INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 11th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 8, 2021 by and between Colombier Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 25th, 2023 • PSQ Holdings, Inc. • Services-advertising • Delaware
This Indemnification Agreement (“Agreement”) is made as of July 19, 2023 by and between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 8, 2021, is made and entered into by and among Colombier Acquisition Corp., a Delaware corporation (the “Company”), Colombier Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
ContractColombier Acquisition Corp. • June 11th, 2021 • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 7th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and among Colombier Acquisition Corp., a Delaware corporation (the “Company”), and Colombier Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • May 7th, 2021 • Colombier Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021 by and between Colombier Acquisition Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2023 • PSQ Holdings, Inc. • Services-advertising • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2023, is made and entered into by and among PSQ Holdings, Inc. (f.k.a. Colombier Acquisition Corp.), a Delaware corporation (the “Company”), Colombier Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
COLOMBIER ACQUISITION CORP. New York, New York 10002 Telephone: (212) 632-3559Colombier Acquisition Corp. • May 7th, 2021 • Blank checks • Delaware
We are pleased to accept the offer Colombier Sponsor LLC (the “Subscriber” or “you”) has made to purchase [4,312,500] shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to [562,500] Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Colombier Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 28th, 2023 • Colombier Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 27, 2023 by and among (i) Colombier Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) Colombier-Liberty Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Colombier Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) solely for the purposes set forth in Sections 10.8, 10.9 and 10.14 hereof (the “Purchaser Representative”), and (iv) PSQ Holdings, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2023 • PSQ Holdings, Inc. • Services-advertising • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 19, 2023, by and between Colombier Acquisition Corp., a Delaware corporation which, as of the effective time of the Merger (as defined below), shall change its name to PSQ Holdings, Inc. (the “Company”), and Michael Seifert (the “Executive”) (together, the “Parties”).
Colombier Acquisition Corp. Suite 200-A Palm Beach, FL 33480 RE: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 11th, 2021 • Colombier Acquisition Corp. • Blank checks
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 among Colombier Acquisition Corp., a Delaware corporation (the “Company”) and B. Riley Securities (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • July 25th, 2023 • PSQ Holdings, Inc. • Services-advertising • Florida
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of July 19, 2023 by Bradley Searle (the “Executive”) and Colombier Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”) in favor of and for the benefit of the Purchaser, PSQ Holdings, Inc., a Delaware corporation, and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries of (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below). References herein to the “Company” before the consummation of the Merger will be to PSQ Holdings, Inc. and, after the consummation of the Merger, to Purchaser and the former PSQ Holdings, Inc., then to be known as PublicSq. Inc.
COLOMBIER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 8, 2021Warrant Agreement • June 11th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 8, 2021 is by and between Colombier Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 14th, 2024 • PSQ Holdings, Inc. • Services-advertising • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of March 13, 2024, is made and entered into by and among PSQ Holdings, Inc., a Delaware corporation, (including any successor entity thereto, “Buyer”) and the undersigned (“Holder”) to automatically take effect as of the date of consummation of the Merger, as defined below (the “Effective Date”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
Colombier Acquisition Corp. Palm Beach, FL 33480Letter Agreement • June 11th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
This letter agreement by and between Colombier Acquisition Corp., a Delaware corporation (the “Company”) and Farvahar Capital LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-254492) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2024 • PSQ Holdings, Inc. • Services-advertising
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 13, 2024, by and among (i) PSQ Holdings, Inc., a Delaware corporation (the “Buyer”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...PSQ Holdings, Inc. • March 14th, 2024 • Services-advertising • Delaware
THIS 9.75% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 9.75% Convertible Notes of PSQ Holdings, Inc., a Delaware corporation (the “Company”), designated as its 9.75% Convertible Note due March 13, 2034 (the “Note” and, collectively with all of the other Company convertible notes issued as of the Issue Date (and any replacement or substitutes therefor) pursuant to the Note Purchase Agreement, the “Notes”).
PSQ HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 25th, 2023 • PSQ Holdings, Inc. • Services-advertising • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 28th, 2023 • Colombier Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2023, by and among (i) Colombier Sponsor LLC, a Delaware limited liability corporation (“Sponsor”), (ii) Colombier Acquisition Corp., a Delaware corporation (the “Purchaser”), and (iii) PSQ Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger between the Purchaser, Colombier-Liberty Acquisition, Inc. (“Merger Sub”) and the Company, dated as of the date hereof (as amended from time to time, the “Merger Agreement”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 14th, 2024 • PSQ Holdings, Inc. • Services-advertising • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”), dated as of March 13, 2024, is being executed and delivered by the undersigned (the “Subject Party”) in favor of and for the benefit of PSQ Holdings, Inc., a Delaware corporation, (the “Buyer”), Credova Holdings, Inc., a Delaware corporation (the “Company”), and each of the Buyer’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries (collectively with the Buyer and the Company, the “Covered Parties” and each a “Covered Party”), to automatically take effect as of the date of consummation of the Merger, as defined below (the “Effective Date”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • September 8th, 2023 • PSQ Holdings, Inc. • Services-advertising • Florida
This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between PSQ Holdings, Inc., a Delaware corporation (the “Employer” or “Company”), on behalf of itself, subsidiaries, and other corporate affiliates, and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to as the “Employer Group”), and Sebastian Harris (the “Employee”), (the Employer and the Employee are collectively referred to as the “Parties”) as of Saturday, August 26, 2023 (the “Execution Date”).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • February 28th, 2023 • Colombier Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is made as of February 27, 2023 by and among (i) Colombier Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) PSQ Holdings, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
COLOMBIER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2021Warrant Agreement • June 3rd, 2021 • Colombier Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021 is by and between Colombier Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
PRIVATE AND CONFIDENTIAL Colombier Acquisition Corp. Attn: Omeed MalikPrivate and Confidential • May 7th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 14th, 2024 • PSQ Holdings, Inc. • Services-advertising • Delaware
This Note Purchase Agreement (this “Agreement”), dated as of March 13, 2024 (the “Effective Date”), is entered into between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and each investor named on the signature pages hereto (each an “Investor” and collectively, the “Investors”).
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • March 14th, 2024 • PSQ Holdings, Inc. • Services-advertising • Delaware
This Note Exchange Agreement (the “Agreement”) dated as of March 13, 2024, is entered into by and between Credova Holdings, Inc., a Delaware corporation (“Credova”), PSQ Holdings, Inc., a Delaware corporation (“PSQH”) and the undersigned (the “Noteholder”, also referred to as the “Subscriber”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 28th, 2023 • Colombier Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2023 by and among Colombier Acquisition Corp. a Delaware corporation, (including any successor entity thereto, the “Purchaser”), Colombier Sponsor LLC, a Delaware limited liability company, in its capacity as the Purchaser Representative under the Merger Agreement (as defined below) (the “Purchaser Representative”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 14th, 2024 • PSQ Holdings, Inc. • Services-advertising • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of March 13, 2024, by and among (i) PSQ Holdings, Inc., a Delaware corporation ( “Buyer”), (ii) Cello Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub” and, together with Buyer, the “Buyer Parties”), (iii) Credova Holdings, Inc., a Delaware corporation (the “Company”), and (iv) Samuel L. Paul, in the capacity as the Seller Representative from and after the Closing (as defined herein) in accordance with the terms hereof (the “Seller Representative”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 14th, 2024 • PSQ Holdings, Inc. • Services-advertising • Delaware
This Stockholder Support Agreement (this “Agreement”) is made and entered into as of March 13, 2024, by and among (i) Michael Seifert (the “Holder”) and the undersigned Investors (together, the “Investors”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Note Purchase Agreements.
June 14, 2023Letter Agreement • June 26th, 2023 • Colombier Acquisition Corp. • Services-advertising • Florida
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby C6 Creative Consulting, Inc., a Georgia corporation, through its employee, Nick Ayers (“C6,” or “you”) agrees to provide certain Services (as described below) to EveryLife Inc., a Delaware corporation, (the “Company”). (Company and C6 or you are referred to collectively as the “Parties,” and individually as a “Party”).
Farvahar Capital LLCLetter Agreement • November 14th, 2023 • PSQ Holdings, Inc. • Services-advertising
This letter agreement (this “Agreement”) confirms certain arrangements between PSQ Holdings, Inc. (the “Client”) and Farvahar Capital LLC, LLC (“Advisor) with respect to the engagement of Advisor by the Client as its strategic consultant to provide strategic advice and assistance to the Client in connection with capital markets strategy, acquisition strategy, investor relations strategy, and other strategic matters as illustrated in Annex B (the “Services”). The effective date of this Agreement shall be on such date, if ever, as the independent directors on the board of directors (the “Board”) of Client approve this Agreement (the “Effective Date”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Agreement • June 11th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of June 8, 2021, is entered into by and among Colombier Acquisition Corp., a Delaware corporation (the “Company”), and Colombier Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
NOTEHOLDER LOCK-UP AGREEMENTNoteholder Lock-Up Agreement • March 14th, 2024 • PSQ Holdings, Inc. • Services-advertising • Delaware
THIS NOTEHOLDER LOCK-UP AGREEMENT (this “Agreement”), dated as of March 13, 2024 is made and entered into by and among PSQ Holdings, Inc., a Delaware corporation, (including any successor entity thereto, the “Company”) and the undersigned (“Holder”) to automatically take effect as of the Issuance Date (the “Effective Date”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Note Purchase Agreement (as defined below).
