Exhibit
10.3 


 


FIRST
AMENDMENT TO PROMISSORY NOTE


 


THIS
FIRST AMENDMENT TO PROMISSORY NOTE (the “First Amendment”) is made and
entered into as of August 12, 2021 by and among Parsec Capital Acquisitions Corp (the “Company”), and Parsec
Acquisitions Sponsor LLC (the “Payee”).


 


RECITALS


 


WHEREAS,
the Company and Payee are parties to that certain Promissory Note, dated as of March 1, 2021 (the “Note”),
pursuant to which the Payee agreed to loan the Company up to $300,000; and


 


WHEREAS,
the Company agreed to pay to the order of the Payee or its registered assigns or successors in interest, the principal sum of up to $300,000
and


 


WHEREAS,
pursuant to Section 1 of the Note, the principal balance of the Note shall be payable by the Company on the earlier of: (i) September
1, 2021, or (ii) the date on which the Company consummates an initial public offering of its securities; and


 


WHEREAS,
the parties hereto desire to amend Section 1 of the Note to extend the date in which the principal balance of the Note shall be payable
by the Company.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties
and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.
Amendment to Promissory Note. The Parties hereby agree to the following amendment to the Note:


 


The
parties agree that Section 1 of the Note shall read in its entirety:


 


1.
Principal. The principal balance of this Note shall be payable by the Maker on the earlier of: (i) December 31, 2021, or (ii) the
date on which Maker consummates an initial public offering of its securities. The principal balance may be prepaid at any time. Under
no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated
personally for any obligations or liabilities of the Maker hereunder.


 


2.
Miscellaneous. Except as expressly provided in this First Amendment, all of the terms and provisions in the Note are and shall
remain in full force and effect, on the terms and subject to the conditions set forth therein. This First Amendment does not constitute,
directly or by implication, an amendment or waiver of any provision of the Note or any other right, remedy, power or privilege of any
party thereto, except as expressly set forth herein. Any reference to the Note in the Note or any other agreement, document, instrument
or certificate entered into or issued in connection therewith shall hereinafter mean the Note, as amended by this First Amendment (or
as the Note may be further amended or modified in accordance with the terms thereof). The terms of this First Amendment shall be governed
by, enforced and construed and interpreted in a manner consistent with the provisions of the Note.


 


IN
WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this First Amendment
to the Note as of the date first above written.


 


[Signature
Page to First Amendment to the Note]


 














	PARSEC
    CAPITAL ACQUISITIONS CORP	 
	 	 
	By:	/s/
    Patricia Trompeter	 
	Name:	Patricia
    Trompeter	 
	Title:	Chief
    Executive Officer	 


 


	Accepted
    and agreed as of the date first written above.	 
	 	 
	PARSEC
    ACQUISITION SPONSOR LLC	 
	 	 
	By:	/s/
    Patricia Trompeter	 
	Name:	Patricia
    Trompeter	 
	Title:	Managing
    Member