Exhibit
10.5


 


PARSEC
CAPITAL ACQUISITIONS CORP


320
W. Main Street


Lewisville,
TX 75057


October
8, 2021


 


Astro
Aerospace Ltd.320 W Main St. Lewisville, TX 75057


 


Ladies
and Gentlemen:


 


This
letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration
statement (the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of Parsec Capital Acquisitions Corp (the “Company”) and continuing until the earlier of (i)
the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Astro
Aerospace Ltd. (“Astro”) shall take steps directly or indirectly to make available to the Company certain office
space, secretarial and administrative services as may be required by the Company from time to time, situated at 320 W. Main Street, Lewisville,
TX 75057 (or any successor location). In exchange therefore, the Company shall pay Astro a sum of $10,000 per month on the Effective
Date and continuing monthly thereafter until the Termination Date. Astro hereby agrees that it does not have any right, title, interest
or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account (the “Trust
Account”) that may be established upon the consummation of the IPO and hereby irrevocably waives any Claim it may have
in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
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
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.


 


The
parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the
other party.


 


This
letter agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles that will apply the laws of another jurisdiction.


 


This
letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all
of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this letter agreement.


 


[Signature
Page Follows]


 




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	 	Very
    truly yours,
	 	 
	 	PARSEC
    CAPITAL ACQUISITIONS CORP
	 	 	 
	 	By:	/s/
    Patricia Trompeter
	 	Name: 	Patricia
    Trompeter
	 	Title:	Chief
    Executive Officer


 


	AGREED
    TO AND ACCEPTED BY:
	 
	ASTRO
    AEROSPACE Ltd. 
	 	 
	By:	/s/
    Patricia Trompeter	 
	Name: 	Patricia
    Trompeter	 
	Title:
    	 Chief
    Executive Officer