0001104659-21-121979 Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 1st, 2021 • Parabellum Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

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12,500,000 Units Parabellum Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2021 • Parabellum Acquisition Corp. • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • October 1st, 2021 • Parabellum Acquisition Corp. • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of September 27, 2021, is made and entered into by and among Parabellum Acquisition Corp., a Delaware corporation (the "Company"), Parabellum Acquisition Partners LLC, a Delaware limited liability company (the "Sponsor"; together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a "Holder" and collectively the "Holders").

WARRANT AGREEMENT
Warrant Agreement • October 1st, 2021 • Parabellum Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 27, 2021, is by and between Parabellum Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

INDEMNITY AGREEMENT
Indemnity Agreement • October 1st, 2021 • Parabellum Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company"), and Ajit Medhekar ("Indemnitee").

PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT
Private Placement Warrant Purchase Agreement • October 1st, 2021 • Parabellum Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 27, 2021 (as it may from time to time be amended, this "Agreement"), is entered into by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company") and Parabellum Acquisition Partners LLC, a Delaware limited liability company (the "Purchaser").

INDEMNITY AGREEMENT
Indemnity Agreement • October 1st, 2021 • Parabellum Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this "Agreement") is made as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company"), and Herve P. Fages ("Indemnitee").

Parabellum Acquisition Corp. Suite 2125 Dallas, TX 75219 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • October 1st, 2021 • Parabellum Acquisition Corp. • Blank checks

This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among Parabellum Acquisition Corp., a Delaware corporation (the "Company") and B. Riley Securities, Inc. as underwriter (the "Underwriter"), relating to an underwritten initial public offering (the "Public Offering"), of up to 14,375,000 of the Company's units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and three-quarters of one redeemable warrant. Each whole warrant (each, a "Warrant") entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the "Prospectus"), filed by the Compan

PARABELLUM ACQUISITION CORP.
Parabellum Acquisition Corp. • October 1st, 2021 • Blank checks • New York

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"):

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