Exhibit 10.1


 


AMENDMENT
NO. 1 TO AGREEMENT AND PLAN OF MERGER


 


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”.


 


WHEREAS,
the Parties have entered into an Agreement and Plan of Merger, dated October 13, 2022 (the “Existing Agreement”);
and


 


WHEREAS,
the Parties hereto desire to amend the Existing Agreement on the terms and subject to the conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:


 


1. Definitions.
Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.


 


2. Amendments
to the Existing Agreement. As of the Effective Date (defined below), the Existing Agreement is hereby amended or modified
as follows:


 


(a)
The definition of “Merger Consideration” as defined in Article I of the Existing Agreement is hereby deleted in its entirety
and replaced with the following:


 


“Merger
Consideration” means Six Million Nine Hundred Thousand (6,900,000) shares, with an assumed price of $10.00 per share, subject
to a discount of up to sixty percent (60%), of which One Million Nine Hundred Thousand (1,900,000) shares (the “Escrowed Shares”)
are subject to forfeiture in the case the Company does not achieve gross revenues of at least Three Million Dollars ($3,000,000) in calendar
year 2023, as reported by the Company in its Form 10-K filing for the year ended December 31, 2023. Accordingly, none of the shareholders
of the Company will sell any of the Escrowed Shares until the Company reports such revenues.


 


(b) Exhibit
A of the Existing Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto to this Amendment.


 


3. Date
of Effectiveness; Limited Effect. This Amendment will be deemed effective on the date first written above (the “Effective
Date”). Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will
remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing,
the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or
as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the
other Party. On and after the Effective Date, each reference in the Existing Agreement to “this Agreement,” “the Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Existing Agreement
in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement,
will mean and be a reference to the Existing Agreement as amended by this Amendment.


 






    	 



    	 



    

 


4. Representations
and Warranties. Each Party hereby represents and warrants to the other Party that:


 


(a) It
has the full right, power, and authority to enter into this Amendment and to perform its obligations hereunder and under the Existing
Agreement as amended by this Amendment.


 


(b) The
execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and
the delivery of this Amendment by such Party, have been duly authorized by all necessary action on the part of such Party.


 


(c) This
Amendment has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto)
constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except
as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related
to or affecting creditors’ rights generally or the effect of general principles of equity.


 


EXCEPT
FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLES IV AND V OF THE EXISTING AGREEMENT AND IN THIS SECTION 4 OF THIS
AMENDMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION
OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR
OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION
OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS
SECTION 4.


 









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5. Miscellaneous.


 


(a) This
Amendment is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions
of such State.


 


(b) This Amendment
shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.


 


(c) The
headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.


 


(d) This
Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement.
Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed
counterpart of this Amendment.


 


(e) This
Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes
all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such
subject matter.


 


[SIGNATURE
FOLLOWS]


 






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IN
WITNESS WHEREOF, the Parties have executed this Amendment as on the date first written above.


 


	 	PARSEC
    CAPITAL ACQUISITIONS CORP
	 	 	 
	 	By:	/s/
    Patricia Trompeter
	 	Name:	Patricia
Trompeter
	 	Title:	CEO
	 	 	 
	 	ENTERACTIVE MERGER SUB, INC.
	 	 	 
	 	By:	/s/
    Patricia Trompeter
	 	Name:	Patricia
Trompeter
	 	Title:	CEO
	 	 	 
	 	ENTERACTIVE MEDIA, INC.
	 	 	 
	 	By:	/s/
    Kelly Kellner
	 	Name:	Kelly
    Kellner
	 	Title:	CEO


 






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EXHIBIT
A


 


Shareholder
and Merger Consideration


 





	Enteractive Media Inc.	 	Capitalization Table	 
	 	 	 	 	 	Percent of	 	 	Number of Parsec (1)	 
	Shareholder	 	Shares	 	 	Fully Diluted	 	 	Shares Rec’d	 
	AGN Holding	 	 	4,800,000	 	 	 	8.00	%	 	 	552,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Raphael Verdugo	 	 	5,678,500	 	 	 	9.46	%	 	 	653,028	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Penfold Capital Markets LP	 	 	9,000,000	 	 	 	15.00	%	 	 	1,035,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Ridge Investment LP	 	 	8,376,000	 	 	 	13.96	%	 	 	963,240	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dufer Enterprise Ltd	 	 	3,000,000	 	 	 	5.00	%	 	 	345,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hunter Beechwood Investments	 	 	3,624,000	 	 	 	6.04	%	 	 	416,760	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Terry DeBono	 	 	4,000,000	 	 	 	6.67	%	 	 	460,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Katelyn Kellner 	 	 	525,000	 	 	 	0.88	%	 	 	60,375	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kyle Kellner 	 	 	200,000	 	 	 	0.33	%	 	 	23,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Justin O’Heir	 	 	27,500	 	 	 	0.05	%	 	 	3,163	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dong Shim 	 	 	24,000	 	 	 	0.04	%	 	 	2,760	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Evans and Evans	 	 	24,000	 	 	 	0.04	%	 	 	2,760	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vakees Vallipuram Consulting 	 	 	232,000	 	 	 	0.39	%	 	 	26,680	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bryce Boucher 	 	 	100,000	 	 	 	0.17	%	 	 	11,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    Century Properties

    (Robert Cunningham)
	 	 	150,000	 	 	 	0.25	%	 	 	17,250	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Patrick M.B. Chan 	 	 	150,000	 	 	 	0.25	%	 	 	17,250	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	1992689 Alberta Inc. 	 	 	5,600,000	 	 	 	9.33	%	 	 	644,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Chris Clisby 	 	 	100,000	 	 	 	0.17	%	 	 	11,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dylan Johnson	 	 	50,000	 	 	 	0.08	%	 	 	5,750	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    Target Directories Corp

    (Evan Heltay)
	 	 	500,000	 	 	 	0.83	%	 	 	57,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    Opal Odyssey Corporation

    (Indra L. Maharaj)
	 	 	50,000	 	 	 	0.08	%	 	 	5,750	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Derrick Law 	 	 	50,000	 	 	 	0.08	%	 	 	5,750	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Finlay Mah	 	 	600,000	 	 	 	1.00	%	 	 	69,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Don Moroz 	 	 	1,360,000	 	 	 	2.27	%	 	 	156,400	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    JB Metcalfe Holding Co.

    (James Metcalfe)
	 	 	310,000	 	 	 	0.52	%	 	 	35,650	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Michael William Skorpack 	 	 	174,000	 	 	 	0.29	%	 	 	20,010	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    924755 Alberta Inc.

    (Tim Down)
	 	 	1,000,000	 	 	 	1.67	%	 	 	115,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dawn Welykochy 	 	 	50,000	 	 	 	0.08	%	 	 	5,750	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Emmanuel Aladi 	 	 	350,000	 	 	 	0.58	%	 	 	40,250	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Julika Bond 	 	 	125,000	 	 	 	0.21	%	 	 	14,375	 





 






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	Enteractive Media Inc.	 	Capitalization Table	 
	 	 	 	 	 	Percent of	 	 	Number of Parsec (1)	 
	Shareholder	 	Shares	 	 	Fully Diluted	 	 	Shares Rec’d	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Veronika Slabyj 	 	 	125,000	 	 	 	0.21	%	 	 	14,375	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deborah Lazareff 	 	 	500,000	 	 	 	0.83	%	 	 	57,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Robert Dikeukwu Professional Corporation 	 	 	100,000	 	 	 	0.17	%	 	 	11,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    Excelsus International Inc.

    (Joseph Osuji)
	 	 	50,000	 	 	 	0.08	%	 	 	5,750	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	John Anderson	 	 	150,000	 	 	 	0.25	%	 	 	17,250	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Michael Wang	 	 	100,000	 	 	 	0.17	%	 	 	11,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Nancy Wiseman	 	 	50,000	 	 	 	0.08	%	 	 	5,750	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Alexandra Ross and Kenneth Kolodka	 	 	100,000	 	 	 	0.17	%	 	 	11,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tom Luzzi	 	 	50,000	 	 	 	0.08	%	 	 	5,750	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	James Nelles (Jamie)	 	 	100,000	 	 	 	0.17	%	 	 	11,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Andrew Nelles	 	 	450,000	 	 	 	0.75	%	 	 	51,750	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Douglas C. Johnson	 	 	85,000	 	 	 	0.14	%	 	 	9,775	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    PD Metcalfe Professional Corp.

    (Peter Metcalfe)
	 	 	50,000	 	 	 	0.08	%	 	 	5,750	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    Metcalfe Professional Corp

    (Charles Metcalfe)
	 	 	30,000	 	 	 	0.05	%	 	 	3,450	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    Dr. MJ Metcalfe Professional Corp.

    (Michael Metcalfe)
	 	 	20,000	 	 	 	0.03	%	 	 	2,300	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cavell Holdings Inc. 

(Timothy Melton)	 	 	150,000	 	 	 	0.25	%	 	 	17,250	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Brady Chernoff	 	 	10,000	 	 	 	0.02	%	 	 	1,150	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Robert Rothenberg	 	 	100,000	 	 	 	0.17	%	 	 	11,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Apotheon Group Ventures Ltd	 	 	450,000	 	 	 	0.75	%	 	 	51,750	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	HeadsUp Entertainment International Inc.	 	 	500,000	 	 	 	0.83	%	 	 	57,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Katherine Wilson	 	 	2,500,000	 	 	 	4.17	%	 	 	287,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kelly Kellner	 	 	2,125,000	 	 	 	3.54	%	 	 	244,375	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	James Harty Nelles (Jim)	 	 	200,000	 	 	 	0.33	%	 	 	23,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lynne Kellner	 	 	1,375,000	 	 	 	2.29	%	 	 	158,125	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Achille Colasanti	 	 	200,000	 	 	 	0.33	%	 	 	23,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Malcolm Dunlop	 	 	200,000	 	 	 	0.33	%	 	 	23,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal: Total Shares O/S	 	 	60,000,000	 	 	 	100	%	 	 	6,900,000	 


 






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