Exhibit
10.10


 


STOCK
GRANT AGREEMENT 


 


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”).


 


WHEREAS,
in order to induce the Recipients to serve as a director of and promote the best interests of the Company and on the terms and subject
to the conditions set forth in this Agreement, the Sponsor wishes to transfer, assign and sell shares of Class B common stock, $0.0001
par value per share (the “Shares”), of the Company to the Recipients, in such amounts and as set forth on Schedule
A, and the Recipients individually agree to purchase such Shares and be bound by the terms of this Agreement and the certificate
of incorporation of the Company (as amended and restated from time to time).


 


WHEREAS,
The Sponsor has agreed to purchase an aggregate of 3,250,000 warrants (the “Placement Warrants”), at a price
of $1.00 per Placement Warrant. The Sponsor has agreed to transfer to the Recipients, free of charge, the amount of such Placement Warrants
as set forth next to such Recipients name in Schedule A, and the Recipients individually agree to accept such Placement Warrants
and be bound by the terms of this Agreement and the certificate of incorporation of the Company (as amended and restated from time to
time).


 


NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


Section
1. Purchase and Vesting of Securities. The Sponsor hereby transfers, assigns and sells the Shares to the Recipients, in the amounts
set forth on Schedule A (the “Transferred Shares”). Each Recipient has paid the price per share as set
forth on Schedule A (the “Per Share Purchase Price”), in consideration of his or her purchase. On the
date hereof, the Company shall update the register of members of the Company to reflect the transfer of the Transferred Shares to the
Recipients, making any further appropriate notations on its books and records to reflect the Recipients’ ownership of the Transferred
Shares. The Transferred Shares shall vest upon the Company consummating an initial business combination (the “Vesting Date”).
In the event one of the Recipients resigns, is removed from office or otherwise ceases his or her directorship with the Company prior
to the Vesting Date, the Sponsor shall have the option to purchase back all or some of such Recipient’s Transferred Shares at the
Per Share Purchase Price. Upon exercise of such option by the Sponsor, such Recipient hereby agrees to provide and execute all necessary
documentation and take all necessary actions to effectuate the transfer of his or her portion of Transferred Shares back to the Sponsor
and in furtherance of the foregoing option, such Recipient grants to the Sponsor an irrevocable power of attorney to effectuate the transfer
of his or her portion Transferred Shares back to the Sponsor, which power of attorney is coupled with an interest. Such option will expire
upon the Vesting Date.


 


Section
2. Transfer of Placement Warrants. The Sponsor has agreed to purchase an aggregate of 3,250,000 Placement Warrants, at a price
of $1.00 per Placement Warrant. The Sponsor has agreed to transfer to the Recipients, free of charge, the amount of such Placement Warrants
as set forth next to such Recipients name in Schedule A. The Placement Agent Warrants will be transferred in accordance with Schedule
A upon the Placement Warrants being issued to the Sponsor. In the event one of the Recipients resigns, is removed from office or
otherwise ceases his or her directorship with the Company prior to the transfer of the Placement Warrants from the Sponsor to the Recipients,
it is agreed that such Recipient shall surrender his or her right to receive the Placement Warrants he or she would have been otherwise
entitled to.


 


[Signature
Pages Follow] 


 




    	 



    	 



    




 


	PARSEC
    ACQUISITION SPONSOR LLC	 
	 	                                	 
	By:	/s/
    Brue Bent	 
	Name:	Bruce Bent	 
	Title:	 	 



 


	RECEPIENTS	 
	 	 
	By:	/s/
    Patricia Trompeter	 
	 	Patricia
    Trompeter 	 
	 	 	 
	By:	/s/
    Paul Haber	 
	 	Paul
    Haber 	 
	 	 	 
	By:	/s/
    Edmund Moy	 
	 	Edmund
    Moy	 
	 	 	 
	By:	/s/
    William Readdy	 
	 	William
    Readdy	 
	 	 	 
	By:	/s/
    Alec Burger	 
	 	Alec
    Burger	 
	 	 	 
	By:	/s/
    Daniel Elwell	 
	 	Daniel
    Elwell	 


 




    	 



    	 



    




 


Schedule
A


 


	Name	 	Title	 	Number of Transferred Shares	 	 	Per Share Purchase Price	 	 	Placement Warrants	 
	Patricia Trompeter	 	Chief Executive Officer and Chairman	 	 	60,000	 	 	$	0.017	 	 	 	36,000	 
	Paul Haber	 	Chief Financial Officer and Director	 	 	40,000	 	 	$	0.017	 	 	 	24,000	 
	Edmund Moy	 	Director	 	 	37,500	 	 	$	0.017	 	 	 	22,500	 
	William Readdy	 	Director	 	 	37,500	 	 	$	0.017	 	 	 	22,500	 
	Alec Burger	 	Director	 	 	37,500	 	 	$	0.017	 	 	 	22,500	 
	Daniel Elwell	 	Director	 	 	37,500	 	 	$	0.017	 	 	 	22,500