Exhibit 10.1


 


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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


December 14, 2022


 


Principal Amount: $350,000.00


 


Parabellum Acquisition Corp., a Delaware corporation and blank check
company (the “Maker”), promises to pay to the order of Parabellum Acquisition Partners, LLC, a Delaware limited liability
company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Three Hundred
Fifty Thousand Dollars ($350,000.00) 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) the date on which Maker
consummates its initial business combination or (ii) the date that the winding up of the Maker is effective (such date, the “Maturity
Date”). The principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual,
including but not limited to any executive officer, director, employee or stockholder 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. Optional Conversion.


 


(a) Upon consummation of the business combination and at the Payee’s
option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert all or any portion
of the Note into that number of warrants of the post-business combination entity (the “New Warrants”) equal to: (i) the
portion of the principal amount of the Note being converted pursuant to this Section 3, divided by (ii) $1.00, rounded down
to the nearest whole number. Each New Warrant shall have the same terms and conditions as private placement warrants issued simultaneously
with the Maker’s initial public offering.


 


(b) Upon any complete or partial conversion of the principal amount
of this Note (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and
satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall
designate against delivery of the New Warrants, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal
amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered
Note described in Section 3(a), Maker shall deliver to Payee the New Warrants, which shall bear such legends as are required, in
the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws.


 


(c) The Maker shall pay any and all issue and other taxes that
may be payable with respect to any issue or delivery of the New Warrants upon conversion of this Note pursuant hereto; provided, however,
that the Payee shall pay any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion.


 


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 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 and during the continuance of an Event
of Default specified in Section 4(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 and during the continuance of an Event
of Default specified in Sections 4(b) and 4(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 DELAWARE, 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 (the “Trust Account”)
to be established in connection with Maker’s 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; provided however that upon the consummation of the
initial business combination, Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust
Account.


 


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.


 


[Signature page follows]


 






     


    


    

 


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


 


	 	PARABELLUM ACQUISITION CORP.  
	 	 
	 	/s/ Narbeh Derhacobian
	 	Narbeh Derhacobian, Chief Executive Officer