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”.
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”).
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.
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).
