Exhibit
10.2


 


COMPANY
SHAREHOLDER SUPPORT AGREEMENT


 


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).


 


WHEREAS,
Parsec and the Company are parties to that certain Agreement and Plan of Merger Agreement, dated as of the date hereof, as amended, modified
or supplemented from time to time (the “Merger Agreement”) which provides, among other things, that, upon the terms
and subject to the conditions thereof, (a) Parsec will form Enteractive Merger Sub, Inc., a Canadian corporation, as its wholly owned
subsidiary (“Merger Sub”), and (b) Merger Sub will be merged with and into the Company (the “Merger”),
with the Company surviving the Merger as the surviving corporation;


 


WHEREAS,
as of the date hereof, the Shareholders owns the number of shares of the Company’s common stock set forth after its name on Exhibit
A (all such shares, or any successor or additional shares of the Company of which ownership of record or the power to vote is hereafter
acquired by the Shareholder prior to the termination of this Support Agreement being referred to herein as the “Shares”);
and


 


WHEREAS,
in order to induce Parsec to enter into the Merger Agreement, the Shareholder is executing and delivering this Support Agreement to Parsec
subject to the approval from the shareholders of the Shareholder.


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree as follows:


 


1.
Voting Agreements. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time,
and (b) such date and time as the Merger Agreement shall be terminated in accordance with its terms (whichever earlier, the “Expiration
Time”), the Shareholder, in its capacity as a shareholder of the Company, irrevocably agrees that, at any meeting of the Company’s
shareholders related to the transactions contemplated by the Merger Agreement (whether annual or special, and whether or not an adjourned
or postponed meeting, however called and including any adjournment or postponement thereof) (the “Transactions”) and/or
in connection with any written consent of the Company’s shareholders related to the Transactions (all meetings or consents related
to the Merger Agreement, collectively referred to herein as the “Meeting”), the Shareholder shall:


 


	 	a.	when
    the Meeting is held, appear at the Meeting or otherwise cause its Shares to be counted as present thereat for the purpose of establishing
    a quorum;
	 	 	 
	 	b.	vote
    (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause
    such consent to be granted with respect to), all of its Shares in favor of the Merger Agreement and the transactions contemplated
    thereby;
	 	 	 
	 	c.	authorize
    and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for
    purposes of effecting the Transactions; and
	 	 	 
	 	d.	vote
    (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause
    such consent to be granted with respect to), all of its Shares against any other action that would reasonably be expected to (x)
    impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any
    covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in
    a breach of any covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Support
    Agreement.


 




    	 



    	 



    




 


2.
Restrictions on Transfer. Until the Expiration Time, the Shareholder agrees that it shall not sell, assign or otherwise transfer
any of its Shares unless the buyer, assignee or transferee thereof executes a joinder agreement to this Support Agreement in a form reasonably
acceptable to Parsec. The Company shall not register any sale, assignment or transfer of any Shares on the Company’s stock ledger
(book entry or otherwise) that is not in compliance with this Section 2.


 


3.
New Securities. During the period commencing on the date hereof and ending on the Expiration Time, in the event that, (a) any
Company Common Stock or other equity securities of Company are issued to the Shareholder after the date of this Support Agreement pursuant
to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Company securities owned by the Shareholder,
(b) any Shareholder purchases or otherwise acquires beneficial ownership of any Company Common Stock or other equity securities of Company
after the date of this Support Agreement, or (c) the Shareholder acquires the right to vote or share in the voting of any Company Common
Stock or other equity securities of Company after the date of this Support Agreement (such Company Common Stock or other equity securities
of the Company, collectively the “New Securities”), then such New Securities acquired or purchased by the Shareholder
shall be subject to the terms of this Support Agreement to the same extent as if they constituted Shares as of the date hereof.


 


4.
No Challenge. The Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parsec, Merger Sub,
the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of,
any provision of this Support Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection
with the evaluation, negotiation or entry into the Merger Agreement.


 


5.
Waiver. The Shareholder hereby irrevocably and unconditionally (i) waives any rights of appraisal, dissenter’s rights and
any similar rights relating to the Merger Agreement and the consummation by the parties of the transactions contemplated thereby, including
the Merger, that the Shareholder may have under applicable law, and (ii) waives its right to any payments upon liquidation of the Company
that may be provided for in the Company’s Organizational Documents.


 


6.
Consent to Disclosure. The Shareholder hereby consents to the publication and disclosure in the Form S-4 and the Proxy Statement
(and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other
documents or communications provided by any Parsec Party or the Company to any Governmental Authority or to securityholders of any Parsec
Party) of such Shareholder’s identity and beneficial ownership of Shares and the nature of such Shareholder’s commitments,
arrangements and understandings under and relating to this Support Agreement and, if deemed appropriate by Parsec or the Company, a copy
of this Support Agreement. The Shareholder will promptly provide any information reasonably requested by Parsec or the Company for any
regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).


 


7.
Shareholder Representations: The Shareholder represents and warrants to Parsec and the Company, as of the date hereof, that:


 


	 	a.	such
    Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and the
    execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within
    such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part
    of such Shareholder;
	 	 	 
	 	b.	this
    Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery
    by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such
    Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by
    bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability
    of specific performance and other equitable remedies);


 




    	 



    	 



    

 





	 	c.	the
    execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations
    hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, or (ii) require
    any consent or approval from any third party that has not been given or other action that has not been taken by any third party,
    in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such
    Shareholder of its obligations under this Support Agreement;
	 	 	 
	 	d.	there
    are no Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder,
    before (or, in the case of threatened Proceedings, that would be before) any arbitrator or any Governmental Authority, which in any
    manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this
    Support Agreement;
	 	 	 
	 	e.	no
    broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection
    with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by such Shareholder
    or, to the knowledge of such Shareholder, by the Company;
	 	 	 
	 	f.	such
    Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations
    under this Support Agreement;
	 	 	 
	 	g.	such
    Shareholder has good title to its Shares, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole
    power to vote or cause to be voted its Shares; and
	 	 	 
	 	h.	the
    Shares listed opposite such Shareholder’s name on Exhibit A are the only shares of the Company’s outstanding capital
    stock owned of record or beneficially owned by such Shareholder as of the date hereof, and none of its Shares are subject to any
    proxy, voting trust or other agreement or arrangement with respect to the voting of Shares that is inconsistent with such Shareholder’s
    obligations pursuant to this Support Agreement.


 


8.
Damages; Remedies. The Shareholder hereby agrees and acknowledges that (a) Parsec and the Company would be irreparably injured
in the event of a breach by such Shareholder of its obligations under this Support Agreement, (b) monetary damages may not be an adequate
remedy for such breach and (c) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
party may have in law or in equity, in the event of such breach.


 


9.
Entire Agreement; Amendment. This Support Agreement and the other agreements referenced herein constitute the entire agreement
and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or
representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or
the transactions contemplated hereby. This Support Agreement may not be changed, amended, modified or waived (other than to correct a
typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


10.
Assignment. No party hereto may, except as set forth herein, assign either this Support Agreement or any of its rights, interests,
or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph
shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Support
Agreement shall be binding on the Shareholder, Parsec and the Company and each of their respective successors, heirs, personal representatives
and assigns and permitted transferees.


 


11.
Counterparts. This Support Agreement may be executed in any number of original, electronic or facsimile counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 




    	 



    	 



    




 


12.
Severability. This Support Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Support Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Support Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


13.
Governing Law; Jurisdiction; Jury Trial Waiver. Sections 11.8 through 11.10 of the Merger Agreement is incorporated by reference
herein to apply with full force to any disputes arising under this Support Agreement.


 


14.
Notice. Any notice, consent or request to be given in connection with any of the terms or provisions of this Support Agreement
shall be in writing and shall be sent or given in accordance with the terms of Section 11.1 of the Merger Agreement to the applicable
party, with respect to the Company and Parsec, at the address set forth in Section 11.1 of the Merger Agreement, and, with respect to
the Shareholder, at its address set forth on Exhibit A.


 


15.
Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement.
No such termination shall relieve any Shareholder, Parsec or the Company from any liability resulting from a breach of this Support Agreement
occurring prior to such termination.


 


16.
Adjustment for Stock Split. If, and as often as, there are any changes in the Shares by way of stock split, stock dividend, combination
or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means,
equitable adjustment shall be made to the provisions of this Support Agreement as may be required so that the rights, privileges, duties
and obligations hereunder shall continue with respect to the Shareholder, Parsec and the Company and the Shareholder Shares as so changed.


 


17.
Further Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument
of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested
in writing by another party hereto.


 


18.
Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof, and accordingly, that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state
court within the State of New York without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled
at law or in equity as expressly permitted in this Agreement. Each of the parties further waives (i) any defense in any action for specific
performance that a remedy at law would be adequate and (b) any requirement to post security or a bond as prerequisite to obtaining equitable
relief.


 


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SHAREHOLDER
SUPPORT AGREEMENT SIGNATURE PAGE


 


IN
WITNESS WHEREOF, the parties have executed this Support Agreement as of the date first written above.


 


	 	AGN HOLDING
	 	 	 
	 	 	/s/
    Nicholas Perkell
	 	Name:
	Nicholas Perkell
	 	Title:
	Director
	 	 	 
	 	 	/s/
Raphael Verdugo 
	 	 	Raphael
    Verdugo 
	 	 	 
	 	PENFOLD CAPITAL MARKETS LP
	 	 	 
	 	 	/s/
    Jessica Miller
	 	Name:
	    Jessica
                                            Miller

	 	Title:
	    Managing
                                            Partner

	 	 	 
	 	THE RIDGE INVESTMENT LP
	 	 	 
	 	 	/s/
    Steven O’Brien
	 	Name:
	 Steven
                                            O’Brien

	 	Title:
	    Managing
                                            Partner

	 	 	 
	 	 	/s/
    Terry DeBono
	 	 	Terry
    DeBono 


 


	 	ENTERACTIVE
    MEDIA, INC.
	 	 	 
	 	By:	/s/
    Kelly Kellner
	 	Name:	Kelly
    Kellner
	 	Title:	CEO
	 	 	 
	 	PARSEC
    CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:
     	/s/
    Patricia Trompeter
	 	Name:	Patricia
    Trompeter 
	 	Title:	Chief
    Executive Officer


 




    	 



    	 



    




 


Exhibit
A


Stockholders


 


	Stockholder	 	Shares	 	Address
    for Notice
	AGN
    Holding	 	4,800,000	 	2nd
    Floor College House

    17
    King Edwards Road

    Ruislip,
    London

    United
    Kingdom, HA4 &AE

	Raphael
    Verdugo 	 	5,678,500	 	22
    Tuscany Ravine Manor NW Calgary, AB T3L 2W9
	Penfold
    Capital Markets LP 	 	9,000,000	 	5863
    Leslie Street Suite 216 Toronto Ontario Canada M2H 1J8
	The
    Ridge Investment LP	 	8,376,000	 	235
    Victoria Avenue North Lindsay Ontario K9V 3C9
	Terry
    DeBono	 	4,000,000
    	 	21
    Regency Court

    Oakville,
    ON L6H 2P6