REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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 • July 8th, 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 • July 8th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 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 • July 8th, 2021 • Parsec Capital Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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 • July 8th, 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 5,750,000 of the Company’s units (including up to 750,000 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 a
PARSEC CAPITAL ACQUISITIONS CORPParsec Capital Acquisitions Corp. • July 8th, 2021 • Blank checks
