Exhibit 10.10


 


THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT
BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.


 


AMENDED AND RESTATED PROMISSORY NOTE


 


Dated as of September 3, 2021


	Principal Amount: Up to $150,000	Dallas, Texas




 


Parabellum Acquisition Corp., a Delaware corporation
and blank check company (the “Maker”), promises to pay to the order of Parabellum Acquisition Partners, LLC or its
registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to One Hundred Fifty
Thousand Dollars ($150,000), or such lesser amount as shall have been advanced by Payee to Maker
and shall remain unpaid under this Note, in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by
the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1.             Principal.
The principal balance of this Note shall be payable by the Maker on the earlier of: (i) September 30, 2021 or (ii) the
date on which Maker consummates an initial public offering of its securities. The principal balance may be prepaid at any time. Under
no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated
personally for any obligations or liabilities of the Maker hereunder.


 


2.             Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3.             Drawdown
Requests. Maker and Payee agree that Maker may request up to One Hundred Fifty Thousand Dollars ($150,000) for costs reasonably related
to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time prior to the
earlier of: (i) September 30, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities,
upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount
to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall
fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the
maximum amount of drawdowns collectively under this Note is One Hundred Fifty Thousand Dollars ($150,000). Once an amount is drawn down
under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due
to Payee in connection with, or as a result of, any Drawdown Request by Maker. Notwithstanding the foregoing, all payments shall be applied
first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable
attorneys’ fees, and then to the reduction of the unpaid principal balance of this Note.


 


4.             Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to
the reduction of the unpaid principal balance of this Note.


 


5.             Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)            Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days
of the date specified in Section 1 above.


 


(b)            Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.


 






    


    


    

 


(c)            Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in
an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.


 


6.             Remedies.


 


(a)            Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)            Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of Payee.


 


7.             Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real
or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any
such writ in whole or in part in any order desired by Payee.


 


8.             Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.             Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered:
(i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


10.           Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


 






    


    


    

 


11.           Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.           Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the
initial public offering to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds
of the sale of the warrants to be issued in a private placement to occur prior to the closing of the initial public offering are to be
deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission
in connection with the initial public offering, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any
Claim against the trust account for any reason whatsoever.


 


13.           Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and
the Payee.


 


14.           Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.


 


15.           Restatement.
This Note amends, restates, supersedes and replaces that certain Promissory Note dated as of March 10, 2021, made in the original
principal amount of One Hundred Fifty Thousand Dollars ($150,000.00) by Maker, payable to Payee, as amended (the “Prior Note”);
provided, however, that the execution and delivery by the undersigned of this Note shall not, in any manner or circumstance, be deemed
to be a payment of, a novation of or to have terminated, extinguished or discharged any of Maker’s indebtedness evidenced by the
Prior Note, all of which indebtedness shall continue under and shall hereinafter be evidenced and governed by this Note. Any inconsistency
between the terms of this Note and the Prior Note shall be controlled by the terms hereof.


 


[Signature page follows]


 






    


    


    

 


IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Amended and Restated Promissory Note to be duly executed by the undersigned as of the day and
year first above written.


 


	 	PARABELLUM ACQUISITION CORP.
	 	 
	 	 
	 	By:	 /s/ Narbeh Derhacobian
	 	Name: Narbeh Derhacobian
	 	Title:    Executive Chairman, Chief Executive Officer, President and Secretary




 


	Agreed and accepted by:	 
	 	 
	PARABELLUM ACQUISITION PARTNERS, LLC	 
	 	 
	 	 
	By:	/s/ Narbeh Derhacobian	 
	Name: Narbeh Derhacobian	 
	Title:    Manager