Exhibit 10.2


 


SPONSOR SUPPORT AGREEMENT


 


This SPONSOR SUPPORT AGREEMENT
(this “Agreement”), dated as of November 13, 2022, is entered into by and among Parabellum Acquisition Partners,
LLC, a Delaware limited liability (the “Sponsor”), Parabellum Acquisition Corp., a Delaware corporation (“Parabellum”),
EnOcean GmbH, a private limited company incorporated under the Laws of Germany (“EnOcean”), and EnOcean Holdings B.V.,
a private company with limited liability incorporated under the Laws of the Netherlands to be converted into a Dutch public limited liability
company and renamed EnOcean Holdings N.V. (the “Holdco”). Any capitalized term used but not defined herein will have
the meaning ascribed to such term in the BCA (as defined below).


 


RECITALS


 


WHEREAS, concurrently
herewith, Holdco, Artemis Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of
Holdco (“Merger Sub”), Parabellum and EnOcean have entered into that certain Business Combination Agreement,
dated as of November 13, 2022 (as amended, supplemented, restated or otherwise modified from time to time, the “BCA”),
pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub (i) will merge with and into Parabellum
(the “Merger”), with Parabellum surviving the Merger and becoming a wholly owned subsidiary of Holdco; and (ii) each
issued and outstanding share of Parabellum Common Stock will be cancelled and extinguished and converted into one share of common stock
of the Surviving Corporation and exchanged for one Holdco Ordinary Share, and prior to the
Merger, the shareholders of the Target will contribute the Company Ordinary Shares held by
such shareholders to Holdco in exchange for the issuance of the Holdco Ordinary Shares based
on the exchange ratio set forth in the Business Combination Agreement (the “Exchange”
and together with the Merger and any other transactions set forth in the Business Combination Agreement, collectively the “BCA
Transactions”); and


 


WHEREAS, as a condition
and inducement to the willingness of Parabellum, EnOcean and Holdco to enter into the BCA, Parabellum, Holdco, EnOcean and the Sponsor
are entering into this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:


 


1. Voting Agreement.
The Sponsor hereby unconditionally and irrevocably agrees that during the period from the date hereof through the Termination Date as
determined in accordance with Section 24, at the Parabellum Stockholders’
Meeting or at any other meeting of the stockholders of Parabellum (whether annual or special and whether or not an adjourned or postponed
meeting, however called and including any adjournment or postponement thereof) and in connection with any action by written consent of
the stockholders of Parabellum requested by the Parabellum Board or undertaken as contemplated by the Transactions, the Sponsor shall:


 


(a)  when such meeting
is held, appear at such meeting or otherwise cause all shares of Parabellum Common Stock or any other voting securities of Parabellum
which it holds, owns or is entitled to vote, whether as shares or as a constituent part of a unit of securities and whether owned as of
the date of or later acquired (the “Sponsor Shares”), to be counted as present thereat for the purpose of establishing
a quorum;


 


(b)  vote (or execute and
return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be
granted with respect to), all of the Sponsor Shares in favor of (i) the approval and adoption of the BCA and approval of the Merger
and all other transactions contemplated by the BCA and (ii) against any action, agreement or transaction or proposal that would result
in a breach of any covenant, representation or warranty or any other obligation or agreement of Parabellum under the BCA or that would
reasonably be expected to result in the failure of the Merger from being consummated and (iii) each of the proposals and any other
matters necessary or reasonably requested by Parabellum for consummation of the Merger and the other transactions contemplated by the
BCA; and


 






     

     


    

 


(c)  vote (or execute and
return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be
granted with respect to), all of the Sponsor Shares against (i) any Business Combination Proposal other than with Holdco and the
Company and (ii) any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone
or adversely affect the Merger or any of the other transactions contemplated by the BCA, or (y) result in a breach of any covenant,
representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement.


 


2. No Redemption. The Sponsor
hereby agrees that it shall not redeem, or submit a request to Parabellum’s transfer agent or otherwise exercise any right to redeem,
any shares of Parabellum Common Stock in connection with the consummation of the transactions contemplated by the BCA.


 


3. Transfer of Shares.
Except as otherwise contemplated by the BCA or this Agreement, the Sponsor agrees that prior to the Termination Date it shall not, without
the consent of Holdco, directly or indirectly, (a) offer for sale, sell, assign, transfer (including by operation of law), create
any lien or pledge, dispose of or otherwise encumber any of the Sponsor Shares (any of the forgoing, a “Transfer”)
or otherwise agree to do any of the foregoing, (b) deposit any Sponsor Shares into a voting trust or enter into a voting agreement
or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement or (c) enter
into any contract, option or other arrangement or undertaking requiring the Transfer of any Sponsor Shares. Notwithstanding the foregoing,
this Section 3 shall also not prohibit a Transfer of Sponsor Shares by Sponsor to an affiliate of Sponsor; provided, that such Transfer
shall be permitted only if, prior to or in connection with such Transfer, the transferee agrees in writing, reasonably satisfactory in
form and substance to Holdco, to assume all of the obligations of Sponsor hereunder and to be bound by the terms of this Agreement.


 


4. Waiver of Anti-dilution
Protection. With respect to its Sponsor Shares, Sponsor hereby waives and agrees to refrain from asserting or perfecting, subject
to, conditioned upon and effective as of immediately prior to, the occurrence of the Closing (for itself and for its successors and assigns),
to the fullest extent permitted by Law and the Parabellum Organizational Documents, any rights to adjustment of the conversion ratio with
respect to the shares of Parabellum Class B Common Stock owned by Sponsor set forth in the Parabellum Organizational Documents (including,
but not limited to, the rights set forth in Article 4 of the Parabellum Organizational Documents). Notwithstanding anything to the
contrary contained herein, Sponsor does not waive, or agree to refrain from asserting or perfecting any rights in the event the BCA is
terminated. If the BCA is terminated, this Section 3 shall be deemed null and void ab initio.


 


5. No Solicitation of Transactions.
The Sponsor agrees prior to the Termination Date not to directly or indirectly, through any of its affiliates or Representatives, (a) solicit,
initiate or knowingly encourage (including by furnishing information) the submission of, or participate in any discussions or negotiations
with, any Person (other than Holdco or its affiliates or Representatives), concerning, relating to or which is intended or is reasonably
likely to give rise to or result in, a Business Combination Proposal in respect of Parabellum other than with Holdco or the Company. Sponsor
shall, and shall cause its affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with
any Person (other than with Holdco, its stockholders and their respective affiliates and Representatives) conducted prior to the date
hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal in respect of Parabellum.
If the Sponsor or any of its affiliates or Representatives receives any inquiry, proposal, offer or request with respect to a Business
Combination Proposal in respect of Parabellum, then Sponsor shall promptly (and in any event within one (1) Business Day after the
Sponsor becomes aware of such inquiry, proposal, offer or request) notify such Person in writing that Parabellum is subject to an exclusivity
agreement with respect to the Merger that prohibits Sponsor from considering such inquiry, proposal, offer or request and, in such event,
Sponsor shall also promptly notify Holdco of such facts and circumstances (provided that Sponsor shall not be obligated to provide such
notice in violation of any obligation of confidentiality owed to any third party or any Law).


 






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6. Representations and
Warranties of the Sponsor. The Sponsor hereby represents and warrants to Parabellum and Holdco as follows:


 


(a)  The Sponsor is the
only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable
title to, the Sponsor Shares (which, as of the date hereof, consists of 2,986,250 shares of Parabellum Class B Common Stock), free
and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents
of Parabellum (including, without limitation, for the purposes hereof, any agreement between or among stockholders of Parabellum).


 


(b)  The Sponsor (i) has
full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each
case, with respect to the Sponsor Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the
Sponsor Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a proxy
or power of attorney with respect to any of the Sponsor Shares that is inconsistent with the Sponsor’s obligations pursuant to this
Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with,
or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.


 


(c)  The Sponsor (i) is
a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the
jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has taken
all limited liability company or other action necessary in order to, execute, deliver and perform its obligations under this Agreement
and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Sponsor and constitutes
a valid and binding agreement of the Sponsor enforceable against the Sponsor in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject,
as to enforceability, to general principles of equity.


 


(d)  Other than the filings,
notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents,
registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor
from, or to be given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the execution, delivery
and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other
transactions contemplated by the BCA.


 


(e)  The execution, delivery
and performance of this Agreement by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Merger
and the other transactions contemplated by the BCA will not, constitute or result in (i) a breach or violation of, or a default under,
the limited liability company agreement or similar governing documents of the Sponsor, (ii) with or without notice, lapse of time
or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation,
modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor
pursuant to any contract binding upon the Sponsor or (iii) any change in the rights or obligations of any party under any contract
legally binding upon the Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation,
termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent
or materially delay or impair the Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated
hereby, the consummation of the Merger or the other transactions contemplated by the BCA.


 


(f)  As of the date of
this Agreement, there is no action, proceeding or investigation pending against the Sponsor or, to the knowledge of the Sponsor, threatened
against the Sponsor that questions the beneficial or record ownership of the Sponsor Shares, the validity of this Agreement or the performance
by the Sponsor of its obligations under this Agreement.


 






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(g)  The Sponsor understands
and acknowledges that each of Parabellum, EnOcean and Holdco is entering into the BCA in reliance upon the Sponsor’s execution and
delivery of this Agreement and the representations, warranties, covenants and other agreements of the Sponsor contained herein


 


7. Closing
Date Deliverables. At or prior to the Closing, Sponsor shall deliver to Parabellum and Holdco a copy of the Registration Rights Agreement,
duly executed by Sponsor.


 


8. Further Assurances.
From time to time, at either Parabellum’s or Holdco’s request and without further consideration, the Sponsor shall execute
and deliver such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect
the actions and consummate the transactions contemplated by this Agreement.


 


9. Amendment and Modification.
This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument
in writing signed by the Sponsor, Parabellum and Holdco.


 


10. Waiver. No failure
or delay by any party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies of the parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise
have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument
executed and delivered by such party.


 


11. Notices. All notices
and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by email (with confirmation
of receipt) or sent by a nationally recognized overnight courier service to the parties hereto at the following addresses (or at such
other address for a party as shall be specified by like notice made pursuant to this Section 9):


 


if to Sponsor or Parabellum:


 


Parabellum Acquisition Corp. 


3811 Turtle Creek Blvd, 


Suite 2125 


Dallas, TX 75219 


Attention: Narbeh Derhacobian 


Email: ***********


 


with a copy to:


 


DLA Piper LLP (US) 


555 Mission Street 


Suite 2400 


San Francisco, CA 94105 


Attention: Jeffrey Selman; Elena Nrtina 


Email: jeffrey.selman@us.dlapiper.com;
elena.nrtina@us.dlapiper.com


 


if to Holdco, Merger Sub or EnOcean:


 


EnOcean Gmbh 


Kolpingring 18a 


82041 Oberhaching, Germany 


Attn: Raoul Wijgergangs 


Email: ***********


 






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with a copy to:


 


Dentons US LLP 


1221 Avenue of the Americas 


New York, New York 10020 


Attn: Ilan Katz and Brian Lee


 


Email: ilan.katz@dentons.com; brian.lee@dentons.com


 


12. Entire Agreement.
This Agreement, the BCA and the Transaction Documents constitute the entire agreement and supersede all prior agreements and understandings,
both written and oral, among the parties hereto with respect to the subject matter hereof and thereof.


 


13. No Third-Party Beneficiaries.
The Sponsor hereby agrees that its representations, warranties and covenants set forth herein are solely for the benefit of Parabellum
and Holdco in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer
upon any person other than the parties hereto any rights or remedies hereunder, including, without limitation, the right to rely upon
the representations and warranties set forth herein, and the parties hereto hereby further agree that this Agreement may only be enforced
against, and any action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance
of this Agreement may only be made against, the persons expressly named as parties hereto.


 


14. Governing Law and Venue.
This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of Delaware applicable
to agreements made and to be performed within the State of Delaware, without giving effect to any choice-of-law provisions thereof that
would compel the application of the substantive laws of any other jurisdiction


 


15. Assignment; Successors.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto in whole
or in part (whether by operation of Law or otherwise) without the prior written consent of the other party, and any such assignment without
such consent shall be null and void. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto
and their respective successors and permitted assigns.


 


16. No Recourse. Notwithstanding
anything to the contrary contained herein or otherwise, but without limiting any provision in the BCA or any other Transaction Document,
this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this
Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against
the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such and no former, current
or future shareholders or stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners,
members, managers, agents or affiliates of any party hereto, or any former, current or future direct or indirect shareholder or stockholder,
equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or affiliate of any
of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the
parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions
contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the
rights of any party against the other parties hereto, in no event shall any party or any of its affiliates seek to enforce this Agreement
against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.


 


17. Specific Performance.
Each party acknowledges and agrees that the other parties hereto would be irreparably harmed and would not have any adequate remedy at
law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise
breached. Accordingly, each party agrees that the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to
which such parties are entitled at law or in equity.


 






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18. Severability. In
the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction
to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto.


 


19. Counterparts. This
Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, it being understood
that each party need not sign the same counterpart. This Agreement shall become effective when each party shall have received a counterpart
hereof signed by all of the other parties. Signatures delivered electronically or by facsimile shall be deemed to be original signatures.


 


20. Survival of Representations
and Warranties. None of the representations and warranties made by the parties hereto in this Agreement shall survive the Closing.


 


21. Headings and Captions.
The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify
or affect the meaning or construction of any of the terms or provisions hereof.


 


22. Construction. The
words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,”
 “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. The word “or” shall be disjunctive but not exclusive. The parties
hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto
has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached
will not detract from or mitigate the fact that such party is in breach of the first representation, warranty, or covenant.


 


23. Mutual Drafting.
This Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of the parties hereto and shall not be construed for or against any party.


 


24. No Ownership Interest.
Nothing contained in this Agreement shall be deemed to vest in Holdco, or any of its affiliates or Representatives, any direct or indirect
ownership or incidence of ownership of or with respect to any Sponsor Shares.


 


25. No Partnership, Agency
or Joint Venture. This Agreement is intended to create a contractual relationship among Sponsor and Holdco, and is not intended to
create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties.


 


26. Termination. This
Agreement shall terminate upon the earliest of (i) the termination of the BCA in accordance with its terms, and (ii) the time
this Agreement is terminated upon the mutual written agreement of the parties hereto (the earliest such date under clause (i) and
(ii) being referred to herein as the “Termination Date”); provided, that the provisions set forth in Sections
1, 3 and 4 shall no longer be effective from and after the Closing of the Merger; provided further, that the
provisions set forth in Sections 9 through 24 shall survive the Termination Date.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized persons thereunto
duly authorized) as of the date first written above.


 


	 	PARABELLUM:
	 	 
	 	PARABELLUM ACQUISITION CORP.
	 	 
	 	/s/ Narbeh Derhacobian
	 	By: Narbeh Derhacobian
	 	Title: Chief Executive Officer and President
	 	 
	 	SPONSOR:  
	 	 
	 	PARABELLUM ACQUISITION PARTNERS, LLC
	 	 
	 	/s/ Narbeh Derhacobian
	 	By: Narbeh Derhacobian
	 	Title: Manager
	 	 
	 	/s/ Daniel Wolfe
	 	By: Daniel Wolfe
	 	Title: Manager



 


	 	HOLDCO:
	 	 
	 	ENOCEAN HOLDINGS B.V.
	 	 
	 	/s/ Raoul Wijgergangs
	 	By: Raoul Wijgergangs
	 	Title: Managing Director


 


	 	ENOCEAN: 
	 	 
	 	ENOCEAN GMBH
	 	 
	 	/s/ Raoul Wijgergangs
	 	By: Raoul
Wijgergangs
	 	Title: Chief Executiver Officer


 


[Signature Page to Sponsor Support Agreement]