Form 8-K/A

8-K/A — PSQ Holdings, Inc.

Accession: 0001104659-26-097147

Filed: 2026-08-14

Period: 2026-04-01

CIK: 0001847064

SIC: 7310 (SERVICES-ADVERTISING)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2623224d2_8ka.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2623224d2_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2623224d2_ex10-2.htm)

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8-K/A — FORM 8-K/A

8-K/A (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 1, 2026

PSQ

Holdings, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-40457

86-2062844

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

515

Aspen Street, Suite

200C

Bozeman, Montana

59715

(Address of principal executive

offices)

(Zip Code)

Registrant’s telephone number, including

area code: (754) 264-8701

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class A

common stock, par value $0.0001 per share

PSQH

New

York Stock Exchange

Redeemable warrants, each whole warrant exercisable for 1/15 of one

share of Class A common stock at an exercise price of $172.50 per share

PSQH.WS

New

York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”)

is being filed as an amendment to the Current

Report on Form 8-K filed by PSQ Holdings, Inc. (the “Company”) with the Securities and Exchange Commission

(“SEC”) on April 7, 2026 (the “Original Report”). The sole purpose for filing this Amendment is to provide

information regarding the terms of employment agreements entered into with Michael Pena and Krista Wenzel on August 11, 2026, which

were not yet finalized at the time of filing the Original Report. This Amendment supplements the Original Report and should be read in

conjunction with the Original Report. No other changes have been made to the Original Report.

Item 5.02 in the Original Report is amended and restated to read

as follows:

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of James Rinn as Chief Financial

Officer

On April 1, 2026, James Rinn provided notice

to PSQ Holdings, Inc. (the “Company”) of his resignation from the position of Chief Financial Officer of the Company,

effective April 30, 2026. Mr. Rinn’s resignation was not the result of a disagreement between Mr. Rinn and the Company

on any matter relating to the Company’s operations, policies, or practices.

Appointment of Michael Pena as Chief Financial Officer

On April 6, 2026, the Board of Directors

(the “Board”) of the Company appointed Michael Pena to the role of Chief Financial Officer of the Company, effective May 1,

2026.

Michael Pena, 43, is an experienced finance executive

with a background in structured finance, credit, operations, investor relations, and financial technology. Mr. Pena currently serves

as Senior Vice President of Finance at the Company. In that role, he leads financial operations, accounting, and portfolio analytics,

and manages the Company’s credit warehouse facility while also supporting risk, insurance, and audit functions. Mr. Pena played

a key role in Credova’s acquisition by the Company in March 2024. Prior to the acquisition, he served as Director of Finance

of Credova from October 2019 to August 2021 and then CFO of Credova from August 2021 until its sale to the Company in March 2024.

In that role, Mike has led the finance team at Credova, guiding all aspects of the company’s finance, accounting, and risk functions.

Earlier in his career, Mr. Pena held roles at State Street Bank and Trust. He began his career in public accounting, working on audit

and tax engagements. Mr. Pena holds an MBA in Entrepreneurship from Drury University and a BS in Accounting from Missouri State.

There are no arrangements or understandings between

Mr. Pena and any other persons pursuant to which he was selected as Chief Financial Officer. Mr. Pena does not have a family

relationship with any director or executive officer of the Company. Mr. Pena has not engaged in any transaction with the Company

that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

Employment Agreement with Michael Pena

On August 11, 2026, Mr. Pena executed

an employment agreement (the “Pena Employment Agreement”) with the Company, effective as of May 1, 2026 (the “Effective

Date”). The Pena Employment Agreement provides for the at-will employment of Mr. Pena at an annual base salary of $350,000

and that he will be eligible to receive an annual discretionary performance bonus of up to 30% of his annual base salary, based on his

performance and the Company’s attainment of its targeted goals, in the Company’s sole discretion, as well as his ability to

participate in the Company’s employee benefit plans generally on the same basis as other similarly situated employees.

Pursuant to the Pena Employment Agreement, Mr. Pena

also was granted 12,002 shares of restricted stock on August 11, 2026, which award will vest in full on the first anniversary of

the Effective Date, subject to Mr. Pena continuing to provide services to the Company through the first anniversary of the Effective

Date. On August 11, 2026, the Company’s compensation committee also approved the conversion of all restricted stock units outstanding

as of such date into shares of restricted stock with identical vesting conditions, including all restricted stock units held by Mr. Pena.

The Pena Employment Agreement provides that if

his employment is terminated either (i) by the Company without Cause or (ii) by him with Good Reason (each as defined in the

Pena Employment Agreement), in either case within the Change in Control Period, then Mr. Pena will be entitled to receive, subject

to his execution and nonrevocation of a release of claims in the Company’s favor and compliance with all post-employment obligations

under law or any restrictive covenant agreement with the Company or any of its affiliates, (a) a lump sum payment of (x) six

months of base salary and (y) an amount equal to 1.25 times his target bonus for the year of termination (or, if higher, his target

bonus immediately prior to the Change in Control), (b) a lump sum payment equal to 100% of his target bonus for the year of termination

(or, if higher, based on the target bonus immediately prior to the Change in Control) pro-rated based on the number of days he was employed

during the calendar year in which his termination occurs, (c) COBRA health continuation for up to six months following his termination

date or until he has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs first. The Pena Employment

Agreement also provides that if his employment is terminated either (i) by the Company without Cause or (ii) by him with Good

Reason, in either case outside the Change in Control Period, then Mr. Pena will be entitled to receive, subject to his execution

and nonrevocation of a release of claims in the Company’s favor and compliance with all post-employment obligations under law or

any restrictive covenant agreement with the Company or any of its affiliates, (a) base salary continuation for a period of six months,

(b) a lump sum payment equal to 100% of the bonus he would have been paid for the year of termination based on actual performance,

pro-rated based on the number of days he was employed during the calendar year in which his termination occurs, and (c) COBRA health

continuation for up to six months. The Pena Employment Agreement also provides for a modified Section 280G “cutback”

such that payments or benefits that Mr. Pena receives in connection with a change in control will generally be reduced to the extent

necessary to avoid or mitigate the imposition of any excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as

amended (the “Code”), if such reduction would result in a greater after-tax payment amount to Mr. Pena, subject to certain

terms and conditions in the Pena Employment Agreement.

The foregoing description of the Pena Employment

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Pena Employment Agreement,

which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Appointment of Krista Wenzel as Chief Accounting Officer

On April 6, 2026, the Board of the Company

appointed Krista Wenzel to the role of Chief Accounting Officer of the Company, effective May 1, 2026.

Krista Wenzel, 39, is a seasoned finance executive

with extensive experience in public company leadership, capital markets, and enterprise finance operations. She currently serves as Senior

Vice President of Finance & Accounting at the Company, a role she has held since November 2025. Ms. Wenzel was Vice

President of Accounting at the Company from September 2024 to November 2025. Before joining the Company, she served as Chief

Financial Officer for multiple infrastructure investment platforms at Meridiam, including the Fiber Platform from April 2023 to September 2024

and the Iowa Energy Collaborative, LLC, from April 2020 to April 2023. In these roles at Meridiam, Ms. Wenzel led finance,

treasury, tax, HR, IT, and risk functions and supported capital structures exceeding $1.0 billion, including major financings such

as a $320 million project financing and a $600 million revolving credit facility. Earlier in her career, she founded KDW Advisors and

held finance leadership roles in consulting firms and municipal utilities. Ms. Wenzel holds an MBA from the University of Phoenix,

a BS in Accounting from Iowa State University, and is a Certified Public Accountant.

There are no arrangements or understandings between Ms. Wenzel

and any other persons pursuant to which she was selected as Chief Accounting Officer. Ms. Wenzel does not have a family relationship

with any director or executive officer of the Company. Ms. Wenzel has not engaged in any transaction with the Company that would

be reportable as a related party transaction under Item 404(a) of Regulation S-K.

Employment Agreement with Krista Wenzel

On August 11, 2026, Ms. Wenzel executed

an employment agreement (the “Wenzel Employment Agreement”) with the Company, effective as of the Effective Date. The Wenzel

Employment Agreement provides for the at-will employment of Ms. Wenzel at an annual base salary of $350,000 and that she will be

eligible to receive an annual discretionary performance bonus of up to 30% of her annual base salary, based on her performance and the

Company’s attainment of its targeted goals, in the Company’s sole discretion, as well as her ability to participate in the

Company’s employee benefit plans generally on the same basis as other similarly situated employees.

Pursuant to the Wenzel Employment Agreement, Ms. Wenzel

also was granted 12,002 shares of restricted stock on August 11, 2026, which award will vest in full on the first anniversary of

the Effective Date, subject to Ms. Wenzel continuing to provide services to the Company through the first anniversary of the Effective

Date. On August 11, 2026, the Company’s compensation committee also approved the conversion of all restricted stock units outstanding

as of such date into shares of restricted stock with identical vesting conditions, including all restricted stock units held by Ms. Wenzel.

The Wenzel Employment Agreement provides that

if her employment is terminated either (i) by the Company without Cause or (ii) by her with Good Reason (each as defined in

the Wenzel Employment Agreement), in either case within the Change in Control Period, then Ms. Wenzel will be entitled to receive,

subject to her execution and nonrevocation of a release of claims in the Company’s favor and compliance with all post-employment

obligations under law or any restrictive covenant agreement with the Company or any of its affiliates, (a) a lump sum payment of

(x) six months of base salary and (y) an amount equal to 1.25 times her target bonus for the year of termination (or, if higher,

her target bonus immediately prior to the Change in Control), (b) a lump sum payment equal to 100% of her target bonus for the year

of termination (or, if higher, based on the target bonus immediately prior to the Change in Control) pro-rated based on the number of

days she was employed during the calendar year in which her termination occurs, (c) COBRA health continuation for up to six months

following her termination date or until she has secured other employment or is no longer eligible for coverage under COBRA, whichever

occurs first. The Wenzel Employment Agreement also provides that if her employment is terminated either (i) by the Company without

Cause or (ii) by her with Good Reason, in either case outside the Change in Control Period, then Ms. Wenzel will be entitled

to receive, subject to her execution and nonrevocation of a release of claims in the Company’s favor and compliance with all post-employment

obligations under law or any restrictive covenant agreement with the Company or any of its affiliates, (a) base salary continuation

for a period of six months, (b) a lump sum payment equal to 100% of the bonus she would have been paid for the year of termination

based on actual performance, pro-rated based on the number of days she was employed during the calendar year in which her termination

occurs, and (c) COBRA health continuation for up to six months. The Wenzel Employment Agreement also provides for a modified Section 280G

“cutback” such that payments or benefits that Ms. Wenzel receives in connection with a change in control will generally

be reduced to the extent necessary to avoid or mitigate the imposition of any excise tax under Sections 280G and 4999 of the Code if such

reduction would result in a greater after-tax payment amount to Ms. Wenzel, subject to certain terms and conditions in the Wenzel

Employment Agreement.

The foregoing description of the Wenzel Employment

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Wenzel Employment Agreement,

which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

3.1

Second Amended and Restated Bylaws of PSQ Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 7, 2026).

10.1

Employment Agreement, between PSQ Holdings, Inc. and Michael Pena, effective as of May 1, 2026.

10.2

Employment Agreement, between PSQ Holdings, Inc. and Krista Wenzel, effective as of May 1, 2026.

99.1

Press Release, dated April 7, 2026 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on April 7, 2026).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

PSQ Holdings, Inc.

Date: August 14, 2026

By:

/s/ Jim Giudice

Name:

Jim Giudice

Title:

Chief Legal Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2623224d2_ex10-1.htm · Sequence: 2

Exhibit 10.1

PSQ HOLDINGS, INC.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT

(the “Agreement”) is executed on August 11, 2026, by and between PSQ Holdings, Inc., a Delaware corporation

(the “Company”), and Michael Pena (the “Executive”) (together, the “Parties”).

RECITALS

WHEREAS, the Parties desire

to enter into an agreement whereby the Executive will be employed by the Company on the terms contained in this Agreement;

WHEREAS, the Executive has

agreed to accept such employment with the Company effective upon the Effective Date on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration

of the foregoing and of the respective covenants and agreements of the Parties herein contained, the Parties hereto agree to the following

terms, which shall govern the Executive’s employment with the Company effective upon May 1, 2026 (the “Effective

Date”):

1. Agreement.

This Agreement shall be effective as of the Effective Date. The Executive’s employment on the terms contained in this Agreement

shall commence on the Effective Date and shall continue until such employment relationship is terminated in accordance with Section 7

hereof (the “Term of Employment”).

2. Position. During

the Term of Employment, the Executive shall serve as the Chief Financial Officer of the Company, working remote and out of the Company’s

office in Bozeman, Montana, and travelling as reasonably required by the Executive’s job duties.

3. Scope of Employment.

During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s

position as Chief Financial Officer. The Executive shall report to the Chief Executive Officer of the Company or his designee. The Executive

agrees to devote substantially all of the Executive’s business time, best efforts, skill, knowledge, attention, and energies to

the advancement of the business and interests of the Company and its affiliates and to the performance of the Executive’s duties

and responsibilities as an employee of the Company and not to engage in any other business activities (whether as an employee, consultant,

board member, advisor or in any other capacity) without prior approval from the Chief Executive Officer of the Company, except that the

Executive may engage in charitable or civic activities and/or serve as an executor, trustee, or other similar fiduciary capacity, provided,

however, that in no event may any activity be undertaken or continued if it would (i) be in violation of any provision of this Agreement

or other agreement between the Executive and the Company, (ii) interfere with the performance of the Executive’s duties for

the Company or its affiliates, or (iii) present a conflict of interest with the business interests of the Company or its affiliates.

As an employee of the Company, the Executive will be required to comply with all Company policies and procedures. Violations of the Company’s

policies may lead to immediate termination of the Executive’s employment, provided, however, that nothing in the foregoing shall

alter any rights the Executive may have as set forth in Section 8 below. Further, the Company’s premises, including all workspaces,

furniture, documents, and other tangible materials, and all information technology resources of the Company (including computers, data

and other electronic files, and all internet and email) are subject to oversight and inspection by the Company at any time. Company employees

should have no expectation of privacy with regard to any Company premises, materials, resources, or information.

4. Compensation.

As full compensation for all services rendered by the Executive to the Company and any affiliate thereof, during the Term of Employment,

the Company will provide to the Executive the following:

(a) Base

Salary. The Executive shall receive a base salary at the annualized rate of $350,000 (the “Base Salary”).

The Executive’s Base Salary shall be paid in equal installments in accordance with the Company’s regularly established payroll

procedures. The Executive’s Base Salary will be reviewed on an annual or more frequent basis and is subject to increase in the discretion

of the Company.

(b) Annual

Discretionary Bonus. The Executive will be eligible to receive an annual discretionary performance bonus of up to 30% of the Executive’s

Base Salary (the “Target Bonus”), based on the assessment by the Company of Executive’s performance and the Company’s

attainment of targeted goals to be set by the Company in its sole discretion. Following the close of each calendar year, the Company will

determine whether the Executive has earned a performance bonus, and the amount of any performance bonus, based on the set criteria. No

amount of the performance bonus is guaranteed, and the Executive must be an active employee of the Company on the date the bonus is distributed

in order to be eligible for and to earn any bonus award, as it also serves as an incentive for the Executive to remain employed by the

Company. The bonus compensation may be paid in cash, in stock, in equity awards, or via other “in-kind” compensation methods,

at the discretion of the Board of Directors of the Company (the “Board”). The Executive’s bonus eligibility

will be reviewed on an annual or more frequent basis by the Company and is subject to increase in the discretion of the Company.

Award. The Company shall recommend to the Board that the Executive be granted an initial grant of 12,002 shares of restricted stock

(the “Restricted Stock Award”) as soon as practicable following the execution of this Agreement. Subject to

the approval of the Board, 100% of the Restricted Stock Award shall vest on the first anniversary of the Effective Date, subject to the

Executive continuing to provide services to the Company through the vesting date. The Restricted Stock Award will be subject to the terms

of the PSQ Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan (the “Equity Plan”) and a restricted

stock award agreement between the Executive and PSQ Holdings, Inc. The Executive will be eligible to receive additional equity awards

at such times and on such terms and conditions as the Board shall, in its sole discretion, determine. For the avoidance of doubt, any

unvested shares of restricted stock previously granted to Executive by Company shall continue to vest pursuant to the terms of the applicable

award agreement.

Time Off. The Executive will be eligible for paid vacation and paid sick time, consistent with the Company’s policies as in

effect from time to time. The Executive will also be eligible for paid time off for Company holidays, which are set annually and in accordance

with Company policy.

(d) Benefits.

Subject to eligibility requirements and the Company’s polices, the Executive shall have the right, on the same basis as other similarly-situated

employees of the Company, to participate in, and to receive benefits under, all employee health, disability, insurance, fringe, welfare

benefit and retirement plans, arrangements, practices and programs the Company provides to its senior executives in accordance with the

terms thereof as in effect from time to time. The Company reserves the right to modify, amend and/or terminate any and all of its benefits

plans at its discretion.

(e) Withholdings.

All compensation payable to the Executive shall be subject to applicable taxes and withholdings.

5. Expenses. The

Executive will be reimbursed for the Executive’s actual, necessary and reasonable business expenses pursuant to Company policy,

subject to the provisions of Section 3 of Exhibit A attached hereto.

6. Confidentiality

Agreement. As a condition of the Executive’s employment with the Company, the Executive will be required to sign the Company’s

Employee Invention Assignment and Confidentiality Agreement (the “Confidentiality Agreement”). The Executive

further acknowledges that the Executive’s employment with the Company is conditioned on the Executive’s continued compliance

with the Confidentiality Agreement. Notwithstanding anything else in this Section, Executive shall still be bound by any restrictive covenants

contained in Executive’s prior agreements with Company and/or its subsidiaries, including but not limited to Credova Financial,

LLC.

7. Employment Termination.

This Agreement and the employment of the Executive shall terminate upon the occurrence of any of the following:

(a) Upon the

death of the Executive or at the election of the Company due to the Executive’s “Disability”. As used

in this Agreement, the term “Disability” shall mean a physical or mental illness or disability that prevents

the Executive from performing the duties of the Executive’s position for a period of more than any three (3) consecutive months

or for periods aggregating more than twenty-six (26) weeks. The Company shall determine in good faith and in its sole discretion whether

the Executive is unable to perform the services provided for herein.

(b) At the

election of the Company, with or without “Cause” (as defined below), immediately upon written notice by the

Company to the Executive. As used in this Agreement, “Cause” shall mean:

(i) the Executive’s

engagement in any conduct that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the

business interests or reputation of the Company or its affiliates (for avoidance of doubt, “conduct” in this subsection does

not mean poor performance or failure to meet Company objectives);

(ii) any breach

by the Executive of the Confidentiality Agreement;

(iii) the Executive’s

willful and repeated failure to perform in any material respect, the Executive’s duties to the Company under this Agreement;

(iv) the Executive’s

fraud or embezzlement, or the Executive’s willful misconduct with respect to the Company or its affiliates;

(v) the Executive’s material

breach of this Agreement; or

(vi) the Executive’s

conviction of, or plea of guilty or nolo contendere to, a misdemeanor relating to the Company or its affiliates, any

crime involving dishonesty or moral turpitude, or any felony;

provided, however, that with respect

to subsection (iii) hereof, and solely to the extent the Company reasonably believes the conduct or failure is capable of being cured,

the Executive was given thirty (30) calendar days’ written notice of such failure and an opportunity to cure such failure but the

Executive failed to do so within such period (provided that the Executive is eligible for no more than two “cure” opportunities

during the Executive’s employment).

election of the Executive, with or without “Good Reason” (as defined below), upon written notice by the Executive

to the Company (subject, if it is with Good Reason, to the timing provisions set forth in the definition of Good Reason). As used in this

Agreement, “Good Reason” shall mean the occurrence (without the Executive’s prior written consent), of

any of the following events:

(i) a material

reduction in the Executive’s authority, duties, or responsibilities;

(ii) a material

reduction of the Executive’s Base Salary; or

(iii) a material

breach by the Company of its obligations under this Agreement.

No termination will

be treated as a termination by the Executive for Good Reason unless (x) the Executive has given written notice to the Company of

the Executive’s intention to terminate the Executive’s employment for Good Reason, describing the grounds for such action,

no later than sixty (60) days after the first occurrence of such circumstances, (y) the Executive has provided the Company with at

least thirty (30) days in which to cure the circumstances, and (z) if the Company is not successful in curing the circumstances,

the Executive ends the Executive’s employment within thirty (30) calendar days following the expiration of the cure period in (y).

8. Effect of Termination.

(a) All

Terminations Other Than by the Company Without Cause or by the Executive With Good Reason. If the Executive’s employment is

terminated under any circumstances other than a termination by the Company without Cause or a termination by the Executive with Good Reason

(including a voluntary termination by the Executive without Good Reason or a termination by the Company for Cause or due to the Executive’s

death or Disability), the Company’s obligations under this Agreement shall immediately cease and the Executive shall only be entitled

to receive (i) the Base Salary that has accrued and to which the Executive is entitled as of the effective date of such termination,

to be paid in accordance with the Company’s established payroll procedure and applicable law but no later than the next regularly

scheduled pay period, (ii) unreimbursed business expenses for which expenses the Executive has timely submitted appropriate documentation

in accordance with Section 5 hereof, (iii) any amounts or benefits to which the Executive is then entitled under the terms of

the then-current benefit plans of the Company in accordance with their terms (and not accelerated to the extent acceleration does not

satisfy Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”)), and (iv) to

the extent applicable in accordance with then-current Company policy, any accrued but unused vacation time through the date of termination,

to be paid in accordance with Company policy and applicable law (the payments described in this sentence, the “Accrued Obligations”).

(b) Termination

by the Company Without Cause or by the Executive With Good Reason. If the Executive’s employment is terminated by the Company

without Cause or by the Executive with Good Reason, the Executive shall be entitled to the Accrued Obligations. In addition, and subject

to Exhibit A and the conditions of Section 8(d), the Company shall: (i) continue to pay to the Executive,

in accordance with the Company’s regularly established payroll procedures, the Executive’s Base Salary for a period of six

(6) months; (ii) pay to the Executive, in a single lump sum on the later of the Payment Date (as defined below) and the date

on which bonuses are paid to employees generally, an amount equal to the annual bonus for the year in which termination occurs that the

Executive would have received had the Executive remained employed by the Company based on actual performance but prorated based on a fraction,

the numerator of which is the number of days during the calendar year in which the Executive’s termination date occurs that the

Executive remained employed by the Company and the denominator of which is 365; and (iii) provided the Executive is eligible for

and timely elects to continue receiving group medical insurance pursuant to the “COBRA,” continue to pay for six (6) months

following the Executive’s termination date or until the Executive has secured other employment or is no longer eligible for coverage

under COBRA, whichever occurs first, the share of the premium for medical coverage that is paid by the Company for active and similarly-situated

employees who receive the same type of coverage, unless the Company’s provision of such supplemental COBRA payments will violate

the nondiscrimination requirements of applicable law, in which case this benefit will not apply (collectively, the “Severance

Benefits”).

by the Company Without Cause or by the Executive With Good Reason During the Change in Control Period. If the Executive’s

employment is terminated by the Company without Cause or by the Executive with Good Reason within the period that begins three (3) months

prior to and ends twelve (12) months following a “Change in Control” (as defined below) (such period, the

“Change in Control Period”), then, subject to the terms and conditions of this Section 8(c), the Executive

shall be entitled to receive the benefits described in this Section 8(c) rather than those described in Section 8(b) above.

In such case, Executive shall be entitled to the Accrued Obligations and, subject to Exhibit A and the conditions

of Section 8(d), the Company shall: (i) pay to the Executive, in a single lump sum on the Payment Date, an amount equal to the

sum of (x) six (6) months of the Executive’s Base Salary, and (y) 1.25

times the Executive’s Target Bonus for the year in which termination occurs or, if higher, the Executive’s Target Bonus immediately

prior to the Change in Control, (ii) pay to the Executive, in a single lump sum on the Payment Date, an amount equal

to one hundred percent (100%) of the Executive’s Target Bonus for the year in which termination occurs or, if higher, the Executive’s

Target Bonus immediately prior to the Change in Control, prorated based on a fraction, the numerator of which is the number of days during

the calendar year in which the Executive’s termination date occurs that the Executive remained employed by the Company and the denominator

of which is 365, (iii) provided the Executive is eligible for and timely elects to continue

receiving group medical insurance pursuant to the “COBRA,” continue to pay for six (6) months following the Executive’s

termination date or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs

first, the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive

the same type of coverage, unless the Company’s provision of such supplemental COBRA payments will violate the nondiscrimination

requirements of applicable law, in which case this benefit will not apply, and (iv) provide that the vesting of the Executive’s

then-unvested equity awards that vest based solely on the passage of time shall be accelerated, such that all such then-unvested time-based

equity awards shall vest and become fully exercisable or non-forfeitable as of the later of the date of the Change in Control

and Executive’s termination date (collectively, the “Change in Control Severance Benefits”).

(d) Release.

As a condition of the Executive’s receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable,

the Executive must execute and deliver to the Company a separation and release of claims agreement in substantially the form to be provided

by the Company (the “Release”), which Release must become irrevocable within sixty (60) days following the date

of the Executive’s termination of employment (or such shorter period as may be directed by the Company). The Severance Benefits

or the Change in Control Severance Benefits, as applicable, will be paid or commence to be paid in the first regular payroll beginning

after the Release becomes effective, provided that if the foregoing sixty (60) day period would end in a calendar year subsequent to the

year in which the Executive’s employment ends, the Severance Benefits or Change in Control Severance Benefits, as applicable, will

not be paid or begin to be paid before the first payroll of the subsequent calendar year (the date the Severance Benefits or Change in

Control Severance Benefits, as applicable, are paid or commence pursuant to this sentence, the “Payment Date”).

The Executive must continue to comply with all post-employment obligations under law or in any agreement between the Executive and the

Company or any of its affiliates, including the Confidentiality Agreement, any similar agreement with the Company or any of its affiliates

and as set forth in the Release in order to be eligible to receive or continue receiving the Severance Benefits or Change in Control Severance

Benefits, as applicable. For the avoidance of doubt, if the Executive’s employment is terminated

by the Company without Cause or by the Executive with Good Reason prior to a Change in Control, (i) any then-outstanding and unvested

time-based equity awards held by the Executive shall remain outstanding (but any vesting shall be suspended) for up to (but no longer

than) three (3) months following the date of termination so that, if it is later determined that such termination occurred during

the three (3)-month period prior to the closing of a Change in Control and the Executive is entitled to Change in Control Severance Benefits

rather than Severance Benefits, the vesting of such awards may be accelerated, in accordance with Section 8(c), immediately prior

to the closing of the Change in Control and (ii) any Change in Control Severance Benefits shall be reduced by any Severance Benefits

previously paid to the Executive, if it is later determined that the termination occurred during the three (3)-month period prior to the

closing of a Change in Control and that the Executive is entitled to Change in Control Severance Benefits rather than Severance Benefits.

(e) Change

in Control Definition. For purposes of this Agreement, “Change in Control” shall mean the occurrence of

any of the following events after the Effective Date, provided that such event or occurrence constitutes a change in the ownership or

effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury

Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii),:

(i) the acquisition

by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of

1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company

if, after such acquisition (but not before such acquisition), such Person beneficially owns (within the meaning of Rule 13d-3 under

the Exchange Act) more than fifty percent (50%) of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding

Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote

generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that

for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly

from the Company, (2) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any

of its affiliates, or (3) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with

clauses (x) and (y) of subsection (iii) of this definition;

(ii) a change

in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board

(or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director”

means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or

elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or

election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors

at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose

initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal

of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(iii) the consummation

of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of

all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following

such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals

and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately

prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares

of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors,

respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation

which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one

(1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”)

in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities,

respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust)

maintained or sponsored by the Company or any of its affiliates or by the Acquiring Corporation) beneficially owns, directly or indirectly,

fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power

of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that

such ownership existed prior to the Business Combination).

(f) Resignation

from other Positions. If, as of the date that the Executive’s employment terminates for any reason, the Executive is a member

of the Board (or the board of directors of any entity affiliated with the Company), or holds any other offices or positions with the Company

(or any entity affiliated with the Company), the Executive shall, unless otherwise requested by the Company, immediately relinquish and/or

resign from any such board memberships, offices and positions as of the date the Executive’s employment terminates. The Executive

agrees to execute such documents and take such other actions as the Company may request to reflect such relinquishments and/or resignation(s).

9. Absence of Restrictions.

The Executive represents and warrants that the Executive is not bound by any employment contracts, restrictive covenants or other restrictions

that prevent (or purports to prevent) the Executive from carrying out the Executive’s responsibilities for the Company, or which

are in any way inconsistent with any of the terms of this Agreement.

10. Notice. Any

notice delivered under this Agreement shall be deemed duly delivered three (3) business days after it is sent by registered or certified

mail, return receipt requested, postage prepaid, one (1) business day after it is sent for next-business day delivery via a reputable

nationwide overnight courier service, or immediately upon hand delivery, in each case to the address of the recipient set forth below.

To Executive:

At the address set forth in

the Executive’s personnel file

To Company:

PSQ Holdings, Inc.

515 W. Aspen Street, Suite 200C

Bozeman, MT 59715

Attn: Chief Legal Counsel

Either Party may change the address to which notices

are to be delivered by giving notice of such change to the other Party in the manner set forth in this Section 10.

11. Applicable Law;

Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without reference

to the conflict of laws provisions thereof). The Parties agree to resolve through mandatory, final, and binding arbitration, except as

specifically excluded herein or prohibited by applicable law and subject to the provisions of Section 19(d), all disputes arising

out of or related to this Agreement or the subject matter hereof, and any controversy, dispute, or claim directly or indirectly arising

out of, relating to, or connected with the Executive’s employment or any separation from employment with the Company, including

whether the dispute is arbitrable (“Covered Disputes”); provided, however, that Covered Disputes shall not include

claims for workers’ compensation, unemployment insurance, sexual assault, or sexual harassment, claims arising under the National

Labor Relations Act, and claims by either party for temporary restraining orders or preliminary injunctions (“temporary equitable

relief”) in cases in which such temporary equitable relief would be otherwise authorized by law. Further, nothing herein prevents

the Executive from filing a charge with, cooperating with, or participating in any proceeding or investigation before the EEOC or a state

fair employment practices agency (except that the Executive acknowledges that the Executive may not recover any monetary benefits in connection

with any such charge, proceeding or investigation, and the Executive further waives any rights or claims to any payment, benefit, attorneys’

fees or other remedial relief in connection with any such charge, proceeding or investigation. The Parties understand and agree that arbitration

shall be the exclusive method by which to resolve all Covered Disputes to the extent permitted by applicable law. The Parties further

understand and agree that, to the extent permitted by applicable law, neither will assert class, collective, or representative action

claims against the other, whether in arbitration or otherwise, and such class, collective, or representative actions are hereby waived.

Any such arbitration will be conducted in accordance with American Arbitration Association’s (the “AAA”)

Employment Arbitration Rules and Mediation Procedures, a copy of which will be provided to the Executive upon request, and will be

conducted by a neutral arbitrator from the AAA agreed upon by the Executive and the Company in accordance with the AAA rules. Any arbitration

under this provision will be conducted in the city closest to where the Executive resides at the time arbitration is demanded in which

a United States District Court courthouse is located, unless otherwise agreed by the Executive and the Company. The arbitrator shall:

(a) provide for more than minimal discovery and have the authority to compel adequate discovery for the resolution of the dispute

and to award such relief as would otherwise be permitted by law; and (b) issue a written decision, including a statement of the award

and the arbitrator’s essential findings and conclusions on which the decision is based. The arbitrator shall have the power to award

damages, remedies or relief that would be available in a court otherwise having jurisdiction of the matter, but no other damages, remedies

or relief. The Parties agree that arbitration shall be the exclusive, final and binding forum for the ultimate resolution of such claims,

subject to any rights of appeal that either party may have under the Federal Arbitration Act and/or under applicable state law dealing

with the review of arbitration decisions. Each Party shall pay its own attorney’s fees and expenses, except that the Company shall

pay the fees and expenses related to the arbitration that the Executive would not generally be required to bear if the Executive brought

the same action in a court otherwise having jurisdiction.

12. Successors and

Assigns. This Agreement shall be binding upon and inure to the benefit of both Parties and their respective successors and assigns,

including any corporation with which or into which the Company may be merged or which may succeed to its assets or business; provided,

however, that the obligations of the Executive are personal and shall not be assigned by the Executive.

13. At-Will Employment.

This Agreement shall not be construed as an agreement, either expressed or implied, to employ the Executive for any stated term, and shall

in no way alter the Company’s policy of employment at will, under which both the Executive and the Company remain free to terminate

the employment relationship, with or without cause, at any time, with or without notice. Although the Executive’s job duties, title,

compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at-will”

nature of the Executive’s employment may only be changed by a written agreement signed by the Executive and a duly authorized representative

of the Company, which written agreement expressly states the intention to modify the at-will nature of the Executive’s employment,

provided, however, that nothing in the foregoing shall alter any rights the Executive may have as set forth in Section 8 above. Similarly,

nothing in this Agreement shall be construed as an agreement, either express or implied, to pay the Executive any compensation or grant

the Executive any benefit beyond the end of the Executive’s employment with the Company, except as explicitly set forth in Section 8

above.

14. Acknowledgment.

The Executive states and represents that the Executive has had an opportunity to fully discuss and review the terms of this Agreement

with an attorney. The Executive further states and represents that the Executive has carefully read this Agreement, understands the contents

herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs the Executive’s name of the Executive’s

own free act.

15. No Oral Modification,

Waiver, Cancellation or Discharge. This Agreement may be amended or modified only by a written instrument executed by both the Company

and the Executive. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that

or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not

be construed as a bar to or waiver of any right on any other occasion.

16. Captions and Pronouns.

The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or

substance of any section of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding

masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

17. Interpretation.

The Parties agree that this Agreement will be construed without regard to any presumption or rule requiring construction or interpretation

against the drafting Party. References in this Agreement to “include” or “including” should be read as though

they said “without limitation” or equivalent forms. Except where the context requires otherwise, references in this Agreement

to the “Board” shall include any authorized committee thereof.

18. Severability.

Each provision of this Agreement must be interpreted in such manner as to be effective and valid under applicable law, but if any provision

of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of

such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover,

if a court of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision

is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed, by

limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law to

achieve the intent of the Parties.

19. Modified Section 280G

Cutback. Notwithstanding any other provision of this Agreement, except as set forth in Section 19(b), in the event that the Company

undergoes a “Change in Ownership or Control” (as defined below), the following provisions shall apply:

(a) The Company

shall not be obligated to provide to the Executive any portion of any “Contingent Compensation Payments” (as

defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute

payments” (as defined in Section 280G(b)(1) of the Code) for the Executive. For purposes of this Section 19, the

Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate

amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent

Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.”

(b) Notwithstanding

the provisions of Section 19(a), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount

(computed without regard to this sentence) exceeds (ii) one hundred percent (100%) of the aggregate present value (determined in

accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional

taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to the

Executive (including state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code

payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined

in Section 280G(b)(3) of the Code), and any employment taxes payable by the Executive). The override of such reduction in Contingent

Compensation Payments pursuant to this Section 19(b) shall be referred to as a “Section 19(b) Override.”

For purpose of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the

amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income

tax rate provided by law.

of this Section 19 the following terms shall have the following respective meanings:

(i) “Change in Ownership

or Control” shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial

portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.

(ii) “Contingent Compensation

Payment” shall mean any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement

or otherwise) to or for the benefit of a “disqualified individual” (as defined in Section 280G(c) of the Code) and

that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

(d) Any payments

or other benefits otherwise due to the Executive following a Change in Ownership or Control that could reasonably be characterized (as

determined by the Company) as Contingent Compensation Payments (the “Potential Payments”) shall not be made

until the dates provided for in this Section 19(d).

(i) Within thirty (30) days after

each date on which the Executive first becomes entitled to receive (whether or not then due) a Contingent Compensation Payment relating

to such Change in Ownership or Control, the Company shall determine and notify the Executive (with reasonable detail regarding the basis

for its determinations) (A) which Potential Payments constitute Contingent Compensation Payments, (B) the Eliminated Amount

and (C) whether the Section 19(b) Override is applicable.

(ii) Within thirty (30) days after

delivery of such notice to the Executive, the Executive shall deliver a response to the Company (the “Executive Response”)

stating either (A) that the Executive agrees with the Company’s determination pursuant to the preceding sentence or (B) that

the Executive disagrees with such determination, in which case the Executive shall set forth (x) which Potential Payments should

be characterized as Contingent Compensation Payments, (y) the Eliminated Amount, and (z) whether the Section 19(b) Override

is applicable.

(iii) In the event that the Executive

fails to deliver an Executive Response on or before the required date, the Company’s initial determination shall be final.

(iv) If the Executive states in the

Executive Response that the Executive agrees with the Company’s determination, the Company shall make the Potential Payments to

the Executive within three (3) business days following delivery to the Company of the Executive Response (except for any Potential

Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due).

(v) If the Executive states in the

Executive Response that the Executive disagrees with the Company’s determination, then, for a period of sixty (60) days following

delivery of the Executive Response, the Executive and the Company shall use good faith efforts to resolve such dispute. If such dispute

is not resolved within such 60-day period, such dispute shall be settled exclusively by arbitration as provided in Section 11 of

this Agreement. The Company shall, within three (3) business days following delivery to the Company of the Executive Response, make

to the Executive those Potential Payments as to which there is no dispute between the Company and the Executive regarding whether they

should be made (except for any such Potential Payments which are not due to be made until after such date, which Potential Payments shall

be made on the date on which they are due). The balance of the Potential Payments shall be made within three (3) business days following

the resolution of such dispute.

(e) If and

to the extent that any Contingent Compensation Payments are required to be treated as Eliminated Payments pursuant to this Section 19,

then the payments shall be reduced or eliminated, as determined by the Company, in the following order: (i) any cash payments, (ii) any

taxable benefits, (iii) any nontaxable benefits, and (iv) any vesting of equity awards in each case in reverse order beginning

with payments or benefits that are to be paid the farthest in time from the date that triggers the applicability of the excise tax.

(f) The provisions

of this Section 19 are intended to apply to any and all payments or benefits available to the Executive under this Agreement or any

other agreement or plan under which the Executive may receive Contingent Compensation Payments.

20. Clawback Policy.

Notwithstanding any provision to the contrary in this Agreement, no payment of any type or amount of compensation or benefits shall be

made or owed by the Company to Executive pursuant to this Agreement or otherwise to the extent that payment of such type or amount is

restricted or prohibited by, is not permitted under, or has not received any required approval under, any applicable federal or state

statute, regulation, rule, policy, order, opinion, interpretation or similar issuance, whether now in existence or hereafter adopted or

imposed, including without limitation any provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or regulations promulgated

thereunder, 12 USC 1828(k) or 12 CFR Part 359. In the event that any payment made to Executive hereunder, under any prior employment

agreement or arrangement or otherwise is required under any applicable federal or state statute, regulation, rule, policy, order, opinion,

interpretation or similar issuance or under any agreement with or policy or plan of the Company to be paid back to the Company, Executive

shall upon written demand from the Company promptly pay such amount back to Employer. Executive acknowledges and agrees as a condition

to receipt of payments or any type or amount of compensation or benefits made or owed by the Company to Executive pursuant to this Agreement

that Executive shall comply with the terms of the Company’s Compensation Recovery Policy (the “Clawback Policy”). In

the event that any payment made to Executive hereunder, under any prior employment agreement or arrangement or otherwise is required under

any applicable federal or state statute, regulation, rule, policy, order, opinion, interpretation or similar issuance or under any agreement

with or policy or plan of the Company, including, without limitation, the Clawback Policy, to be paid back to the Company, Executive shall

upon written demand from the Company promptly pay such amount back to the Company. Any right of recovery under the Clawback Policy is

in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law,

regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award

agreement, compensatory plan, agreement or other arrangement.

21. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties and supersedes and replaces all prior agreements and understandings,

whether written or oral, relating to the subject matter of this Agreement; provided, however, and for the avoidance of doubt, nothing

herein shall be deemed to supersede the Confidentiality Agreement, which remains in full force and effect as set forth in Section 6

above.

[Signatures on Page Following]

IN WITNESS WHEREOF, the Parties

hereto have executed this Agreement as of the day and year set forth above.

PSQ HOLDINGS, INC.

By:

/s/ Dusty Wunderlich

Name:

Dusty Wunderlich

Title:

Chief Executive Officer

EXECUTIVE:

By:

/s/ Michael Pena

Print Name: Michael Pena

EXHIBIT A

Payments Subject to Section 409A

1. Subject to this Exhibit A,

any severance payments or benefits that may be due under the Agreement (including, but not limited to any Severance Benefits or Change

in Control Severance Benefits) shall begin only upon the date of the Executive’s “separation from service” (determined

as set forth below) which occurs on or after the termination of the Executive’s employment. The following rules shall apply

with respect to distribution of the severance payments or benefits, if any, to be provided to the Executive under the Agreement, as applicable:

(a) It is intended

that each installment of the severance payments or benefits provided under the Agreement shall be treated as a separate “payment”

for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Neither

the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the

extent specifically permitted or required by Section 409A.

(b) If, as

of the date of the Executive’s “separation from service” from the Company, the Executive is not a “specified employee”

(within the meaning of Section 409A), then each installment of the severance payments or benefits shall be made on the dates and

terms set forth in the Agreement.

of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee”

(within the meaning of Section 409A), then:

(i)

Each installment of the severance payments

or benefits due under the Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances,

regardless of when the Executive’s separation from service occurs, be paid within the short-term deferral period (as defined

under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation

Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid on the dates and terms

set forth in the Agreement; and

(ii)

Each installment of the severance payments

or benefits due under the Agreement that is not described in Section 1(c)(i) of this Exhibit A and

that would, absent this subsection, be paid within the six (6)-month period following the Executive’s “separation from

service” from the Company shall not be paid until the date that is six (6) months and one day after such separation from

service (or, if earlier, within the permitted Section 409A period following the Executive’s death), with any such

installments that are require to be delayed being accumulated during the six (6)-month period and paid in a lump sum on the date

that is six months and one day following the Executive’s separation from service and any subsequent installments, if any,

being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this

sentence shall not apply to any installment of payments or benefits if and to the maximum extent that that such installment is

deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of

Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any

installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later

than the last day of the Executive’s second taxable year following the taxable year in which the separation from service

occurs.

2. The determination of whether

and when the Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, and based

on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of Section 2 of this Exhibit A,

“Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and

414(c) of the Code.

3. All reimbursements and

in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A to the

extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that

(a) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified

in the Agreement), (b) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible

for reimbursement in any other calendar year, (c) the reimbursement of an eligible expense will be made on or before the last day

of the calendar year following the year in which the expense is incurred and (d) the right to reimbursement is not subject to set

off or liquidation or exchange for any other benefit.

4. The Company makes no representation

or warranty and shall have no liability to the Executive or to any other person if any of the provisions of the Agreement (including this Exhibit A)

are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions

of, that section.

5. The Agreement is intended

to comply with, or be exempt from, Section 409A and shall be interpreted accordingly.

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2623224d2_ex10-2.htm · Sequence: 3

Exhibit 10.2

PSQ HOLDINGS, INC.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT

(the “Agreement”), executed on August 11, 2026, by and between PSQ Holdings, Inc., a Delaware corporation

(the “Company”), and Krista Wenzel (the “Executive”) (together, the “Parties”).

RECITALS

WHEREAS,

the Parties desire to enter into an agreement whereby the Executive will be employed by the Company on the terms contained in this Agreement;

WHEREAS,

the Executive has agreed to accept such employment with the Company effective upon the Effective Date on the terms and conditions set

forth in this Agreement.

NOW,

THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained,

the Parties hereto agree to the following terms, which shall govern the Executive’s employment with the Company effective upon May 1,

2026 (the “Effective Date”):

1. Agreement.

This Agreement shall be effective as of the Effective Date. The Executive’s employment on the terms contained in this Agreement

shall commence on the Effective Date and shall continue until such employment relationship is terminated in accordance with Section 7

hereof (the “Term of Employment”).

2. Position. During

the Term of Employment, the Executive shall serve as the Chief Accounting Officer of the Company, working remote, and travelling as reasonably

required by the Executive’s job duties.

3. Scope of Employment.

During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s

position as Chief Accounting Officer and principal accounting officer. The Executive shall report to the Chief Executive Officer of the

Company or his designee. The Executive agrees to devote substantially all of the Executive’s business time, best efforts, skill,

knowledge, attention, and energies to the advancement of the business and interests of the Company and its affiliates and to the performance

of the Executive’s duties and responsibilities as an employee of the Company and not to engage in any other business activities

(whether as an employee, consultant, board member, advisor or in any other capacity) without prior approval from the Chief Executive Officer

of the Company, except that the Executive may engage in charitable or civic activities and/or serve as an executor, trustee, or other

similar fiduciary capacity, provided, however, that in no event may any activity be undertaken or continued if it would (i) be in

violation of any provision of this Agreement or other agreement between the Executive and the Company, (ii) interfere with the performance

of the Executive’s duties for the Company or its affiliates, or (iii) present a conflict of interest with the business interests

of the Company or its affiliates. As an employee of the Company, the Executive will be required to comply with all Company policies and

procedures. Violations of the Company’s policies may lead to immediate termination of the Executive’s employment, provided,

however, that nothing in the foregoing shall alter any rights the Executive may have as set forth in Section 8 below. Further, the

Company’s premises, including all workspaces, furniture, documents, and other tangible materials, and all information technology

resources of the Company (including computers, data and other electronic files, and all internet and email) are subject to oversight and

inspection by the Company at any time. Company employees should have no expectation of privacy with regard to any Company premises, materials,

resources, or information.