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”).
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”).
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
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”).
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
