Exhibit 10.14


 


SECOND AMENDMENT TO PROMISSORY NOTE


 


THIS AMENDMENT TO PROMISSORY
NOTE (the “Amendment”), dated as of February 18, 2022, is entered into by Makara Strategic Acquisition Corp., a Delaware corporation
and blank check company (the “Maker”) and Makara Strategic Sponsor, Inc., a corporation formed under the laws of the United
States Virgin Islands, or its registered assigns or successors in interest (the “Payee”).


 


WHEREAS, on June 30, 2021,
the Maker made a Promissory Note in favor of the Payee in the principal Amount up to $2,000,000 (the “Promissory Note”) with
the maturity date of the Promissory Note set for the earlier of: (i) December 31, 2021, or (ii) the date on which Maker consummates an
initial public offering of its securities; and


 


WHEREAS, on December 17,
2021, the Maker and the Payee agreed to extend the maturity to the earlier of (i) February 28, 2022, or (ii) the date on which Maker consummates
an initial public offering of its securities.; and


 


WHEREAS, the Maker and the
Payee desire to extend the maturity date of the Promissory Note as set forth herein.


 


NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby
agreed by each party hereto as follows:


 


Amendment to the Promissory
Note. It is hereby agreed and understood that the Promissory Note shall be amended as follows:


 


	 	1.	Principal.  The paragraph of the Promissory Note entitled “PRINCIPAL” is hereby amended and restated in its entirety to read as follows:


 


1.       Principal.
The principal balance of this Note shall be payable by the Maker on the earlier of: (i) April 30, 2022, 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.	Miscellaneous.


 


(a) Except as expressly amended
and modified by this Amendment, the Promissory Note is and shall continue to be in full force and effect in accordance with the terms
thereof.


 


(b) This Amendment may be
executed by the parties hereto in counterparts, and all of such counterparts taken together shall be deemed to constitute one and the
same instrument.


 


(c) This Amendment shall be
construed in accordance and governed by the internal laws of the state of Delaware.


 


(d) The headings contained
in this Amendment are for ease of reference only and shall not be considered in construing this Amendment.


 


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to the Promissory Note to be duly executed as of the day and year first written above.


 


 


	MAKARA STRATEGIC ACQUISITION CORP. 	 	MAKARA STRATEGIC SPONSOR, INC. 
	 	 	 
	 	 	 
	By:	/s/ Alexander C. Booth	 	By:	/s/ Ali Ijaz Ahmad
	 	Name: Alexander C. Booth	 	 	Name: Ali Ijaz Ahmad
	 	Title: Chief Financial Officer	 	 	Title: President