimedia material in general; (xiv) consulting and training in the areas indicated above; (xv) print-on-demand activities; (xvi) virtualization of documents and their digital conversion; (xvii) commercial and editorial printing; (xviii) the sale of advertising space, advertising agency activities and the management of marketing campaigns, including via the web; (xix) the development of websites, software and programs; (xx) the organization of events; (xxi) the sale of t-shirts, gadgets and merchandising activities in general», duly incorporated and validly existing under Italian law; represents and warrants that it has full legal capacity to carry on the business currently conducted and to have obtained all necessary resolutions and/or authorizations for the execution and performance of this Agreement;

 

(b)that the execution, perfection and performance by the Debtor of this Agreement, and of any other deed or transaction to be carried out pursuant thereto, as well as all the transactions contemplated herein, do not violate nor constitute a default under the Debtor’s organizational documents, nor under any applicable law, rule or regulation or measure of any public, administrative, supervisory, stock exchange, judicial or arbitral authority applicable thereto. All resolutions of the competent bodies of the Debtor necessary under the relevant organizational documentation have been adopted for purposes of the execution and performance of this Agreement by the respective representatives or attorneys-in-fact involved;

 

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Settlement Agreement / Debt Restructuring Agreement — English Translation

 

(c)that the Debtor has the capacity to execute and perform this Agreement and any further document connected thereto to which it is a party;

 

(d)that the Debtor, Palella Holdings and all companies of the Group all have full legal capacity, are not in a state of insolvency and there is no ongoing proceeding for the appointment of a guardian, custodian, support administrator, judicial administrator, liquidator or other similar bodies in relation to them, nor have any insolvency or similar proceedings been commenced against — nor, to their knowledge, are any pending against — the Debtor, Palella and/or any company of the Group in any jurisdiction, nor have any petitions and/or applications been filed for the declaration and/or opening of any such proceedings against any of the aforementioned parties;

 

(e)that the Debtor, Palella Holdings and all companies of the Group, including their respective representatives and attorneys-in-fact, have no criminal convictions and have not been subject to precautionary measures in criminal proceedings, are not currently charged in criminal proceedings, nor are they — to their knowledge — currently under investigation in criminal proceedings, in any jurisdiction;

 

(f)that the Debtor, Palella Holdings and all companies of the Group are not subject to any forced enforcement proceeding and/or any precautionary proceeding, in any jurisdiction, nor are they party to any civil, administrative, tax or accounting proceeding, in any jurisdiction, an adverse outcome of which would have prejudicial effects on the economic-financial and asset situation of the Debtor, Palella or the Group;

 

(g)that the obligations contained in this Agreement are valid and binding on the Debtor, jointly and severally, in accordance with the terms and conditions set forth herein.

 

The foregoing representations and warranties shall be deemed repeated by the Debtor on each payment date set out in the preceding Art. 2.1 and, in general, shall be valid and true for the entire duration of the Agreement.

 

7. PARTIAL INVALIDITY

 

7.1The nullity, invalidity and/or unenforceability of any provision of this Agreement shall not result in the nullity, invalidity and/or unenforceability of any other provision hereof.

 

7.2Should any one or more of the terms, conditions, Clauses, rights, duties, representations and/or Warranties set out in this Agreement conflict with those contained in any other agreement between the Parties, the terms, conditions, Clauses, rights, duties, representations and/or Warranties which are the subject matter of this Agreement shall in all cases prevail.

 

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8. CONFIDENTIALITY AND PROCESSING OF PERSONAL DATA

 

8.1The Parties, as well as their respective affiliated companies, subsidiaries, controlling companies and their respective directors, officers, employees, agents and/or representatives of any kind, undertake to keep confidential all information in any way relating to the transactions contemplated by this Agreement, including the identity of the Parties and the relevant terms and conditions, except (i) for information whose disclosure may be requested or appropriate in connection with any enforcement proceeding, writ of summons, order to appear or anything else connected with a judicial dispute or necessary to comply with the law, regulations, measures, decisions or instructions of the competent judicial authority or of a competent authority or to comply with an accounting rule or standard, and (ii) for information the disclosure of which is required pursuant to applicable laws and regulations and for information to be disclosed for good reason in the context of this transaction or of any interim financing, as well as for information to be disclosed, in any event to a limited extent, for the purposes of official press releases, the content and timing and manner of release of which the other Party has consented to in writing.

 

8.2By virtue of this Agreement, each Party guarantees, assuming all responsibility in this regard for its own area of competence, that the personal data of third parties will be processed and communicated to the other Parties solely for purposes inherent to, or in any event connected with, the performance of this Agreement.

 

8.3Upon execution of this Agreement, the Parties mutually authorize each other to use and retain their respective personal data in strict connection with the subject matter of this Agreement.

 

8.4The Parties further undertake to keep strictly confidential the terms of this Agreement, as well as any fact, circumstance or other matter referred to in the recitals, with an express prohibition on disclosing information concerning pending proceedings, the relationships had, and this Agreement.

 

8.5The Party which, as a direct consequence of the failure to comply with the aforementioned confidentiality obligation, should suffer any damage to its image, attributable to the terms, facts and circumstances of this Agreement, reserves the right to act to obtain compensation for damages.

 

9. COMMUNICATIONS

 

9.1 Address

 

Save as otherwise provided in this Agreement, any communication under this Agreement must be made in writing and sent by registered letter with return receipt or by courier or by certified email (PEC), to the following addresses and/or PEC addresses:

 

(a)for any communication provided for under this Agreement, the Institution indicates the following address:

 

BANCA PROGETTO S.P.A. IN A.S.

Via Bocchetto, 6

20123 — Milan (MI)

PEC: recuperocrediti@pec.bancaprogetto.it

 

For the attention of Paolo Piovini, as attorney-in-fact

 

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Settlement Agreement / Debt Restructuring Agreement — English Translation

 

(b)for any communication provided for under this Agreement, the Debtor indicates the following addresses:

 

EVERLI S.P.A.

Via Duccio da Boninsegna, 10

20145 – Milan (MI)

PEC: everli@pec.it

 

For the attention of Jonathan Eigil Hannestad and Gian Luca Stefano Spriano, as pro tempore representatives

 

PALELLA HOLDINGS LLC

Via Duccio da Boninsegna, 10

20145 – Milan (MI)

PEC: everli@pec.it

 

For the attention of Salvatore Palella, as pro tempore legal representative

 

or such other address as may be communicated from time to time in accordance with the procedures set out above. Any such change shall become effective only once 5 (five) Business Days have elapsed from receipt of the relevant communication.

 

9.2Any communication or document to be made or delivered under this Agreement shall be deemed duly made or delivered if sent or delivered to the addresses and/or PEC addresses referred to in the preceding Clause 9.1 (Address) and shall be deemed received on the date of receipt of the registered letter as indicated on the return receipt (if sent by registered letter with return receipt), or as evidenced by the courier’s receipt (if sent by courier), or on the date of transmission of the PEC message (if sent by PEC), provided that such transmission took place on a Business Day; otherwise, it shall be deemed received on the immediately following Business Day.

 

9.3The Parties may agree, subsequent to the date of execution of this Agreement, on alternative methods by which communications under this Agreement may be validly made, including, by way of example and not exhaustively, the possibility of making such communications directly by ordinary email.

 

10. GOVERNING LAW AND JURISDICTION

 

10.1 Governing Law

 

This Agreement and any non-contractual obligation relating thereto shall be governed by Italian law.

 

10.2 Jurisdiction

 

Any dispute relating to the interpretation, conclusion, performance or termination of this Agreement, or otherwise relating thereto, none excluded, shall be submitted to the exclusive jurisdiction of the courts of Milan, without prejudice to any mandatory legal jurisdiction.

 

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11. COSTS

 

Each Party shall bear its own costs and expenses incurred in connection with the negotiation, conclusion and performance of this Agreement. Any expenses and taxes relating to this Agreement and to any legally required publicity resulting therefrom shall in any case be borne exclusively by the Debtor, jointly and severally between them.

 

12. MISCELLANEOUS

 

12.1 Entirety of the Restructuring Agreement

 

This Agreement (including the Exhibits) constitutes the complete set of agreements between the Parties in relation to its subject matter and supersedes and replaces any agreement and undertaking (including the Original Agreements, save for their revival in the event of termination of this Agreement pursuant to the preceding art. 5.1), whether in writing or oral, between the Parties in relation to the subject matter of this Agreement.

 

12.2 No Novation Effect

 

Without prejudice to — and without limiting — the provisions of the preceding Clause 12.1 (Entirety of the Restructuring Agreement), the Parties mutually acknowledge and agree that none of the provisions of this Restructuring Agreement constitutes or may be interpreted as a novation of the obligations set forth in the Original Agreements. Likewise, the acts, transactions and activities carried out in performance of the provisions of this Agreement do not constitute, and may not be interpreted as, a novation of the obligations outstanding under the Original Agreements.

 

12.3 Conflict of Provisions

 

(a)In the event of a conflict between the provisions of each Original Agreement and the provisions of this Restructuring Agreement, the latter shall prevail.

 

(b)The Parties agree that, for the entire duration of this Restructuring Agreement, the clauses of the various Original Agreements shall not apply, even where they have not been directly or indirectly repealed, derogated from or replaced by this Restructuring Agreement.

 

13. TAX TREATMENT

 

13.1The Parties acknowledge that all taxes and/or duties (including registration taxes) that may become due in connection with this Agreement and/or for purposes of perfecting the transaction and making it enforceable against third parties, shall be borne exclusively by the Debtor.

 

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14. FINAL PROVISIONS

 

14.1The headings of this Agreement are used for convenience only and do not affect the interpretation of the Clauses contained herein.

 

14.2Any amendments and/or additions to/of this Agreement shall be valid only if made in writing and signed by all the Parties or by a representative thereof vested with the appropriate powers.

 

14.3This Agreement is governed by Italian law. For anything not expressly regulated in this Agreement, the applicable statutory provisions in force shall apply.

 

14.4The Parties reserve the right to make variations, amendments and/or additions to this Agreement, which must necessarily be made in writing.

 

14.5This Agreement does not confer on the Parties any power of mutual representation and/or agency, and does not allow them to enter into contracts on behalf of and/or in the name of the other.

 

14.6Each Party is required to perform the obligations arising from this Agreement with the diligence required by the nature of the activity, in full respect of the image of the other Party.

 

14.7The failure, delay or partial exercise by the Parties of the rights or remedies provided for by this Agreement shall not be construed as a waiver of such rights and remedies.

 

14.8This Agreement has been negotiated between the Parties in each of its terms and clauses.

 

14.9Pursuant to and for the purposes of art. 1966 of the Italian Civil Code, the Parties warrant and mutually acknowledge that they have the capacity to dispose of the rights that are the subject matter of this Agreement.

 

14.10Pursuant to and for the purposes of art. 1969 of the Italian Civil Code, the Parties agree that this settlement transaction may not be annulled for an error of law relating to matters that were the subject of the dispute between the Parties.

 

14.11The Parties mutually acknowledge that this Agreement and each covenant herein is the result of specific and direct negotiation between them and, therefore, articles 1341 and 1342 of the Italian Civil Code do not apply.

 

***

 

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Should you agree with the foregoing, we kindly ask You to return the text of this letter duly initialed and signed in full and unconditional acceptance, transmitting it to the following PEC address: everli@pec.it.

 

Milan, 30 January 2026.

 

/s/ Jonathan Hannestad  
Everli S.p.A.  
   
/s/ Salvatore Palella  
Palella Holdings LLC  

 

***

 

For acceptance

Milan, 30 January 2026

 

[Digitally signed by Paolo Piovini — 2026-01-30 22:26:58 +0100]

 

/s/ Paolo Piovini  
Banca Progetto S.p.A. in A.S.  

 

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