Form 8-K

8-K — Venu Holding Corp

Accession: 0001493152-26-022798

Filed: 2026-05-13

Period: 2026-05-08

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): May 8, 2026

VENU

HOLDING CORPORATION

(Exact

Name of Registrant as Specified in Its Charter)

Colorado

001-42422

82-0890721

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1755

Telstar Drive, Suite 501

Colorado

Springs, Colorado

80920

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (719) 895-5483

Not

Applicable

(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

Name

of Each Exchange on Which Registered

Common

Stock, par value $.001 per share

VENU

NYSE

AMERICAN

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 ☒

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. ☐

Item

1.01 Entry into a Material Definitive Agreement.

May 8, 2026, Sunset at Chattanooga, LLC (“Purchaser”), a wholly owned subsidiary of Venu Holding Corporation (the

“Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with West End

Property, LLC and WE SPE III, LLC (collectively, “Seller”) to acquire an approximately 15-acre parcel of real

property in Chattanooga, Tennessee (the “Property”). After closing on the acquisition of the Property, the Company

through Purchaser and other subsidiary entities, intends to develop and operate a multi-seasonal amphitheater and entertainment

complex at the Property (together, the “Complex”).

The

total purchase price for the Property is $20.0 million. The Purchase Agreement identifies the sources of the purchase price and portions

of the purchase price that are to be delivered from those designated sources, being each of the following (as further described

and defined in this Current Report on Form 8-K): proceeds from Development Incentive Funding; Suite Sales Revenue; and funds deliverable

to Seller under a ticket fee participation agreement to be executed at closing that will entitle Seller to a portion of ticket sales

to events at the Complex until Seller has been paid an aggregate agreed upon amount under that agreement. Closing is expected to occur

on or before December 31, 2026. Purchaser’s obligation to close on the acquisition of the Property is contingent upon satisfaction

of various conditions on or before the six-month anniversary date of the Purchase Agreement, including: (i) Purchaser entering

into a development agreement with any combination of the City of Chattanooga, Hamilton County, Tennessee, the State of

Tennessee, and any other private or public entity relating to the development and operation of the Complex

on terms and conditions that are satisfactory to Purchaser (the “Development Agreement”); (ii) the parties obtaining

a defined minimum amount of incentives arising out of the Development Agreement (“Development Incentive Funding”);

(iii) Purchaser pre-selling selling rights and interests in a minimum number of firepit suites in the proposed amphitheater on terms

and conditions satisfactory to Purchaser (“Suite Sales Revenue”); and (iv) Seller having arranged for Hamilton County

to have entered into an agreement to transfer an additional designated parcel to Purchaser. The contingencies also identify certain terms

that are to be included in the Development Agreement, including the receipt or award of a defined minimum amount of tax increment financing

incentive(s) to Purchaser, a ticket participation fee obligation whereby Purchaser would pay to one or more government entities a share

of each ticket sold for Complex events, and the development of a structured parking facility for use in connection with events at the

Complex in connection with which Purchaser will pay in perpetuity a fee for each vehicle parked at the structure for events

at the Complex. Closing on the Property is subject to each of these conditions being satisfied in the sole and absolute discretion of

Purchaser, or Purchaser electing to waive one or more of the conditions.

The

Purchase Agreement also contains a number of customary terms and conditions for an agreement of this nature, including an obligation

of Purchaser to deliver an earnest payment, matters related to tax prorations, casualty and condemnation of the Property, Purchaser’s

inspection rights and right to examine the title of the Property and object to matters related to title, representations and warranties

of Seller, and other covenants of the parties.

The

foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the

Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1†

Real Estate Purchase and Sale Agreement dated May 8, 2026, by and between West End Property, LLC, WE SPE III, LLC, and Sunset at Chattanooga, LLC

104

Cover

page Interactive Data File (embedded within the Inline XBRL document)

† Certain

portions of this exhibit have been omitted because they are not material, would be competitively

harmful if publicly disclosed, and are of the type that the registrant treats as private

or confidential.

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.

VENU

HOLDING CORPORATION

(Registrant)

Dated:

May 13, 2026

By:

/s/

J.W. Roth

J.W.

Roth

Chief

Executive Officer and Chairman

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

CERTAIN

IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL and of the type of information

that the registrant treats as private or confidential AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY, IF PUBLICLY DISCLOSED.

PURCHASE

AND SALE AGREEMENT

THIS

PURCHASE AND SALE AGREEMENT, dated as of the 8th day of May, 2026, which is the “Effective Date” (as herein defined),

by and between West End Property, LLC, a Tennessee limited liability company,

WE SPE III, LLC, a Tennessee limited liability company (collectively, “Seller”), and SUNSET AT CHATTANOOGA, LLC,

a Colorado limited liability company, or its permitted assigns (“Purchaser”).

I T N E S S ETH:

WHEREAS,

Seller is the owner of that certain real property containing approximately 15 acres of land located in the Bend Development, Chattanooga,

Hamilton County, Tennessee, the same being more particularly highlighted in red and described on Exhibit A attached hereto

and by this reference made a part hereof (the “Land”); and

WHEREAS,

Seller desires to sell, and Purchaser desires to purchase, the Land and the attendant interests comprising the Property (as defined below)

on the terms and conditions set forth herein;

NOW,

THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto, intending to be legally bound, covenant

and agree as follows:

Sale and Conveyance of the Property. Subject to the terms set forth herein, Seller hereby agrees to sell and convey to Purchaser,

and Purchaser hereby agrees to purchase from Seller, the Land, all improvements, fixtures and personal property located on the Land,

all of Seller’s rights, title and interests, if any, in and to any and all rights, privileges, easements, hereditaments, and appurtenances

to the Land, including, without limitation, infrastructure, water interests, fixtures, and any right, title and interest of Seller in

and to any creeks and streams, and any roads, easements, alleys, streets, and rights-of-way, bounding the Land, existing, vacated or

proposed, in front of, or adjoining the Land (the “Property”).

Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be Twenty Million and No/100 Dollars

($20,000,000.00). The Purchase Price shall be paid to Seller at the closing of the purchase and sale contemplated hereby (the “Closing”),

as follows:

(a) $[***]

shall be funded by proceeds from the Development Incentive Funding;

(b) $[***]

cash paid from the “Suite Sales Revenue” (as defined below); and

to be paid in the form of a ticket fee participation agreement executed at Closing

(as defined below) pursuant to which Seller would be entitled to receive $[***]

per ticket sold to events at the amphitheater to be constructed by Purchaser on

the Property, commencing upon operation of the amphitheater and continuing until such time

as Seller has received therefrom the aggregate sum of $[***].

Earnest Money. Within five (5) business days following the Effective Date, Purchaser shall deliver to The Title Guaranty and Trust

Company of Chattanooga, 617 Walnut Street, Chattanooga, TN 37402 (“Escrow Agent” and/or “Title Company”) the

amount of $10,000.00 as earnest money (“Earnest Money”). The Earnest Money shall be held and disbursed in accordance with

the terms of the escrow agreement attached hereto as Exhibit B, and shall be paid to Seller and credited against the Purchase

Price at the Closing. Each party agrees to provide written instructions to Escrow Agent within three (3) business days following written

demand authorizing disbursement of the Earnest Money as provided in this Agreement. Seller and Purchaser, by execution of this Agreement,

agree to the terms of Escrow Agent’s standard earnest money escrow agreement attached hereto as Exhibit B, and agree

to sign and deliver such agreement on the Effective Date.

Closing.

(a)

The Closing shall be held on or before December 31, 2026. The Closing shall occur at the offices of Title Company or, at the option of

either party, as a “mail-away” closing conducted through the Title Company. The Closing may occur at such earlier time and

on such earlier date or at such other location as may be agreed to by Purchaser and Seller. The date of Closing, established as set forth

herein, is herein referred to as the “Closing Date.”

(b)

In addition to the other documents required to be delivered by Seller to Purchaser under this Agreement, Seller shall deliver to Purchaser

at the Closing affidavits certifying: (i) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue

Code; (ii) Seller is not subject to any state withholding laws; (iii) the information required for Internal Revenue Service Form 1099S,

if any; and (iv) as to such other matters as are reasonably required by the Title Company for issuance of its title insurance policy

to Purchaser subject only to the “Permitted Exceptions” (as herein defined), including a copy of the organizational documents

of Seller and all entities that are acting on behalf of Seller. Seller shall also assign to Purchaser at Closing all of Seller’s

rights having to do with the Property, including all land use entitlements, permits, utility allocations and other such governmental

and agency approvals as may exist concerning the Property, if any such items do exist. Seller and Purchaser shall also execute and deliver

such other customary documents as are necessary or appropriate for the consummation of the purchase and sale pursuant to this Agreement.

(c)

Real estate taxes or property association assessments on the Property for the year of the Closing will be pro-rated between Seller and

Purchaser as of 12:01 a.m. on the Closing Date. If the tax bills for the year of Closing are not available in order to pro-rate taxes

at Closing, the most recent information available shall be used, and Seller and Purchaser agree to re-prorate taxes after Closing within

ten (10) days following request from either party based on the actual bill for the Property for the year of Closing after such tax bill

is issued. All other ordinary operating expenses for or pertaining to the Property, including, but not limited to, public utility charges,

maintenance and service charges and all other normal operating charges of the Property shall be prorated as of the Closing Date; provided

that Purchaser shall not be obligated for payments under any management, service or other contractual agreements affecting the Property

and the same shall be terminated prior to the Closing unless Purchaser expressly elects to assume the same.

(d)

At the Closing, Seller shall pay the cost to record the deed, the cost to record any loan cancellation or release documents, and one

half of the escrow fees of Escrow Agent. Purchaser shall pay all other recording fees, any applicable real estate transfer (or similar)

tax, all title and survey expenses, the cost of environmental inspection, and one-half of the escrow fees of Escrow Agent. Each party

shall pay for its attorney’s fees.

(e)

Seller shall deliver possession of the Property to Purchaser on the Closing Date.

Conveyance and Title.

(a)

At the Closing, Seller shall convey fee simple title to the Property by special or limited warranty deed in recordable form, free and

clear of all liens, encumbrances and other matters whatsoever, except for (i) general real estate taxes assessed against the Property

for the current year, not then due and payable, (ii) utility easements of record serving only the Property and (iii) other matters deemed

to be Permitted Exceptions pursuant to this Agreement (the “Permitted Exceptions”). Seller shall at Closing pay off any security

deed, mortgage, lien, judgment or monetary encumbrance of like kind affecting the Property and created by or resulting from the actions

of Seller (the “Mandatory Cure Items”), and Purchaser shall have the right to pay off all such items at Closing if Seller

fails to do so and deduct the payoff amount and the cost of doing so from the Purchase Price.

(b)

Purchaser shall obtain a current title commitment and copies of all exception documents noted therein. Within ten (10) days prior to

the end of the Inspection Period, Purchaser shall give Seller written notice of any encumbrances disclosed by Purchaser’s examination

of title that are objected to by Purchaser (the “Title Objections”). Any matters not timely objected to by Purchaser, or

to which Purchaser may not object, shall be deemed waived by Purchaser and shall be Permitted Exceptions. Seller shall have five (5)

days after receipt of Purchaser’s notice of any Title Objection in which to notify Purchaser if Seller intends to satisfy such

Title Objection, Seller having no obligation to satisfy any such Title Objection other than the Mandatory Cure Items. The failure by

Seller to so notify Purchaser within such five (5) day period shall be deemed an election by Seller not to satisfy any Title Objections.

If Seller timely notifies Purchaser that it does not intend to satisfy any Title Objection, or is deemed to have elected not to satisfy

any Title Objection by failing to timely notify Purchaser, Purchaser, as Purchaser’s sole remedy, may terminate this Agreement

upon written notice to Seller within ten (10) days after receipt of Seller’s response to the Title Objections (or expiration of

Seller’s response period, if Seller does not respond) and receive a full refund of the Earnest Money. If Purchaser does not elect

to terminate this Agreement as set forth above, then Purchaser shall be deemed to have waived Purchaser’s objection to such Title

Objection and the same shall be a Permitted Exception. If Seller fails to satisfy any Title Objection which Seller has agreed to satisfy,

then Purchaser may, as Purchaser’s sole remedy: (i) terminate this Agreement and receive a full refund of the Earnest Money; or

(ii) waive such satisfaction and consummate the purchase and sale of the Property. In the event Purchaser terminates this Agreement pursuant

to this Paragraph, this Agreement shall become null and void, and the parties shall have no further obligations hereunder, except for

those obligations hereunder which expressly survive a termination of this Agreement. Purchaser shall have until Closing to update and

re-examine title to the Property and to give written notice to Seller of any new objections that Purchaser may have which arise subsequent

to the effective date of Purchaser’s initial title examination, other than the Permitted Exceptions and any matters created by,

under or through Purchaser (the “New Matters”). Seller shall be obligated to cure all New Matters created by Seller. If any

New Matters remain uncured by the date of Closing, then Purchaser shall elect, by notice to Seller to either: (i) terminate this Agreement,

whereupon the Earnest Money shall be returned to Purchaser and thereafter the parties shall have no further rights or obligations under

this Agreement except for those that expressly survive termination; or (ii) waive the New Matters whereupon the same shall become Permitted

Exceptions.

(c)

Seller hereby covenants and agrees with Purchaser that, so long as this Agreement remains in full force and effect, Seller will not without

Purchaser’s prior consent modify any matters of record benefiting or burdening, grant a security interest in, or otherwise encumber

or dispose of, the Property (or any interest or estate therein), or lease the Property or any portion thereof for a term extending beyond

the Closing Date.

Survey. Purchaser shall have the Property surveyed, at Seller’s expense, by a registered Tennessee surveyor acceptable to

Purchaser and Seller (“Survey”). A copy of the Survey shall be presented to Seller prior to the Closing. Purchaser and Seller

agree that as and when the Survey has been completed, Seller shall agree to execute a quitclaim deed in favor of Purchaser at Closing

containing a legal description of the Property as shown on the Survey.

Inspection Period. Purchaser shall have a period of sixty (60) days (the “Inspection Period”), which period shall

commence on the day following the “Contingency Resolution Date” (as defined below), in which to make such investigations

and studies with respect to the Property as Purchaser deems appropriate. During the Inspection Period, Purchaser shall satisfy itself

as to the physical aspects of the Property including, but not limited to, the following: boundary survey; subsurface conditions; environmental

conditions; market conditions; and any other physical aspects of the Property. If prior to the end of the Inspection Period, Purchaser

gives Seller and Escrow Agent notice of termination that the Property is unacceptable, in Purchaser’s sole and absolute discretion,

this Agreement shall terminate, and the Earnest Money shall be returned to Purchaser. If Purchaser does not give a timely notice of termination,

then this Agreement shall remain in full force and effect. During the term of this Agreement, Purchaser and Purchaser’s representatives

shall have the right to enter onto the Property (following notice to Seller) for all surveys, tests and studies; provided that (a) if

Seller so chooses, and notifies Purchaser within a reasonable time, a representative of Seller may accompany Purchaser during Purchaser’s

entry onto the Property, and (b) Purchaser may undertake any environmental assessments, studies or testing including the standard “Phase

I” evaluation, and if necessary a “Phase II” evaluation. Purchaser will indemnify and hold Seller and Seller’s

agents harmless from claims, liabilities, damages, and expenses incurred by Seller (whether made by third parties for bodily injury,

death or property damage, or otherwise arising) and caused by Purchaser or its representatives entry onto the Property, and from liens

filed as a result of Purchaser’s activities on the Property but excluding from such indemnity any claims, damages, liabilities,

expenses and or liens arising from (i) the discovery of preexisting conditions (so long as Purchaser does not exacerbate any such condition)

or (ii) any act or omission of Seller or Seller’s agents as the case may be. The indemnification and hold harmless agreement contained

in the preceding sentence shall survive any rescission or termination of this Agreement.

Notices. All notices, demands, requests and other communications (“notice”) under this Agreement shall be in writing

and shall be personally delivered, delivered by commercial courier service or a nationally recognized overnight courier service, sent

by U.S. Mail, postage prepaid, or sent by emailed transmission with confirmation of delivery, to the address below each party’s

signature. All notices personally delivered, delivered by courier service, or sent by emailed transmission shall be effective upon actual

receipt, and all notices sent by U.S. mail shall be effective upon deposit in the U.S. mail, but the time period in which a response

must be made shall not begin to run until actual receipt of the notice.

Brokerage. Seller and Purchaser hereby represent and warrant, each to the other, that no person or entity is entitled, as a result

of the actions of Seller or Purchaser, as the case may be, to a real estate commission, finder’s fee or other fee of any type resulting

from the execution of this Agreement or the sale and conveyance herein contemplated, and Seller and Purchaser each hereby indemnify and

hold each other harmless from and against any and all losses, costs, damages or expenses (including attorneys’ fees) incurred or

paid as a result of any such claim arising out of the actions of Seller or Purchaser, as the case may be. The provisions of this Paragraph

shall survive any rescission or termination of this Agreement.

10.

Purchaser Contingencies. Seller acknowledges that Purchaser desires to acquire the Property for development thereon of an outdoor

amphitheater and entertainment complex (the “Complex”). Therefore, Purchaser’s obligation to close hereunder shall

be contingent upon, in addition to all other terms and conditions set forth elsewhere in this Agreement, satisfaction of the following

contingencies (the “Purchaser Contingencies”) on or before the date six (6) months following the Effective Date (the “Contingency

Expiration Date”):

(a) Purchaser

shall enter into a development agreement with any combination of the City of Chattanooga,

Hamilton County, Tennessee, the State of Tennessee, and any other private or public entity

relating to development and operation of the Complex on terms and conditions satisfactory

to Purchaser in its sole and absolution discretion (the “Development Agreement”);

(b) The

parties shall collaborate to obtain, and shall obtain, at least $[***]worth

of incentives arising out of the Development Agreement (the “Development Incentive

Funding”).Purchaser shall have secured, on terms and conditions satisfactory to Purchaser

in its sole and absolute discretion, agreements with investors for the purchase, lease or

licensing of not fewer than [***] proposed

LuxeFireSuites within the Complex, the proceeds from which shall generate approximately $[***]

for application to the Purchase Price (the “Suite Sales Revenue”);

Development Agreement shall include a ticket participation fee pursuant to which Purchaser

shall pay to one or more governmental entities a share of each ticket sole for Complex events

in an amount and on such terms as may be agreed upon to fund that portion of the Purchase

Price not otherwise funded by the Acquisition Funding and the Suite Sales Revenue (the “Ticket

Participation Revenue”);

(d) The

Development Agreement shall include a tax increment financing (TIF) incentive to Purchaser

in an amount not less than $[***] over

20 years;

(e) The

Development Agreement (or other agreement to which Purchaser is a party) shall provide for

a structured parking facility accommodating approximately [***]

vehicles for exclusive use by Purchaser in connection with events at the Complex,

in exchange for which use Purchaser shall pay, in perpetuity, $[***]

for each vehicle using the facility for parking in connection with Complex events

(except for said per-use parking fee, the parking facility shall be provided at no cost to

Purchaser);

(f) Seller

shall have arranged for Hamilton County to enter into an agreement to transfer Block 21 of

the Bend, currently a county park, to Purchaser on the Closing Date.

The

date, if any, on which the last of the Purchaser Contingencies is satisfied, as determined by Purchaser in its reasonable discretion

(which satisfaction shall be evidenced, if at all, exclusively by written notice of same delivered to Seller), is herein referred to

as the “Contingency Resolution Date”. In the event each and all of the Purchaser Contingencies are not satisfied by the Contingency

Expiration Date, Purchaser, in its sole and absolute discretion, may elect to waive some or all of the unsatisfied Purchaser Contingencies,

which election, if any, shall be evidenced by written notice to Seller.

11.

Conditions to Closing. Purchaser’s obligation to close hereunder shall be conditioned upon the following: (A) that all representations

and warranties made by Seller herein are true and correct in all material respects as of the Closing Date, (B) that Seller has delivered

to Purchaser fee simple title to the Property subject only to the Permitted Exceptions, (C) that Seller has Seller shall have performed

and complied in all material respects, at the appropriate times for such performance and compliance, with its obligations, covenants

and agreements under this Agreement as of the date of Closing, (D) as of the Closing Date, there shall have been no material adverse

change to the condition of the Property from the condition that existed on the Effective Date, (E) as of the Closing Date, no governmental

authority with jurisdiction over the development of the Property shall have put in place any development moratorium that is applicable

to the Property and that would prevent or materially hinder Purchaser from developing the Property, and (F) the Purchaser Contingencies

have been satisfied or, if not satisfied, expressly waived in writing by Purchaser. In the event one or more of the foregoing conditions

to Closing have not for any reason been satisfied prior to or on the Closing Date, Purchaser shall have the right, at its option, to

terminate this Agreement. If Purchaser terminates this Agreement under the immediately preceding sentence, then the Earnest Money shall

be refunded to Purchaser. It is acknowledged that the conditions precedent contained in this Agreement are for the sole benefit of Purchaser,

and Purchaser may, in its sole discretion exercised by notice in writing to Seller at or before Closing, waive fulfillment of any one

or more of such conditions and close hereunder without regard to the failure of such condition(s).

12.

Condemnation. If prior to the Closing any portion of the Property becomes subject to a bona fide threat of condemnation by a body

having the power of eminent domain or condemnation, or sale in lieu thereof, Seller shall promptly notify Purchaser, and Purchaser shall

have the right, by giving Seller notice within thirty (30) days after receipt of notice from Seller of such occurrence (with the Closing

Date to be postponed, if necessary, to give both parties the benefit of the full thirty (30) day period) to elect to: (i) terminate this

Agreement (in which case the Earnest Money shall be returned to Purchaser); or (ii) close the sale contemplated herein. If Purchaser

elects not to terminate, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any portion

of the Property taken by eminent domain, shall be effected without reduction in the Purchase Price. Seller shall, at the Closing, credit,

assign, transfer and set over unto Purchaser all of Seller’s right, title and interest in and to any condemnation awards paid or

payable for such taking.

13.

Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Purchaser. Seller

shall remake the following representations and warranties to Purchaser as of the Closing Date. The remaking of such representations and

warranties as of the Closing Date shall be deemed made by Seller’s acceptance of the Purchase Price and shall not require further

evidence thereof.

13.1

Seller will have record title to the Land and all improvements and fixtures thereon at Closing, and such title shall be free and clear

of all liens, encumbrances, covenants, restrictions, rights-of-way, easements, leases, conditions and other matters affecting title except

for the Permitted Exceptions.

13.2

Seller is a duly formed and validly existing limited liability company, in good standing in the State of Tennessee. The person signing

this Agreement on behalf of Seller has the full right, power, and authority to execute this Agreement on behalf of Seller. The execution,

delivery, and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, do not and will

not conflict with, result in a violation of, or constitute a default under any provision of Seller’s constituent documents or any

agreement or other instrument binding upon Seller or the Property.

13.3

There are no pending actions, suits, or proceedings, including condemnation proceedings, affecting the Property or any portion thereof;

13.4

There are no other persons or entities who have any rights to acquire the Property or have any rights or claims in or to the Property

or for any portion thereof except as may appear of public record;

13.5

There are no outstanding state or federal tax liens, claims or demands against Seller which constitute or will constitute a lien against

the Property;

13.6

Seller has received no notification, written or otherwise, from any individual, corporation, governmental agency, bureau or authority

that the Property is in violation of applicable law;

13.7

Except as may be disclosed in any environmental report provided to Purchaser, (i) there does not exist on or under the Property any hazardous

or toxic substances in violation of applicable law; (ii) no part of the Property has ever been used as a manufacturing, storage or dump

site for hazardous or toxic substances; and (iii) there are no underground storage tanks located on the Property; and

13.8

Seller shall cooperate in good faith with Purchaser to secure for the benefit of the Complex prior to the Contingency Expiration Date

all available governmental and quasi-governmental economic incentives relating to hotel/motel development.

Notwithstanding

any provisions herein to the contrary, (i) the foregoing representations and warranties of Seller are made only to the actual knowledge

of Seller, which, for purposes hereof, shall mean to be to the actual knowledge of James K. White, III, without investigation, and (ii)

such representations and warranties of Seller shall survive the Closing for a period of one (1) year only.

14.

Covenants of Seller. From and after the Effective Date until the Closing or earlier termination of this Agreement: (a) Seller

shall not voluntarily encumber the Property with any new mortgages, deeds of trust or other encumbrances (both monetary and non-monetary)

without Purchaser’s prior written consent which may be granted or withheld in Purchaser’s sole discretion, other than deeds

of trust as part of refinancing which Seller shall pay at Closing; (b) Seller shall operate the Property in a manner generally consistent

with the manner in which Seller has operated and maintained the Property prior to the date hereof, which shall include providing for

regular maintenance and upkeep of the Property and those services that are necessary to provide for the safety and security of the Property;

and (d) Seller shall not enter into any agreement that will be an obligation affecting the Property subsequent to the Closing.

15.

Default and Remedies.

(a)

In the event Purchaser shall fail to perform its obligations under this Agreement, including without limitation the obligation to close

hereunder on the Closing Date, and, as to any failure other than the failure to close on the scheduled Closing Date, such failure is

not cured within five (5) days after notice from Seller, then Seller shall have, as its sole and exclusive remedy, the right to terminate

this Agreement and receive the Earnest Money as full liquidated damages. The parties hereby acknowledge the difficulty of determining

or calculating Seller’s actual damages in such circumstance and agree that the payment of the Earnest Money to Seller represents

a good faith resolution thereof, that the Earnest Money is a reasonable amount of liquidated damages and is not a penalty.

(b)

In the event Seller fails to complete the sale of the Property or to perform any material undertakings of this Agreement to be performed

as of Closing as provided hereunder, and, as to any failure other than a failure to close on the scheduled Closing Date, such failure

is not cured within five (5) days after notice from Purchaser, Purchaser shall be entitled, at its sole discretion, and as its sole and

exclusive rights and remedies on account of such Seller default, to either: (i) sue for specific performance, provided that such suit

must be filed in a court of competent jurisdiction within 60 days of said default and may not be dismissed and refiled after the expiration

of such period, or (ii) terminate this Agreement in which event all Earnest Money shall be returned to Purchaser. Such rights and remedies

elected by Purchaser hereunder shall be Purchaser’s sole and exclusive remedies for a Seller default hereunder.

(c)

In any action at law or in equity between the parties hereto occasioned by a default hereunder, the prevailing party shall be entitled

to collect its reasonable attorneys’ fees and court costs actually incurred in the action from the non-prevailing party.

16.

Miscellaneous. Time is of the essence of this Agreement. This Agreement shall be interpreted and governed in accordance with the

laws of the State of Tennessee. Purchaser may not assign this Agreement without the prior written approval of Seller, except that Purchaser

may assign this Agreement to an affiliated entity. This Agreement shall be binding upon and shall inure to the benefit of Purchaser and

Seller, and their respective permitted successors and assigns. The headings inserted at the beginning of each Paragraph are for convenience

only and do not add to or subtract from the meaning of the contents of the Paragraph. This Agreement may be executed in multiple counterparts,

each of which shall be deemed an original but all of which shall constitute one and the same instrument. This Agreement represents the

entire and complete agreement between the parties hereto and supersedes all prior negotiations, representations or agreements, either

written or oral and cannot be varied except by written agreement between the parties. Upon the termination of this Agreement, Purchaser

shall pay to Seller the sum of $100.00 as consideration. Except for obligations satisfied at Closing and subject to any limitations set

forth in this Agreement, this Agreement shall survive the Closing. Should any provision of this Agreement require judicial interpretation,

it is hereby agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more

strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the

party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation

hereof. In the event any notice shall be required to be given or any act required to be performed on a weekend or legal holiday, then

such date shall automatically be extended to the end of the next regular business day on which national banks are open for business in

Chattanooga, Tennessee. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original, and all

of which together shall constitute one and the same instrument. Facsimile or other electronically transmitted signatures on this Agreement

shall constitute originals signatures of the parties.

17.

Disclaimers. Except as expressly set forth in this Agreement, it is understood and agreed that Seller is not making and has not

at any time made any warranties or representations of any kind or character, express or implied, with respect to the Property, including,

but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title (other

than the warranty of title that may be set forth in the deed executed at Closing), zoning, tax consequences, latent or patent physical

or environmental condition, utilities, operating history or protections, valuation, governmental approvals, the compliance of the Property

with laws, the truth, accuracy or completeness of the documents or any other information provided by or on behalf of Seller to Purchaser,

or any other matter or thing regarding the Property. Except as expressly set forth in this Agreement, Purchaser acknowledges and agrees

that at the Closing Seller shall sell and convey to Purchaser and Purchaser shall accept the Property “as is, where is, with all

faults”, and that Purchaser has not relied and will not rely on, and Seller is not liable for or bound by, any express or implied

warranties, guaranties, statements, representations or information pertaining to the Property or relating thereto (including specifically,

without limitation, property information packages distributed with respect to the Property) made or furnished by Seller, the manager

of the Property, or any real estate broker or agent representing or purporting to represent Seller, to whomever made or given, directly

or indirectly, orally or in writing.

(executions

commence on following page)

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year indicated below.

SELLER:

West

End Property, LLC, a Tennessee limited liability

company

IV James, LLC, Manager

By:

/s/

James White_III

James

K. White, III, President

SPE III, LLC, a Tennessee limited liability company

By:

/s/

James White_III

James

K. White, III, President

Date

of Execution:_________________________

Address:

601

Market Street, Fifth Floor

Chattanooga,

TN 37402

Attn:

James K. White, III

Email:

[ ]

With a copy

to:

Horton,

Ballard & Pemerton, PLLC

735

Broad Street, Suite 306

Chattanooga,

TN 37402

Attn:

Carol Ballard

Email:

cballard@hbplawfirm.com

PURCHASER:

SUNSET

AT CHATTANOOGA, LLC, a

Colorado

limited liability company

By:

Bourbon

Brothers Holdings, LLC, Manager

By:

Venu

Holding Corporation, Manager to

Bourbon

Brothers Holdings, LLC

By:

/s/

JW Roth

Name:

JW Roth

Title:

CEO and Chairman of Venu

Holding Company

Date of Execution:

May 7, 2026

Address:

Sunset

at Chattanooga, LLC

C/O

General Counsel

1755

Telstar Drive, Suite 501

Colorado

Springs, CO 80108

With

a copy to:

Capital

Law & Advisory Partners, LLC

P.O.

Box 908176

Gainesville,

Georgia 30501

Attn:

W. Wade Beavers

Email:

wbeavers@caplawpartners.com

EXHIBIT

“A”

LAND

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