REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 8, 2021, is made and entered into by and among Parsec Capital Acquisitions Corp, a Delaware corporation (the “Company”), Parsec Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PARSEC CAPITAL ACQUISITIONS CORP UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks • New York
Parsec Capital Acquisitions Corp, a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENT between PARSEC CAPITAL ACQUISITIONS CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 12th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 8, 2021, is by and between Parsec Capital Acquisitions Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PARSEC CAPITAL ACQUISITIONS CORPParsec Capital Acquisitions Corp. • July 8th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 12, 2021 2021 by and between Parsec Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Parsec Capital Acquisitions Corp, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 8, 2021 by and between Parsec Capital Acquisitions Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 8th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Parsec Capital Acquisitions Corp, a Delaware corporation (the “Company”), and Parsec Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • July 8th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, between PARSEC CAPITAL ACQUISITIONS CORP, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
Parsec Capital Acquisitions Corp Lewisville, TX 75057Letter Agreement • October 12th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Parsec Capital Acquisitions Corp, a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC formerly known as Kingswood Capital Markets, division of Benchmark Investments, LLC, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A share of common stock, having a par or nominal value of US $0.0001 per share, of the Company (the “Common Stock”), and one redeemable warrant (“Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 18th, 2022 • Parsec Capital Acquisitions Corp. • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT, dated as of October 13, 2022 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Stockholder”), Enteractive Media Inc., a Canadian corporation (the “Company), and Parsec Capital Acquisitions Corp., a Delaware corporation (“Buyer”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • October 12th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 8, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Parsec Capital Acquisitions Corp, a Delaware corporation (the “Company”), and Parsec Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • September 14th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks
THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “First Amendment”) is made and entered into as of August 12, 2021 by and among Parsec Capital Acquisitions Corp (the “Company”), and Parsec Acquisitions Sponsor LLC (the “Payee”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 2nd, 2022 • Parsec Capital Acquisitions Corp. • Blank checks • Delaware
Amendment No. 1 to Agreement and Plan of Merger, dated November 1, 2022 (the “Amendment”), by and among Parsec Capital Acquisitions Corp., a Delaware corporation, Enteractive Merger Sub, Inc., a Canadian corporation (“Merger Sub”), and Enteractive Media Inc., a Canadian corporation (collectively, the “Parties”, and each, a “Party”.
PARSEC CAPITAL ACQUISITIONS CORPParsec Capital Acquisitions Corp. • July 8th, 2021 • Blank checks
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • October 18th, 2022 • Parsec Capital Acquisitions Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2022 (this “Agreement”), by and among Parsec Capital Acquisitions Corp., a Delaware corporation (“Parsec”), Enteractive Merger Sub, Inc., a Canadian corporation (“Merger Sub”), and Enteractive Media Inc., a Canadian corporation (the “Company”). Parsec, Merger Sub, and the Company are sometimes referred to individually herein as a “Party” and, collectively, the “Parties”.
STOCK EXCHANGE AND REORGANIZATION AGREEMENTStock Exchange and Reorganization Agreement • March 31st, 2023 • Parsec Capital Acquisitions Corp. • Blank checks • New York
This Stock Exchange and Reorganization Agreement (this “Agreement”) is made and entered into as of February 21, 2023 by and among Parsec Capital Acquisition Corp., a Delaware corporation (“Parsec” or the “Purchaser”), Enteractive Media, Inc. doing business as Game Changerz,.. a corporation incorporated under the laws of Canada (“GC”) and the principal stockholders of GC set forth on Schedule “A” hereto (the “Principal GC Stockholders”). Each of the Purchaser, GC and the Principal GC Stockholders are referred to herein individually as the “Party” and collectively as the “Parties.”
PARSEC CAPITAL ACQUISITIONS CORPParsec Capital Acquisitions Corp. • October 12th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Parsec Capital Acquisitions Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Astro Aerospace Ltd. (“Astro”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 320 W. Main Street, Lewisville, TX 75057 (or any successor location). In exchange therefore, the Company shall pay Astro a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Terminat
STOCK GRANT AGREEMENTStock Grant Agreement • September 14th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks
This agreement (the “Agreement”) is entered into as of July 9, 2021, by and between Parsec Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of undersigned officers and directors (each a “Recipient”) of Parsec Capital Acquisitions Company (the “Company”).
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • October 18th, 2022 • Parsec Capital Acquisitions Corp. • Blank checks
This COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of October 13, 2022 (this “Support Agreement”), is entered by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder” and collectively, the “Shareholders”), Enteractive Media Inc., a Canadian corporation (the “Company), and Parsec Capital Acquisitions Corp., a Delaware corporation (“Parsec”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
