GrabAGun Digital Holdings Inc. Sample Contracts
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • July 18th, 2025 • GrabAGun Digital Holdings Inc. • Retail-miscellaneous shopping goods stores • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of January 6, 2025 by and among the undersigned (the “Subject Party”) in favor of and for the benefit of GrabAGun Digital Holdings Inc., a Texas corporation (“Pubco”), Colombier Acquisition Corp. II, a Cayman Islands exempted company registered with limited liability and share capital (together with its successors (as defined below), the “Purchaser”), Metroplex Trading Company, LLC (d/b/a GrabAGun), a Texas limited liability company (together with its successors, the “Company”), and each of Pubco’s the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries (collectively with Pubco, 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 Business Combination Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2025 • GrabAGun Digital Holdings Inc. • Retail-miscellaneous shopping goods stores • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 15, 2025, by and between GrabAGun Digital Holdings Inc., a Texas corporation (the “Company”), and Marc Nemati (the “Executive”) (together, the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2025 • GrabAGun Digital Holdings Inc. • Retail-miscellaneous shopping goods stores • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement"), dated as of July 15, 2025, is made and entered into by and among Colombier Acquisition Corp. II, a Cayman Islands exempted company registered with limited liability and share capital (together with its successors, the “Company"), GrabAGun Digital Holdings Inc., a Texas corporation ("Pubco"), Colombier Sponsor II LLC, a Delaware limited liability company (the “Sponsor"), certain members of Metroplex Trading Company, LLC (d/b/a GrabAGun), a Texas limited liability company (the “Target Company") listed on the signature pages hereto (such members, the “GrabAGun Holders” and, 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"). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 18th, 2025 • GrabAGun Digital Holdings Inc. • Retail-miscellaneous shopping goods stores • Texas
This Indemnification Agreement (“Agreement”) is made as of __________, 2025 by and between GrabAGun Digital Holdings Inc., a Texas 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.
ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • July 18th, 2025 • GrabAGun Digital Holdings Inc. • Retail-miscellaneous shopping goods stores
THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of July 15, 2025, by and among (i) Colombier Acquisition Corp. II, an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”), (ii) GrabAGun Digital Holdings Inc., a Texas corporation (“Pubco”), and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
GRABAGUN DIGITAL HOLDINGS INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 19th, 2025 • GrabAGun Digital Holdings Inc. • Retail-miscellaneous shopping goods stores • 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.
EXCHANGE AND PAYING AGENT AGREEMENT Between GrabAGun Digital Holdings Inc. And Continental Stock Transfer & Trust CompanyExchange and Paying Agent Agreement • July 18th, 2025 • GrabAGun Digital Holdings Inc. • Retail-miscellaneous shopping goods stores
GrabAGun Digital Holdings Inc., a Texas corporation (the “Company”), hereby requests that Continental Stock & Transfer Company, a Delaware corporation (in all relevant capacities, “you”, “your” or “Exchange and Paying Agent”) act as Exchange and Paying Agent with respect to the surrender of issued and outstanding membership interests (the “Target Interests”) of Metroplex Trading Company LLC (doing business as GrabAGun.com), a Texas limited liability company (“Target”), in exchange for certain cash consideration and shares of common stock of the Company, $0.0001 par value per share (the “New Shares”), pursuant to Section 1.12 of that certain Business Combination Agreement, dated as of January 6, 2025 (the “Merger Agreement”), by and among the Company, Target, Colombier Acquisition Corp. II, a Cayman Islands exempted company (“Purchaser”), Gauge II Merger Sub Corp. (“Purchaser Merger Sub”) and Gauge II Merger Sub LLC (“Company Merger Sub”). As a result of and upon the closing (the “Closi