Item 1.01 Entry into a Material
Definitive Agreement.
On November 14, 2022, Parabellum Acquisition Corp., a Delaware
corporation (“Parabellum”), announced that it executed a Business Combination Agreement (the “Business Combination
Agreement”), dated as of November 13, 2022, with EnOcean GmbH, a German private limited company incorporated under the
laws of Germany (“EnOcean”), EnOcean Holdings B.V., a private company with limited liability incorporated under the
Laws of the Netherlands and formed by certain shareholders of EnOcean (“Holdco”) and Artemis Merger Sub, Inc.,
a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”) (the transactions contemplated by the Business
Combination Agreement, the “Business Combination”). This Current Report on Form 8-K (this “Current Report”)
provides a summary of the Business Combination Agreement and the other agreements entered into (and certain agreements to be entered into)
in connection with the Business Combination. The descriptions of these agreements do not purport to be complete and are qualified in their
entirety by the terms and conditions of such agreements or the forms thereof, as applicable, copies of which are filed as Exhibits 2.1,
10.1 and 10.2 hereto and are incorporated by reference herein.
Business Combination Agreement
The below description of the Business Combination Agreement and
the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual
agreement, a copy of which is filed with this Current Report as Exhibit 2.1, and the terms of which are incorporated herein by
reference. Capitalized terms used but not otherwise defined herein will have the meanings given to them in the Business Combination
Agreement. The Business Combination Agreement has been attached to provide investors and security holders with information regarding
its terms. It is not intended to provide any other factual information about Parabellum, EnOcean, Holdco or Merger Sub. In
particular, the assertions embodied in the representations and warranties by Parabellum, EnOcean, Holdco and Merger Sub contained in
the Business Combination Agreement are qualified by information in the disclosure schedules provided by the parties in connection
with the signing of the Business Combination Agreement. These disclosure schedules contain information that modifies, qualifies and
creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain
representations and warranties in the Business Combination Agreement were made as of a specified date, may be subject to a
contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the
purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Business Combination
Agreement are not necessarily characterizations of the actual state of facts about Parabellum, EnOcean, Holdco or Merger Sub at the
time they were made or otherwise and should only be read in conjunction with the other information that Parabellum makes publicly
available in reports, statements and other documents filed with the U.S. Securities and Exchange Commission (the “SEC”).
The Merger
Pursuant to the terms of the Business Combination Agreement, Merger
Sub will merge with and into Parabellum (the “Merger”), with Parabellum as the surviving company in the Merger (the
“Surviving Corporation”), and after giving effect to the Merger, the Surviving Corporation will be a wholly owned subsidiary
of Holdco.
Immediately prior to the Merger, Parabellum’s Class B common
stock (“Parabellum Class B Common Stock”) will automatically convert into Class A common stock, par value
$0.0001 per share (“Parabellum Class A Common Stock”).
At the effective time of the Merger (the “Merger Effective
Time”), each issued and outstanding share of Parabellum Class A Common Stock (other than Parabellum common stock owned
by Parabellum as treasury stock (collectively, the “Excluded Shares”)) will be automatically cancelled and extinguished
and exchanged for one share of common stock, $0.0001 per share, in the Surviving Corporation (“Surviving Corporation Common Stock”)
that is held in the account of a bank or trust company designated by Parabellum (the “Exchange Agent”), solely for
the benefit of the holder of such share of Parabellum Class A Common Stock as of immediately prior to the Merger Effective Time.
In accordance with the provisions of Section 2:94b of the Dutch Civil Code (Burgerlijk Wetboek), the Exchange Agent will
contribute and transfer on behalf of such Parabellum stockholders to Holdco, as a contribution in kind (inbreng op aandelen anders
dan in geld) each share of the Surviving Corporation Common Stock that were issued to the Exchange Agent solely for the account and
benefit of such Parabellum stockholders, and, in consideration of this contribution in kind, Holdco will issue (uitgeven) to the
Exchange Agent for the account and benefit of such Parabellum stockholders one ordinary share of Holdco with a nominal value of €0.16
per share (each a “Holdco Ordinary Share”) in respect of each share of the Surviving Corporation Common Stock so contributed,
(such issuance, together with the Merger, the “Holdco-Parabellum Business Combination”). From and after the Merger
Effective Time, the holder(s) of certificates, if any, evidencing ownership of Parabellum common stock or Parabellum common stock
held in book-entry form issued and outstanding immediately prior to the Merger Effective Time will cease to have any rights with respect
to such shares except as otherwise provided for herein or under applicable Law.
Further, each warrant to purchase shares of Parabellum Class A
Common Stock (“Parabellum Warrant”) that is outstanding immediately prior to the Merger Effective Time will be converted
into a warrant that is exercisable for an equivalent number of Holdco Ordinary Shares on the same contractual terms and conditions as
were in effect with respect to such Parabellum Warrant immediately prior to the effective time under the terms of the Warrant Agreement,
dated September 27, 2021, by and between Parabellum and Continental Stock Transfer & Trust Company (the “Warrant
Agent”) (the “Existing Warrant Agreement”), in each case, on the terms and subject to the conditions set
forth in the Business Combination Agreement (the “Holdco Warrants”).
The Exchange
At the Closing (as defined below), prior to giving effect to the Holdco-Parabellum
Business Combination, pursuant to the Shareholder Undertaking (as defined below), and in accordance with the provisions of Section 2:204b
of the Dutch Civil Code (Burgerlijk Wetboek), each holder (a “Company Shareholder”) of the ordinary shares of
EnOcean (the “Company Ordinary Shares”) as of immediately prior to the Closing, will contribute each Company Ordinary
Share held to Holdco, in exchange for the Company Per Share Consideration (as defined below) and, subject to vesting and forfeiture conditions
described below, the Earnout Shares (as defined below) by, among other things, entering with Holdco into (i) a German Share Transfer Deed
in a form and substance reasonably satisfactory to Parabellum, pursuant to which each Company Shareholder will contribute, assign and
transfer to Holdco the Company Ordinary Shares owned by such Company Shareholder and (ii) a Dutch Deed of Issue, under which each Company
Ordinary Share issued and outstanding as of immediately prior to the Closing will be exchanged for such number of Holdco Ordinary Shares
equal to the Company Per Share Consideration (the “Exchange”). The “Company Per Share Consideration”
means, with respect to each Company Ordinary Share, a number of Holdco Ordinary Shares equal to the Exchange Ratio. The “Exchange
Ratio” means (i)(a) $120,000,000 divided by (b) the Fully-Diluted Company Shares, divided by (ii) $10.00. The “Fully-Diluted
Company Shares” means an amount equal to, without duplication, (i) the aggregate number of shares of Company Ordinary Shares
that are issued and outstanding as of immediately prior to the Exchange on a fully-diluted basis plus (ii) the aggregate number of shares
of Company Ordinary Shares issuable upon the full exercise, exchange or conversion of all options to purchase shares of Company Ordinary
Shares that are outstanding as of immediately prior to the Merger Effective Time (the “Company Options”) that are outstanding
as of immediately prior to the Exchange, calculated with respect to Company Options outstanding prior to the date of the Business Combination
Agreement or issued on or after the date of the Business Combination Agreement and prior to Closing under the stock option plans of EnOcean,
using the treasury stock method.
Each Company Option that is outstanding immediately prior to the Exchange
will become fully vested immediately prior to the Closing and will be converted at the Exchange into a fully vested option to purchase
a number of shares of the applicable class of Holdco Ordinary Shares (such option, a “Holdco Option”) equal to the
product (rounded down to the nearest whole number) of (x) the number of shares of the applicable class of Company Ordinary Shares subject
to such Company Option immediately prior to the Exchange and (y) the Exchange Ratio, at an exercise price per share (rounded up to the
nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Exchange divided by (B)
the Exchange Ratio; provided, however, that the exercise price and the number of shares of the applicable class of Holdco Ordinary Shares
underlying the Holdco Options will be determined in a manner consistent with the requirements of Section 409A and 424 of the U.S. Internal
Revenue Code of 1986, as amended.
Following the Exchange and prior to the Merger Effective Time, the
legal form of Holdco will (i) be changed from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
to a public limited liability company (naamloze vennootschap), whereby Holdco and (ii) amend and restate the organizational documents
of Holdco.
The Earnout Shares
After the Closing, the pre-closing Company Shareholders, including
holders of any Company Option which will be converted into Holdco Options, (the “Shareholder Earnout Group”), will
have the contingent right to receive additional Holdco Ordinary Shares within five business days after the occurrence of a Share Price
Trigger (as defined below). Holdco will issue or caused to be issued an aggregate number of Holdco Ordinary Shares equal to 15% of the
total number of Holdco Ordinary Shares outstanding immediately after the Merger Effective Time to the Shareholder Earnout Group with respect
to each trigger event, as such Holdco Ordinary Shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification,
reorganization, exchange, subdivision or combination (the “Earnout Shares”). The Earnout Shares will be allocated
on a pro rata basis among the Shareholder Earnout Group. The Earnout Shares will be released and delivered to the Shareholder Earnout
Group as follows:
(i) 30% of the Earnout
Shares will be issued by Holdco to the members of the Shareholder Earnout Group on a pro rata basis if, on or prior to the fifth anniversary
of the Closing, the VWAP (as defined below) of the Holdco Ordinary Shares equals or exceeds $12.50 per share for twenty of any thirty
consecutive trading days commencing after the Closing on the New York Stock Exchange (the “NYSE”), NYSE American stock
exchange or Nasdaq stock exchange, as applicable (the “First Share Price Trigger”);
(ii) 30% of the
Earnout Shares will be issued by Holdco to the members of the Shareholder Earnout Group on a pro rata basis if, on or prior to the fifth
anniversary of the Closing, the VWAP of shares of Holdco Ordinary Shares equals or exceeds $15.00 per share for twenty of any thirty consecutive
trading days commencing after the Closing on the NYSE, NYSE American stock exchange or Nasdaq stock exchange, as applicable (the “Second
Share Price Trigger”);
(iii) 40% of the
Earnout Shares will be issued by Holdco to the members of the Shareholder Earnout Group on a pro rata basis if, on or prior to the fifth
anniversary of the Closing, the VWAP of shares of Holdco Ordinary Shares equals or exceeds $17.50 per share for twenty of any thirty consecutive
trading days commencing after the Closing on Nasdaq, the NYSE, NYSE American stock exchange or Nasdaq stock exchange, as applicable (the
“Third Share Price Trigger” and, collectively with the First Share Price Trigger and the Second Share Price Trigger,
the “Share Price Triggers”); and
(iv) if the conditions
set forth in (i), (ii), or (iii) above have not been satisfied following the fifth anniversary of the Closing, any Earnout Shares remaining
will be automatically cancelled and the members of the Shareholder Earnout Group not to have any right to receive such Earnout Shares
or any benefit therefrom.
The Shareholder Earnout Group with respect to any Share Price Trigger
will be entitled to receive Earnout Shares upon the occurrence of each applicable Share Price Trigger.
“VWAP” means, for any security as of any date(s), the dollar
volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then
traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg
through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at
9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average
price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask
price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security
on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) will be the fair market value per share on such
date(s) as reasonably determined in good faith by a majority of the disinterested independent directors of the board of directors (or
equivalent governing body) of Holdco at such time. The VWAP targets for the Holdco Ordinary Shares to achieve a Share Price Trigger and
the number of shares of Holdco Ordinary Shares to be issued as Earnout Shares will be equitably adjusted for any stock dividend, subdivision,
reclassification, recapitalization, split, combination or exchange of shares, or any similar event affecting the Holdco Ordinary Shares
after the date of the Business Combination Agreement. Any fractional Earnout Shares that would otherwise be issuable to any member of
the Shareholder Earnout Group will be rounded down to a whole share of Holdco Ordinary Share.
In the event that there is an agreement with respect to (a) any person
or any group of persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act
or any successor provisions thereto is or becomes the beneficial owner, directly or indirectly, of securities of Holdco representing more
than 50% of the combined voting power of Holdco’s then outstanding voting securities, (b) there is consummated a merger or consolidation
of Holdco with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either
(x) Holdco’s board of directors immediately prior to the merger or consolidation does not constitute at least a majority of the
board of directors of the company surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y)
the voting securities of Holdco immediately prior to such merger or consolidation do not continue to represent or are not converted into
more than 50% of the combined voting power of the then outstanding voting securities of the person resulting from such merger or consolidation
or, if the surviving company is a subsidiary, the ultimate parent thereof, or (c) the shareholders of Holdco approve a plan of complete
liquidation or dissolution of Holdco or there is a consummated agreement or series of related agreements for the sale, lease or other
disposition, directly or indirectly, by Holdco of all or substantially all of the assets of Holdco and its subsidiaries, taken as a whole,
other than such sale or other disposition by Holdco of all or substantially all of the assets of Holdco, its subsidiaries, taken as a
whole, to an entity at least fifty percent 50% of the combined voting power of the voting securities of which are owned by shareholders
of Holdco in substantially the same proportions as their ownership of Holdco immediately prior to such sale (a “Holdco Sale”),
entered into after the Closing and prior to the date that is five years following the Closing, then (i) if the per share value of the
consideration to be received by the holders of Holdco Ordinary Shares in such Holdco Sale equals or exceeds the First Share Price Trigger
and the First Share Price Trigger has not been previously achieved, then the First Share Price Trigger will be deemed to have been achieved,
(ii) if the per share value of the consideration to be received by the holders of the Holdco Ordinary Shares in such Holdco Sale equals
or exceeds the Second Share Price Trigger and the Second Share Price Trigger has not been previously achieved, then the Second Share Price
Trigger will be deemed to have been achieved, and (iii) if the per share value of the consideration to be received by the holders of
the Holdco Ordinary Shares in such Holdco Sale equals or exceeds the Third Share Price Trigger and the Third Share Price Trigger has not
been previously achieved, then the Third Share Price Trigger will be deemed to have been achieved, and Holdco will issue the applicable
amount of Earnout Shares on the date prior to the closing of such Holdco Sale (in each case, to the extent such Earnout Shares have not
previously been issued); provided, that, if the consideration to be received by the holders of Holdco Ordinary Shares in such Holdco Sale
includes non-cash consideration, the value of such consideration will be determined in good faith by the board of directors of Holdco.
The Closing
The closing of the Business Combination (the “Closing”)
will occur as promptly as practicable, but in no event later than three Business Days, after the satisfaction or, if permissible, waiver
of the conditions set forth in the Business Combination Agreement.
Proxy Statement
As promptly as practicable, after the date of the Business Combination
Agreement and receipt of the audited consolidated financial statements of EnOcean and its subsidiaries for the twelve month periods ended
September 30, 2021, and September 30, 2022 audited or reviewed, as applicable, in accordance with the auditing standards of the PCAOB,
(i) Holdco, EnOcean and Parabellum will prepare and file with the SEC a proxy statement (as amended or supplemented from time to time,
the “Proxy Statement”) to be sent to the Parabellum stockholders relating to a stockholders’ meeting of Parabellum
to be held to consider approval and adoption of (a) the Business Combination Agreement and the Merger, (b) any other proposals as either
the SEC or the NYSE may indicate are necessary, and (c) any other proposals the parties deem necessary to effectuate the Business Combination,
and (ii) Holdco will file with the SEC a registration statement on Form F-4 (the “F-4 Registration Statement”), in
which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of 1933, as amended
(the “Securities Act”), of the Holdco Ordinary Shares and Holdco Warrants to be issued in the Merger.
Stock Exchange Listing
Pursuant to the terms of the Business Combination Agreement, EnOcean,
Holdco and Parabellum are required to use their respective reasonable best efforts to cause the Holdco Ordinary Shares to be issued in
connection with the Business Combination to be approved for listing on the NYSE, NYSE American stock exchange, or Nasdaq stock exchange
as promptly as practicable after the date of the Business Combination Agreement, and in any event prior to the Closing.
Name Change
Upon the Closing of the Business Combination, Holdco will be renamed
to a new name, to be mutually agreed to by Parabellum and the EnOcean.
Transaction Expenses
The fees, expenses and disbursements incurred by or on behalf of
Parabellum for underwriters, outside counsel, agents, advisors, consultants, experts, financial advisors and other service providers
engaged by or on behalf of Parabellum in connection with the Business Combination (the “Outstanding
Parabellum Transaction Expenses”) plus any deferred underwriting fees required to be paid by or on behalf of Parabellum
will not exceed $12,500,000. If the sum of the Outstanding Parabellum Transaction Expenses and the deferred underwriting fees
required to be paid by or on behalf of Parabellum exceeds $12,500,000, the sponsor of Parabellum, Parabellum Acquisition Partners,
LLC (“Sponsor”), will pay such excess amount to Holdco at the
Closing.
Representations and Warranties
The Business Combination Agreement contains customary representations
and warranties of the parties thereto with respect to, among other things, (a) organization and qualification, subsidiaries, (b) company
organizational documents and books and records, (c) capitalization, (d) insolvency, (e) authority relative to the agreement,
(f) no conflicts, required filings and consents, (g) permits, compliance, (h) financial statements, (i) absence of
changes, (j) absence of litigation, (k) employee benefit plans, (l) labor and employment matters, (m) real property,
title of assets, (n) intellectual property, (o) customers and suppliers, (p) taxes, (q) environmental matters, (r) material
contracts, (s) international trade laws, (t) insurance, (u) anti-corruption laws, (v) related party transactions,
(w) exchange act, (x) brokers, (y) exclusivity.
Covenants
The Business Combination Agreement includes customary covenants of
the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination and efforts
to satisfy the conditions to consummation of the Business Combination. The Business Combination Agreement also contains additional covenants
of the parties, including, among others, covenants providing for Parabellum and EnOcean to use their reasonable best efforts to obtain
all permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with
EnOcean and its subsidiaries as set forth in the Business Combination Agreement necessary for the consummation of the Business Combination
and to fulfill the conditions to the Merger.
Incentive Plans
In connection with the Merger, the parties will cooperate to establish,
prior to the Closing an equity incentive award plan (the “Holdco Equity Plan”) for Holdco with an award pool of Holdco
Ordinary Shares equal to (i) 10% of the fully diluted shares of Holdco outstanding as of immediately after the Merger Effective
Time (rounded up to the nearest whole share), which plan will include an “evergreen” provision pursuant to which such award
pool will automatically increase on each January 1st that occurs within the ten year period following shareholder approval
of such plan by an amount equal to 5% of the shares of Holdco Ordinary Shares outstanding as of 12:01 a.m. (Pacific Time) on such
date, and which plan will be effective at and after the Closing.
EnOcean Exclusivity Restrictions
Pursuant to the terms of the Business Combination Agreement, from the
date of the Business Combination Agreement to the Closing or, if earlier, the termination of the Business Combination Agreement in accordance
with its terms, EnOcean has agreed, among other things, not to, directly or indirectly, (i) enter into, solicit, initiate or continue
any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with,
or provide any information to, or otherwise cooperate in any way with, any person or other entity concerning the potential acquisition
of all or substantially all of the equity interests or assets of EnOcean, whether by merger, sale of stock, sale of assets, business combination
or otherwise (an “Alternative Transaction”), (ii) enter into any agreement regarding, continue or otherwise participate
in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably
be expected to lead to, any Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding
any Alternative Transaction.
Parabellum Exclusivity Restrictions
Pursuant to the terms of the Business Combination Agreement, from the
date of the Business Combination Agreement to the Merger Effective Time or, if earlier, the termination of the Business Combination Agreement
in accordance with its terms, Parabellum has agreed among other things, not to take, whether directly or indirectly, any action to solicit,
initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information
to or commence due diligence with respect to, any person (other than EnOcean, its shareholders and/or any of their affiliates or representatives),
concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication
of interest, written or oral relating to any business combination transaction other than with EnOcean, its subsidiaries, their shareholders
and their respective affiliates and representatives.
PIPE Investment and Secondary Sale
Following the date of the Business Combination Agreement, Holdco may
enter into agreements with investors (the “PIPE Investors”) for the subscription for Holdco Ordinary Shares, convertible
promissory notes or other securities or any combination thereof to be subscribed for pursuant to the terms of one or more subscription
agreements with terms acceptable to EnOcean and Parabellum (all such subscription agreements, collectively the “PIPE Subscription
Agreements”)with the PIPE Investors or additional investors reasonably acceptable to EnOcean (which approval will not be unreasonably
withheld) on terms mutually agreeable to EnOcean and Parabellum (each acting reasonably and in good faith), provided that, unless otherwise
agreed to, the aggregate gross proceeds under the PIPE Subscription Agreements will not exceed $40,000,000 (the “PIPE Investment
Amount”), provided further that, such PIPE Investment Amount will be increased to account for any fees paid by EnOcean, Holdco
or Parabellum in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Holdco
seeking a PIPE Investment, Parabellum, Holdco and EnOcean will cooperate with each other in connection with such PIPE Investment and use
their respective commercially reasonable efforts to cause such PIPE Investment to occur.
In the event (a) the aggregate amount of proceeds raised in the PIPE
Investment plus (b) the amount of funds in the trust fund established by Parabellum for the benefit of its public stockholders maintained
in a trust account at JP Morgan Chase Bank, N.A. in New York, New York with Continental Stock Transfer & Trust Company (after giving
effect to the election of an eligible holder of the Parabellum Class A Common Stock (as determined in accordance with Parabellum’s
amended and restated certificate of incorporation) to redeem all or a portion of such holder’s shares of Parabellum Class A Common
Stock) (the “Parabellum Share Redemption”), will exceed $30,000,000 (net of Outstanding Parabellum Transaction Expenses),
then Holdco will, at the Closing, use excess proceeds in an amount not to exceed $10,000,000, for direct secondary purchases of Holdco
Ordinary Shares from certain former Company Shareholders (the “Secondary Sale”). The Secondary Sale will be effected
pursuant to purchase and sale agreements, between Holdco and such former Company Shareholders, on terms acceptable to EnOcean and Parabellum.
Conditions to Closing
The consummation of the Business Combination is subject to the receipt
of the requisite approval of the stockholders of each of Parabellum and EnOcean, and the fulfillment of certain other conditions, as described
in greater detail below.
Mutual Conditions
Under the terms of the Business Combination Agreement, the obligations
of Holdco, EnOcean, Parabellum and Merger Sub to consummate the Business Combination, including the Merger, are subject to the satisfaction
or waiver (where permissible) at or prior to the Closing of the following conditions: (i) the approval by the shareholders of EnOcean
of the Business Combination, and certain other matters related to its implementation having been obtained at a physical meeting (Gesellschafterversammlung)
of the Company Shareholders to be held in accordance with EnOcean’s Articles of Association and in line with past practice (the
“Required Company Shareholders’ Consent”), and remaining in full force and effect; (ii) the approval and
adoption by the stockholders of Parabellum of (a) the Business Combination Agreement and the Merger, (b) any other proposals as either
the SEC or the NYSE may indicate are necessary, and (c) any other proposals the parties deem necessary to effectuate the Business Combination
will have been received by the requisite affirmative vote of the stockholders of Parabellum in accordance with a proxy statement of Parabellum,
the Delaware General Corporation Law, the certificate of incorporation and the bylaws of Parabellum and the rules and regulations
of the NYSE; (iii) no governmental authority will have enacted, issued, promulgated, enforced or entered any law, rule, regulation,
judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination illegal or otherwise
prohibiting consummation of the Business Combination; (iv) all applicable waiting periods (and any extensions thereof) under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in respect of the Business Combination will have expired or been terminated;
(v) all consents, approvals and authorizations set forth in the Business Combination Agreement will have been obtained from and
made with all governmental authorities; (vi) the F-4 Registration Statement will have been declared effective under the Securities
Act, no stop order suspending the effectiveness of the Registration Statement will be in effect, and no proceedings for purposes of suspending
the effectiveness of the Registration Statement will have been initiated or threatened by the SEC; (vii) Holdco’s initial
listing application with the NYSE, NYSE American stock exchange or Nasdaq stock exchange, as applicable, in connection with the Business
Combination will have been conditionally approved, and the Holdco Ordinary Shares and Holdco Warrants to be issued in connection with
the Merger and the Holdco Ordinary Shares that will become issuable upon the exercise of the Holdco Warrants will have been approved
for listing on the NYSE, NYSE American stock exchange or Nasdaq stock exchange, as applicable, subject to any requirement to have a sufficient
number of round lot holders of the Holdco Ordinary Shares and Holdco Warrants; (viii) the Holdco Equity Plan will have been adopted
and approved by the Holdco shareholders; (ix) the aggregate cash proceeds received by Parabellum or any of its affiliates from the
Trust Account in connection with the Business Combination (after for the avoidance of doubt, giving effect to the Parabellum Share Redemption)
and the transactions contemplated in the PIPE Subscription Agreements will be equal to or greater $30,000,000; (x) upon the Closing,
and after giving effect to the Parabellum Share Redemption, Parabellum will have net tangible assets of at least $5,000,001 (excluding
assets of EnOcean); (xi) the Shareholder Undertaking, the Voting and Shareholder Support Agreement (as defined below), the Sponsor
Support Agreement (as defined below), the Registration Rights and Lock-Up Agreement (as defined below) and the PIPE Subscription Agreement
(the “Transaction Documents”) will be in full force and effect and will not have been rescinded by the parties thereto;
(xii) the Exchange will have occurred; (xiii) immediately following the Closing, the officers and directors of Holdco will
be constituted in accordance with the Business Combination Agreement; and (xiv) all parties to the Registration Rights and Lock-Up
Agreement will have delivered, or cause to be delivered, to Parabellum, the EnOcean and Holdco, copies of the Registration Rights and
Lock-Up Agreement duly executed by all such parties.
Parabellum Conditions to Closing
Additionally, under the terms of the Business Combination Agreement,
the obligations of Parabellum to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver
(where permissible) at or prior to the Closing of, among other customary closing conditions, the following conditions: (i) EnOcean
Shareholders owning at least 95% of the Company Ordinary Shares will have entered into, and be bound by, the Shareholder Undertaking,
and the same will not be revoked, modified, amended, waived or terminated; (ii) no material adverse effect involving EnOcean will
have occurred between the date of the Business Combination Agreement and the Closing; and (iii) other than those persons identified
as continuing directors, all members of the board of directors of EnOcean will have executed written resignations.
EnOcean Conditions to Closing
Additionally, under the terms of the Business Combination Agreement,
the obligations of EnOcean to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where
permissible) at or prior to the Closing of, among other customary closing conditions, the following conditions: (i) no material adverse
effect involving Parabellum will have occurred between the date of the Business Combination Agreement and the Closing; (ii) the
transactions contemplated by the Sponsor Support Agreement to occur at or prior to the Closing will have been consummated; and (iv) the
Transaction Documents will be in full force and effect and will not have been rescinded by Parabellum.
Termination
The Business Combination Agreement allows the parties to
terminate the agreement if certain conditions described in the Business Combination Agreement are satisfied, including if the Merger
Effective Time has not occurred by August 13, 2022, the date which is nine months after the date of the Business
Combination Agreement (the “Outside Date”). Additionally, under the
Business Combination Agreement, (i) Parabellum is allowed to terminate the Business Combination Agreement (a) if the Voting and Shareholder Support Agreement is no longer valid or is otherwise revoked or rescinded at any time, (b)
if the Company Shareholders owning at least 95% of the Company Ordinary Shares will not have entered into, and be bound by, the
Shareholder Undertaking, as of December 21, 2022, or is, after such time as such Company Shareholders have entered into the and
become bound by the Shareholder Undertaking, such Shareholder Undertaking is no longer valid or is revoked or rescinded or such
Company Shareholders for any other reason or no longer bound by the Shareholder Undertaking, or (c) if EnOcean fails to deliver the
Required Company Shareholders’ Consent within ten days after the date on which the Registration Statement is declare
effective, or rescinded, revoked, or no longer valid and (ii) EnOcean is allowed to terminate the Business Combination
Agreement if on or prior to February 28, 2023, Parabellum fails to deliver PIPE Subscription Agreements for an aggregate amount
of at least $30,000,000.
Effect of Termination
If the Business Combination Agreement is terminated, the agreement
will forthwith become void, and there will be no liability under the Business Combination Agreement on the part of any party to the Business
Combination Agreement, except as set forth in the Business Combination Agreement or in the case of termination subsequent to a willful
material breach of the Business Combination Agreement by a party thereto.
Shareholder Undertaking
Promptly after the date of the Business Combination Agreement and as
a condition to receipt of the Holdco Ordinary Shares, each Company Shareholder will enter into an irrevocable shareholder undertaking
(the “Shareholder Undertaking”) in the form attached as Exhibit A to the Business Combination Agreement,
by and among Parabellum, EnOcean, and each Company Shareholder, pursuant to which each Company Shareholder agrees (A) to fully support
the Business Combination and other transactions contemplated by the Transaction Documents, (B) to execute and deliver to EnOcean
a Dutch power of attorney (“POA”) and a German POA, in accordance with the instructions with respect to having such
POAs notarized, apostilled, and confirmed, and (C) to contribute his or her shares in EnOcean to Holdco in exchange for Holdco Ordinary
Shares and duly execute the German Share Transfer Deed (as defined in the Shareholder Undertaking).
Voting and Shareholder Support Agreement
Parabellum, EnOcean, Holdco and certain Company Shareholders owning
at least 95% of the ordinary shares of EnOcean, concurrently with the execution and delivery of the Business Combination Agreement,
have entered into a Voting and Shareholder Support Agreement (the “Voting and Shareholder Support Agreement”), pursuant
to which such Company Shareholders have agreed, among other things, to vote all of their shares of EnOcean in favor of the Business Combination
Agreement and the Business Combination, including the Merger, and to enter into the Shareholder Undertaking promptly upon being requested
by EnOcean to do so.
The foregoing description of the Voting and Shareholder Support Agreement
and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual
agreement, a copy of which is filed with this Current Report as Exhibit 10.1, and the terms of which are incorporated herein by reference.
Sponsor Support Agreement
Parabellum, Sponsor, Holdco and EnOcean concurrently with the execution
and delivery of the Business Combination Agreement, have entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”),
pursuant to which the Sponsor has agreed, among other things, to vote (or execute and return an action by written consent), or cause
to be voted at the Parabellum Stockholders’ Meeting (as defined in the Sponsor Support Agreement) (or validly execute and return
and cause such consent to be granted with respect to), all of its shares of Parabellum Common Stock in favor of the approval and adoption
of the Business Combination Agreement and approval of the Business Combination, including the Merger.
The foregoing description of the Sponsor Support Agreement and the
transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement,
a copy of which is filed with this Current Report as Exhibit 10.2, and the terms of which are incorporated herein by reference.
Amended and Restated Rights and Lock-Up Agreement
Parabellum, Sponsor, certain qualified institutional buyers or accredited
investors who are party to that certain Registration and Shareholder Rights Agreement, dated as of September 27, 2021 (the “Original
RRA”, the investors, the “Anchor Investors”), Holdco, and certain
stockholders of EnOcean (the “Target Holders”, and together with the Sponsor
and Anchor Investors, the “Holders”) will be entering into by the Closing,
for which it is a condition, an Amended and Restated Registration Rights and Lock-Up Agreement in the form attached as Exhibit
D to the Business Combination Agreement (the “Amended and Restated Registration
Rights and Lock-Up Agreement”). Pursuant to the terms of the Amended and Restated Registration Rights and Lock-Up Agreement,
effective following the Closing, Holdco will be obligated to file a registration statement to register the resale of certain shares of
common stock held by the Holders. In addition, pursuant to the terms of the Amended and Restated Registration Rights and Lock-Up Agreement
and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised,
the Holders following the Closing may demand at any time or from time to time, that Holdco file a registration statement on Form S-1
or Form S-3 to register certain shares of Common Stock held by such Holders. The Amended and Restated Registration Rights and Lock-Up
Agreement will also provide the Holders with “piggy-back” registration rights following the Closing, subject to certain requirements
and customary conditions.
In addition, subject to certain exceptions, each of the Holders will
not Transfer (as such term is defined in the Registration Rights and Lock-Up Agreement), except for in the case of certain customary
exceptions, 83.0% of the Holdco Ordinary Shares and any other equity securities convertible into or exercisable or exchange for the Holdco
Ordinary Shares (“Lock-Up Shares”) (other than shares obtained through an earn out contemplated by the Transaction
or the public market) until the earlier of (i) December 15, 2023, (ii) 180 days after the date of the Closing, or (ii) the
date on which, subsequent to the Business Combination, the reported closing price of the Holdco Ordinary Shares equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like occurring after the Closing)
for any twenty trading days within any thirty trading day period commencing at least one hundred fifty days after the Closing, or
the date on which Holdco completes a liquidation, merger, stock exchange or other similar transaction that results in all of Holdco’s
stockholders having the right to exchange their shares of Holdco Ordinary Shares for cash, securities or other property.
Warrant Assumption Agreement
Immediately following the completion of the Holdco-Parabellum Business
Combination, Parabellum, Holdco, and the Warrant Agent will enter into a Warrant Assignment, Assumption And Amendment Agreement in substantially
the form attached as Exhibit E to the Business Combination Agreement (the “Warrant Assumption Agreement”),
pursuant to which Parabellum will assign to Holdco all of Parabellum’s right, title and interest in the Existing Warrant Agreement.
