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...Convertible Security Agreement • March 14th, 2024 • PSQ Holdings, Inc. • 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”).
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).
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).
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”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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”).
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).
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 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, “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).
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.
