Exhibit 10.5


 


PARABELLUM ACQUISITION
CORP.


3811 Turtle Creek Blvd, Suite 2125, Dallas, TX 75219


 


September 27, 2021


 


Parabellum Acquisition Partners, LLC


3811 Turtle Creek Blvd, Suite 2125


Dallas, TX 75219


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between Parabellum Acquisition Corp. (the "Company") and Parabellum Acquisition Partners, LLC (the "Sponsor"), dated
as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (File No. 333-254763) (the "Registration Statement") is declared
effective (the "Effective Date") and continuing until the earlier of the consummation by the Company of an initial business
combination or the Company's liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred
to as the "Termination Date"):


 


(i)             The
Sponsor shall make available, or cause to be made available, to the Company, at 3811 Turtle Creek Blvd, Suite 2125, Dallas, TX 75219
(or any successor location of the Sponsor), certain office space, utilities and administrative support as may be reasonably required by
the Company. In exchange therefor, the Company shall pay the Sponsor the sum of $15,000 per month beginning on the Effective Date and
continuing monthly thereafter until the Termination Date; and


 


(ii)            The
Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this letter agreement (each, a "Claim") in or to, and any and all right to seek payment of any amounts due to it out
of the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds
of the Company's initial public offering will be deposited (the "Trust Account") as a result of, or arising out of, this letter
agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely
affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.


 


This letter agreement constitutes
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of law principles.


 


[Signature Page Follows]


 


 



     


     


    

 


 


		Very truly yours,
	 	 	 
	 	PARABELLUM ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Narbeh Derhacobian
	 	 	Name: Narbeh Derhacobian
	 	 	Title: Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY:	 
	PARABELLUM ACQUISITION PARTNERS, LLC	 
	 	 	 
	 	 	 
	By:	/s/ Narbeh Derhacobian	 
	 	Name: Narbeh Derhacobian	 
	 	Title: Manager	 
	 	 	 
	 	 	 
	By:	/s/ Daniel Wolfe	 
	 	Name: Daniel Wolfe	 
	 	Title: Manager	 



 


[Signature
Page to Administrative Services Agreement]