Exhibit 10.23

 

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

 

THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of May 8, 2026, is entered into by and between Everli Global Inc., a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in Annex I to the Note Purchase Agreement referred to below.

 

RECITALS

 

WHEREAS, The Company and the Investor are party to that certain Note Purchase Agreement, dated as of March 6, 2026 (as amended prior to the date hereof, the “Existing NPA”; and the Existing NPA, as amended by this Amendment, the “NPA”); and

 

WHEREAS, pursuant to Section 7 of the Existing NPA, the Company and the Investor have agreed to amend the Existing NPA as herein provided.

 

AGREEMENT

 

NOW, THEREFORE, In consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor each hereby agree as follows:

 

1.Amendments to Note Purchase Agreement. The Existing NPA (excluding the Annexes, Schedules and Exhibits attached thereto) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text), each as set forth in the pages of a conformed copy of the amended Existing NPA attached hereto as Annex 1.

 

2.Conditions Precedent to this Amendment. The Amendment shall become effective (such date, the “Effective Date”) upon the satisfaction of the following conditions:

 

a.Receipt by the Investor of a duly executed signature page from the Company hereto.

 

b.Receipt of a duly executed signature page to the Amended and Restated Convertible Promissory Note from the Company and the Pledging Stockholders identified therein, such Amended and Restated Convertible Promissory Note to be in form and substance satisfactory to the Investor.

 

 

 

3.Representations and Warranties. The Company hereby represents and warrants that (a) this Amendment is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, (b) no breach, default, Event of Default or, to the Company’s knowledge, a potential breach, default or Event of Default shall have occurred and be continuing and (c) the representations and warranties set forth in the Existing NPA and in the other Transaction Documents are true and correct in all respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier date).

 

4.Ratification. Except as expressly amended by this Amendment, all the terms and provisions of the NPA are hereby ratified and affirmed in all respects.

 

5.Entire Agreement. The NPA (including, without limitation, all Annexes, Schedules and Exhibits attached thereto), as amended by this Amendment, constitutes the entire written agreement of the Parties with regard to the subject matter thereof and supersedes any prior oral or written agreements or understandings.

 

6.Transaction Document; References. This Amendment is a Transaction Document for all purposes under the NPA and all existing and future Transaction Documents related thereto. Upon the effectiveness of this Amendment, each reference in the NPA to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Existing NPA as amended hereby, and each reference to the NPA in any other document, instrument or agreement executed and/or delivered in connection with the NPA shall mean and be a reference to the Existing NPA as amended hereby.

 

7.Miscellaneous.

 

a.Counterparts. Section 7(g) (Counterparts) of the Existing NPA is incorporated herein mutatis mutandis.

 

b.Governing Law; Venue; Etc. Section 7(b)(Governing Law) is incorporated herein mutatis mutandis.

 

[REMAINDER PAGE INTENTIONALLY LEFT BLANK]

 

2

 

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Note Purchase Agreement as of the date first written above.

 

  EVERLI GLOBAL INC.
     
  By: /s/ Salvatore Palella
  Name: Salvatore Palella
  Title: Chief Executive Officer
     
  INVESTOR
     
  YA II PN, LTD.
     
  By: Yorkville Advisors Global, LP
  By: Yorkville Advisors Global II, LLC
  Its: General Partner  
     
  By: /s/ Matthew Beckman
  Name: Matthew Beckman
  Title: Manager

 

3