Exhibit
10.1


 


October
8, 2021


 


Parsec
Capital Acquisitions Corp


320
W. Main Street


Lewisville,
TX 75057


 


Re:
Initial Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) to be entered into by and between Parsec Capital Acquisitions Corp, a Delaware corporation
(the “Company”) and EF Hutton, division of Benchmark Investments, LLC formerly known as Kingswood Capital Markets,
division of Benchmark Investments, LLC, as representative (the “Representative”) of the underwriters (each,
an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including
up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised
of one Class A share of common stock, having a par or nominal value of US $0.0001 per share, of the Company (the “Common
Stock”), and one redeemable warrant (“Warrant”). Each Warrant entitles the holder thereof to
purchase one share of Common Stock at a price of US $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with
the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined
in Paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parsec Acquisition Sponsor,
LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of the Company’s
board of directors, management team and/or senior advisory board (each, an “Insider” and collectively, the
“Insiders”), hereby agrees with the Company as follows:


 


1.
The Sponsor and each Insider agree that if the Company seeks shareholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote all Founder Shares and any shares of Common Stock owned by it,
him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection
with such shareholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider
agrees that it, he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender
offer.


 


2.
The Sponsor and each Insider hereby agree that in the event that the Company fails to consummate a Business Combination within 18 months
from the closing of the Public Offering or such later period approved by the Company’s shareholders in accordance with the Company’s
Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available
funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to US $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish
all Public Shareholders’ rights as shareholders of the Company (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to
the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor
and each Insider agree not to propose any amendment to the Company’s Charter that would modify (i) the substance or timing of the
Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 18 months
from the closing of the Public Offering or (ii) the other provisions relating to shareholders’ rights or pre-initial business combination
activities, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of
any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of amounts released for payment of taxes) divided by the number of then outstanding Offering Shares.
The Sponsor and each Insider agree to waive its redemption rights with respect to shares of Common Stock and Founder Shares owned by
it in connection with a shareholder vote to approve an amendment to the Company’s Charter (A) to modify the substance or timing
of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within
18 months from the closing of the Public Offering or (B) with respect to any other provision relating to shareholders’ rights or
pre-initial business combination activity.


 




    	 



    	 



    

 


The
Sponsor and each Insider acknowledge that it, he or she has no right, title, interest or claim of any kind in or to any monies held in
the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares
held by it, him or her. The Sponsor and each Insider hereby further waive, with respect to any Founder Shares and Offering Shares held
by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or
in the context of a tender offer made by the Company to purchase Common Stock (although the Sponsor, the Insiders and their respective
affiliates shall be entitled to liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within 18 months from the date of the closing of the Public Offering).


 


3.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to any Units,
Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, Common Stock owned by it, him or her,
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Units, Founder Shares and Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, Common
Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
(iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor
acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this Paragraph
3 or Paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service
at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective
two business days after the publication date of such press release. The provisions of this Paragraph will not apply if the release or
waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same
terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 




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4.
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered
or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality
or other similar agreement for a Business Combination (a “Target”); provided, however, that such
indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for
services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not
reduce the amount of funds in the Trust Account to below (i) US $10.00 per share of the Offering Shares or (ii) such lesser amount per
share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation
of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn
to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access
to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933. In the event that any such executed waiver is deemed to be unenforceable against
such third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall
have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days
following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake
such defense.


 


5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,125,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to automatically surrender to
the Company for no consideration, for cancellation at no cost, a number of Founder Shares in the aggregate equal to the product of 281,250
multiplied by a fraction, (i) the numerator of which is 1,125,000 minus the number of Units purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 1,125,000. The surrender will be adjusted to the extent that the
over-allotment option is not exercised in full by the Underwriters so that the number of Founder Shares will equal of 20% of the sum
of total number of Common Stock and Founder Shares outstanding at such time. The Sponsor and Insiders
further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization
or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering
in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Common Stock and Founder Shares outstanding
at such time.


 




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6.
The Sponsor and each Insider hereby agree and acknowledge that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations, as applicable, under Paragraphs 1, 2,
3, 4, 5, 6, 7(a), 7(b), and 9 of this Letter Agreement, (ii) monetary damages may not
be an adequate remedy for such breach, and (iii) 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.


 


7.
(a)The Sponsor and each Insider agree that it or he shall not Transfer any Founder Shares (or Common Stock issuable upon conversion thereof)
until the earlier of (A) six months after the date of the Company’s initial Business Combination or (B) subsequent to the Company’s
initial Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds US $12.00 per share (as adjusted
for share subdivisions, share dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which
the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders
having the right to exchange their shares for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b)
The Sponsor and each Insider agree that it, he or she shall not Transfer any Private Placement Warrants or Common Stock issued or issuable
upon the exercise of the Private Placement Warrants, until 30 days after the completion of the initial Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in Paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement
Warrants and Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares
that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Paragraph 7(c)),
are permitted (a) to the Company’s officers, directors or advisor, any affiliate or family member of any of the Company’s
officers, directors or advisor or any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift
to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws
of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater
than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion
of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s organizational documents
upon liquidation or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation
of an initial Business Combination, or (i) in the event of the Company’s liquidation, merger, share exchange, reorganization or
other similar transaction which results in all of the Company’s shareholders having the right to exchange their Common Stock for
cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided,
however, that in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with the
Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions
relating to voting, the Trust Account and liquidating distributions).


 




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8.
The Sponsor and each Insider represent and warrant that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true
and accurate in all respects and does not omit any material information with respect to the Insider’s background. Each Insider’s
questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represent and warrant that:
it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been
convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal
proceeding. The Company represents and warrants that, to its knowledge, (i) none of its advisors has been suspended or expelled from
membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
suspended or revoked, (ii) each advisor’s biographical information furnished to the Company (including any such information included
in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to such advisor’s
background and each advisor’s questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its advisors
is subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; and (iii) none of its advisors has been convicted
of, or pleaded guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of another person,
or (z) pertaining to any dealings in any securities and none of its advisors is currently a defendant in any such criminal proceeding.


 


9.
(a)Except as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent
to the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Commission), neither
the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any affiliate thereof
shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or
other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made
from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances
up to an aggregate of US $300,000 made to the Company by Parsec Acquisition Sponsor, LLC; reimbursement for any out-of-pocket expenses
related to identifying, investigating and consummating an initial Business Combination; payment to an affiliate of the Sponsor of US
$10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support; and repayment of non-interest
bearing loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s
officers or directors to finance transaction costs in connection with an intended initial Business Combination, provided, that, if the
Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used
by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to US $1,125,000
of such loans may be convertible into warrants, at a price of U.S.$1.00 per warrant at the option of the lender, upon consummation of
the initial Business Combination. The warrants would be identical to the Private Placement Warrants.


 




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10.
The Sponsor and each Insider, represent and warrant to the Company that it, she or he has full right and power, without violating any
agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any
employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer, a director on the board
of directors, and/or an advisor on the Senior Advisory Board, of the Company and hereby consents to being named in the Prospectus as
an officer, a director, and/or an advisor, of the Company.


 


11.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder Shares”
shall mean the 2,156,250 Class B shares of Common Stock, having a par or nominal value of US $0.0001 per share, initially held by the
Sponsor (up to 281,250 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not
exercised in full by the Underwriters); (iii) “Initial Shareholders” shall mean the Sponsor and any other holder
of Founder Shares immediately prior to the Public Offering; (iv) “Private Placement Warrants” shall mean the
Warrants to purchase up to 4,125,000 Common Stock (or up to 4,518,750 Common Stock if the over-allotment option is exercised in full)
that will be acquired by the Sponsor for an aggregate purchase price of US $4,125,000 (or
up to US $4,518,750 if the Underwriters exercise their option to purchase additional units),
or US $1.00 per Warrant, in a private placement that shall close simultaneously with the consummation of the Public Offering (including
Common Stock issuable upon conversion thereof); (v) “Public Shareholders” shall mean the holders of
securities issued in the Public Offering; (vi) “Trust Account” shall mean the trust fund into which a portion
of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b), and (viii) “Charter” shall mean
the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended and/or restated from time to time.


 




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12.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
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 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.


 


13.
No party hereto may assign either this Letter 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 Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


14.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15.
This Letter Agreement may be executed in any number of original 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.


 


16.
This Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


18.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


19.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by X; provided further that Paragraph 4 of this Letter Agreement shall survive such liquidation.


 




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	 	Sincerely,
	 	 
	 	Parsec
Capital Acquisitions Corp

	 	 
	 	By:	/s/
    Patricia Trompeter
	 	Name:  	Patricia Trompeter
	 	Title:	Chief Executive Officer and Chairman 
	 	 
	 	By:	/s/
    Paul Haber
	 	Name:	Paul Haber
	 	Title:	Chief Financial Officer
    and Director
	 	 
	 	By:	/s/
    William Readdy
	 	Name:	William Readdy
	 	Title:	Director
	 	 
	 	By:	/s/
    Alec Burger
	 	Name:	Alec Burger
	 	Title:	Director
	 	 
	 	By:	/s/
    Edmund Moy
	 	Name:	Edmund Moy
	 	Title:	Director
	 	 
	 	By:	/s/
    Daniel Elwell
	 	Name:	Daniel Elwell
	 	Title:	Director
	 	 
	 	Parsec Acquisition Sponsor, LLC
	 	 
	 	By:	/s/
    Patricia Trompeter
	 	Name:	Patricia Trompeter 
	 	Title:	Director


 




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