Exhibit 10.22
AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT
This Amended and Restated Revolving Line of Credit Agreement (the “Agreement”), dated January 15, 2026, amends and restates in its entirety that Revolving Line of Credit Agreement dated as of April 1, 2024 (the “Original Agreement”), by and between:
Lender: Palella Holdings, Inc., a Delaware corporation, with its principal place of business at 12 East 49th Street, Suite 823, New York, NY 10017 (“Lender”); and
Borrower: Everli Global, Inc., a Nevada corporation, with its principal place of business at 12 East 49th Street, Suite 823, New York, NY 10017 (“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. Pursuant to the Original Agreement, as of December 31, 2025, Borrower had an outstanding balance of Loans from Lender of $5,268,139 (“Year-End Balance”);
D. Pursuant to the Original Agreement, the Loans were to be due on the Facility Termination Date of December 31, 2025;
E. The parties hereto wish to extend the Facility Termination Date in exchange for the terms set out herein;
F. 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 each separate funding under the Facility as approved in advance by Lender.
“Use of Proceeds” means the purposes to support Everli Global, Inc and its subsidiaries.
“Facility Termination Date” means the later of (i) December 31, 2027, subject to extension as mutually agreed by Borrower and Lender.
“Interest Rate” means 17.5% specified in Section 4.
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 an ad hoc basis, which Tranche must be approved by Lender at its sole discretion.
Original Issue Discount. Each Tranche will be advanced subject to an original issue discount of 15%, such that for each $850 of gross proceeds in a Tranche, the deemed principal shall be $1,000. The Year-End Balance under the Original Agreement shall be repaid in the form of a Loan under the Facility and shall be subject the terms of this Agreement (including this Original Issue Discount provision such that the $5,268,139 of the Year-End Balance has become $6,197,810 in principal due under this Agreement).
3. Use of Proceeds
Apart from the initial Tranche which shall be used for the repayment of the Year-End Balance, the gross proceeds from 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 at the Interest Rate per quarter based on the average amount outstanding, excluding accrued interest.
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:
| a. | 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. |
| b. | The execution, delivery, and performance of this Agreement do not violate law, charter, or organizational documents, or create conflicts with other obligations. |
| c. | No material adverse change has occurred since the parties’ last financials or disclosures. |
| d. | No event of default or default under any indebtedness exists or will occur as a result of the transactions contemplated hereby. |
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8. Events of Default; Remedies
Events of Default include, but are not limited to:
| a. | Non-payment of any amount due under this Agreement when due. |
| b. | Breach of any covenant or representation not cured within applicable notice and cure period. |
| c. | Insolvency, bankruptcy, receivership, or dissolution. |
| d. | Cross-default to other material indebtedness. |
| e. | 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.
9. Related-Party Provisions
| a. | Approvals. Any material amendments or extensions of the Facility, or any new related-party indebtedness, requires the affirmative vote of the boards of directors of both Parties and any internal policies governing related-party transactions. |
| b. | Disclosures. All related-party transactions will be disclosed and documented in accordance with applicable law and internal policies. |
| c. | Conflicts. Each party agrees to comply with applicable conflict-of-interest policies and to disclose any potential conflicts related to this Agreement. |
10. Miscellaneous
| a. | 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. |
| b. | 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. |
| c. | 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. |
| d. | 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. |
| e. | 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. |
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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.
| BORROWER: | ||
| Everli Global, Inc. | ||
| By: | /s/ Ethan Walfish | |
| Name: | Ethan Walfish | |
| Title: | Chief Financial Officer | |
| LENDER: | ||
| Palella Holdings, Inc. | ||
| By: | /s/ Salvatore Palella | |
| Name: | Salvatore Palella | |
| Title: | CEO | |
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