Exhibit 10.13

THIS REVOLVING LINE OF CREDIT AGREEMENT (this “Agreement”) is dated as of April 1, 2024, by and between:

Lender: Palella Holdings, Inc., a Delaware corporation, with its principal place of business at 293 Church Street, New York, NY 10013 (“Lender”); and

Borrower: Everli Global, Inc., a Texas corporation, with its principal place of business 293 Church Street, New York, NY 10013 (“Borrower”).

RECITALS

A. The Borrower and the Lender are related parties under the applicable internal policies and/or applicable law. Palella Holdings, LLC is also the majority stockholder of Everli Global, Inc., and therefore holds a significant ownership and governance interest in the Company; and in that capacity, seeks to advance the strategic, financial, and operational growth objectives of the Company while maintaining transparency and compliance with all related-party transaction requirements;

B. Pursuant to this Agreement, Lender agrees to make revolving loans to Borrower up to an aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) (the “Facility”), on the terms and conditions set forth herein.

C. The proceeds of the Loans shall be used for mutually agreed business purposes for Everli and its subsidiaries.

AGREEMENT

1. Definitions

“Borrowings” means the aggregate principal amount of Loans outstanding.

“Loans” means the extensions of credit made by Lender to Borrower under this Agreement.

“Tranches” means discrete borrowings of the Facility approved in advance by Lender.

“Use of Proceeds” means the purposes to support Everli Global, Inc and its subsidiaries.

“Facility Termination Date” means on or before December 31, 2025, subject to extension as provided herein.

“Interest Rate” means 12% specified in Section 4.

“Event of Default” has the meaning set forth in Section 9.

2. Availability and Drawdown Mechanics

Commitment. Lender agrees to make Loans to Borrower up to an aggregate principal amount of $25,000,000 outstanding at any time.

Availability. Advances shall be made in approved Tranches.

Drawdown Notice. Borrower may request a Tranche of funding on a ad hoc basis, in a timely and ordnance way, mutually agreement upon with the Lender.

Approval. Each Tranche is subject to Lender’s sole discretion to approve the Drawdown, which may be conditioned for related-party policy reasons. Lender’s failure to approve a Drawdown for any reason shall not constitute an Event of Default.

3. Use of Proceeds

Proceeds of each Tranche shall be used for business purposes, working capital, capital expenditures, and other mutually agreed business related items, and not for prohibited purposes under applicable law or policy.

4. Interest and Fees

Interest. Loans shall accrue interest of 12% per quarterly based on the average amount outstanding, excluding interest accrue.

5. Repayment and Prepayment

Repayment. Borrower shall repay all outstanding Loans on or before the Facility Termination Date, subject to permitted renewals or extensions in accordance with this Agreement.

Optional Prepayment. Borrower may prepay all or any portion of the Loans at any time without penalty.

6. Security; Guarantees

Unsecured Facility. This Facility is unsecured. No liens or security interests are granted by Borrower.

7. Representations and Warranties

Each party represents and warrants to the other as of the date hereof and, to the extent applicable, as of each Drawdown date that:

It is duly organized, validly existing, and in good standing under applicable law; has corporate power and authority to execute and perform this Agreement; the Agreement constitutes binding and enforceable obligations.

The execution, delivery, and performance of this Agreement do not violate law, charter, or organizational documents, or create conflicts with other obligations.

No material adverse change has occurred since the parties’ last financials or disclosures.

No event of default or default under any indebtedness exists or will occur as a result of the transactions contemplated hereby.

8. Covenants

Affirmative Covenants:

Maintain corporate existence, comply with laws, maintain books and records, and provide prompt notice of material adverse events.

Negative Covenants (during the term):

No incurrence of indebtedness beyond the Facility that would cause Borrower to exceed covenants or otherwise impair the ability to perform obligations hereunder.

No liens on assets (other than permitted liens for existing indebtedness, if any) and no asset sales outside ordinary course, without Lender’s consent.

No related-party indebtedness or transactions outside the scope of approved related-party policies, except as disclosed to Lender.

9. Events of Default; Remedies

Events of Default include, but are not limited to:

Non-payment of any amount due under this Agreement when due.

Breach of any covenant or representation not cured within applicable notice and cure period.

Insolvency, bankruptcy, receivership, or dissolution.

Cross-default to other material indebtedness.

Material adverse change in Borrower’s financial condition.

Remedies include acceleration of all outstanding Loans, enforcement of any remedies, and other rights and remedies available at law or equity.

10. Related-Party Provisions

Approvals. Any material amendments or extensions of the Facility, or any new related-party indebtedness, require the affirmative vote of the boards of directors of both Parties and any internal policies governing related-party transactions.

Disclosures. All related-party transactions will be disclosed and documented in accordance with applicable law and internal policies.

Conflicts. Each party agrees to comply with applicable conflict-of-interest policies and to disclose any potential conflicts related to this Agreement.

11. Miscellaneous

Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute arising under or related to this Agreement shall be resolved in the state or federal courts located in Delaware, and the parties consent to jurisdiction therein.

Notices. All notices shall be in writing and delivered by hand, recognized overnight courier, or email with confirmation of receipt to the addresses set forth below or to such other addresses as may be designated in writing.

Assignment. Neither party may assign this Agreement or delegate its duties without the prior written consent of the other party, except to a successor by merger or acquisition or as required by law, subject to any internal related-party policies.

Amendments; Waivers. This Agreement may be amended only by a writing signed by both parties. No waiver of any provision shall be effective unless in writing.

Entire Agreement; Exhibits. This Agreement, together with Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements.

Signatures

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first written above.

LENDER:

Everli Global, Inc.

By:	/s/ Salvatore Palella
Name:	Salvatore Palella
Title:	CEO

BORROWER:

Palella Holdings, Inc.

By:	/s/ Gian Luca Sirpo
Name:	Gian Luca Sirpo
Title:	CFO