Form 8-K

8-K — Venu Holding Corp

Accession: 0001493152-26-035846

Filed: 2026-08-03

Period: 2026-07-31

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

GRAPHIC (ex5-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001770501

2026-07-31

iso4217:USD

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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): July 31, 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.

Securities

Purchase Agreement

July 31, 2026 (the “Issuance Date”), Venu Holding Corporation (the “Company”) entered into a Securities

Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”)

in connection with the issuance and sale by the Company of an aggregate of $25,000,000 in original principal amount of Senior Secured

Convertible Debentures (the “Debentures”) to the Purchaser, which are convertible into shares of the Company’s

common stock, par value $0.001 (“Common Stock”), and warrants to purchase up to 1,000,000 shares of Common Stock (the

“Warrants”). The Debentures and the Warrants are immediately separable and were issued separately, but they were purchased

together by the Purchaser in accordance with the Purchase Agreement.

The

Purchase Agreement sets forth the terms and conditions governing the Company’s issuance and sale of the Debentures and the Warrants,

including the respective closing obligations of the Company and the Purchaser. The Purchase Agreement also contains customary representations,

warranties, and agreements of the Company and the Purchaser and provides for customary indemnification rights and obligations of the

parties thereto.

Debentures

Pursuant

to the Debentures, $12,500,000 of the original principal amount funded to the Company by the Purchaser on the Issuance Date (the “Holdback

Amount”) will initially be held in an account as cash collateral for the Company’s obligations under the Debentures pending

the Company’s delivery of an appraisal of the real property and improvements comprising the amphitheater it is developing in Broken

Arrow, Oklahoma (“The Sunset BA”). If the appraisal is satisfactory to the Purchaser and the collateral agent appointed

under the Purchase Agreement, the Holdback Amount will be released and delivered to the Company. If the appraisal is not delivered within

14 days after the Issuance Date or is not satisfactory to the Purchaser or the collateral agent, the Purchaser will have the option to

apply the Holdback Amount to repay an equal portion of the principal amount of the Debentures, at par value and without payment of the

Payment Premium (as defined below).

The

Debentures will mature on July 31, 2027 (the “Maturity Date”), unless earlier converted or redeemed. The Debentures

have an original issue discount of 5%. Accordingly, on the Issuance Date, the Company received gross proceeds of $11,875,000 before fees

and expenses. If the Holdback Amount is subsequently released to the Company pursuant to the Debentures, the Company will receive additional

gross proceeds of $11,875,000, resulting in aggregate gross proceeds to the Company of $23,750,000 before fees and expenses. After payment

of applicable placement agent fees and offering expenses payable by the Company, the Company intends to use the resulting net proceeds

from the sale of the Debentures and the Warrants primarily for the ongoing construction and development costs of The Sunset BA.

The

Debentures do not bear interest unless and until the occurrence of an event of default described in the Debentures (an “Event

of Default”), in which case the Debentures will accrue interest at a rate of 18% per annum for so long as such Event of Default

remains uncured. Upon an Event of Default, the Purchaser may accelerate the Debentures and require all interest and other outstanding

amounts under the Debentures to become immediately due and payable in cash, in each case subject to the terms of the Debentures. If an

Event of Default remains uncured 30 days after its occurrence, then from and after such 30th day and for so long as the Event of Default

continues, the Purchaser may convert all or any portion of the outstanding amounts under the Debentures at the Variable Price (as defined

below) until all amounts outstanding under the Debentures have been repaid in full.

The

Debentures constitute senior secured obligations of the Company and are secured pursuant to that certain Pledge and Security Agreement

entered into by two of the Company’s majority-owned subsidiaries (of which the Company exercises 100% voting control), Sunset Ground

at Broken Arrow, LLC and Sunset at Broken Arrow LLC (each, a “Grantor”). Under the Pledge and Security Agreement,

the Debentures are secured by first-priority perfected security interests in substantially all of the tangible and intangible assets

of each Grantor, subject to certain limitations, and by each Grantor’s pledge of a security interest in all of the equity interests

in which such Grantor has any interest, together with all related proceeds thereof. The Company also pledged its membership interest

in each Grantor as part of the collateral securing the Company’s obligations under the Debentures. In addition, the Debentures

are secured by a first-priority Mortgage granted by Sunset Ground at Broken Arrow, LLC with respect to certain owned real property described

therein and a first-priority Leasehold Mortgage granted by Sunset at Broken Arrow LLC with respect to certain leasehold interests described

therein. Except for the assets of the Grantors, and the Company’s membership interests in those Grantors, no other Company assets

or interests serve as collateral for the Debentures. Furthermore, the obligations under the Debentures, the Purchase Agreement, and all

other documents identified as “Transaction Documents” under the Purchase Agreement are personally guaranteed by the Company’s

chief executive officer pursuant to a Personal Guaranty.

any time on or after the Issuance Date, the Debentures are convertible at the option of the Purchaser into shares of Common Stock at

an initial conversion price of $7.50 per share (the “Fixed Price”), subject to adjustment as provided in the Debentures.

Beginning on the earlier of (i) the date of the first disbursement in connection with any indebtedness constituting “Permitted

C-PACE Indebtedness” under the Purchase Agreement, and (ii) the 75th day following the Issuance Date, the Company will be required

to make monthly installment payments (each, a “Monthly Installment”) consisting of $5,000,000 of principal, the applicable

payment premium on such principal amount, which is initially 15% but increases to 20% after the 75th day following the Issuance Date

(the “Payment Premium”), and any accrued and unpaid interest (collectively, the “Installment Amount”),

in accordance with the repayment schedule set forth in the Debentures. If the Company fails to timely pay any Monthly Installment when

due (a “Payment Failure”), the Purchaser may elect to convert, on one or more occasions, all or part of the unpaid

Installment Amount at any time after such Payment Failure has occurred at a variable price equal to 95% of the lowest daily volume weighted

average price (the “VWAP”) of the Company’s Common Stock during the five consecutive trading days immediately

preceding the applicable conversion date, subject to a floor price of $0.448, which is equal to 20% of the closing price of the Company’s

Common Stock immediately prior to the execution of the Purchase Agreement (the “Variable Price”). Otherwise, for so

long as the Company remains current on its payment obligations, the Debentures will be convertible only at the Fixed Price.

Under

the Debentures, the Company is prohibited from issuing any Common Stock upon conversion of the Debentures if the issuance of such shares

of Common Stock would exceed 11,767,980 shares (the “Exchange Cap”), which represents 19.99% of the Company’s

issued and outstanding Common Stock as of the Issuance Date. The Exchange Cap will cease to apply if the Company obtains the approval

of its shareholders for the issuance of shares of Common Stock in excess of the Exchange Cap (the “Shareholder Approval”),

as required by the applicable rules of the NYSE American LLC. As a covenant under the Purchase Agreement, the Company is required to

include a proposal to obtain the Shareholder Approval in the proxy statement for its next annual meeting of shareholders, and if it does

not obtain the Shareholder Approval at such annual meeting, it is required to call a meeting every 90 days thereafter to seek the Shareholder

Approval.

The

Debentures also contain a beneficial ownership limitation that prohibits the Purchaser from converting the Debentures to the extent that,

after giving effect to such conversion, the Purchaser and its affiliates would beneficially own more than 4.99% of the Company’s

outstanding shares of Common Stock.

The

Debentures provide the Company with an optional redemption right, pursuant to which the Company may redeem all or any portion of the

amounts outstanding under the Debentures prior to the Maturity Date by delivering a redemption notice to the Purchaser, provided that

the Company may only deliver such notice if the VWAP of the Company’s Common Stock is less than the Fixed Price on the date the

notice is delivered, unless otherwise agreed by the Purchaser. Following receipt of a redemption notice, the Purchaser will have seven

trading days to elect to convert all or any portion of the applicable redemption amount before the Company is required to pay the remaining

redemption amount in cash.

The

Debentures also provide for a mandatory redemption in connection with the Company’s existing, permitted at-the-market offering

of shares of the Company’s Common Stock having an aggregate offering price of up to $25,000,000, which the Company is conducting

pursuant to an ATM Sales Agreement with ThinkEquity LLC, dated June 12, 2026 (the “ATM Offering”). For so long as

any Debentures are outstanding, if the Company issues and sells any shares of Common Stock under the ATM Offering (such sales, “ATM

Sales”), the Company must apply 90% of the net proceeds from such ATM Sales toward its repayment obligations under the Debentures

(a “Mandatory Redemption”). Within five business days of receiving net proceeds from ATM Sales, the Company must notify

the Purchaser of the required Mandatory Redemption payment and, unless waived by the Purchaser, promptly pay such amount to the Purchaser.

Any Mandatory Redemption payment will be applied first towards accrued and unpaid interest under the Debentures, then to the principal

and the Payment Premium in respect of such principal.

Warrants

The

Warrants are immediately exercisable from the Issuance Date and during the five-year period thereafter to purchase up to 1,000,000 shares

of Common Stock at an exercise price of $5.00 per share, subject to certain customary adjustments. If the Holdback Amount currently held

as cash collateral under the Debentures is applied to repay a portion of the principal amount of the Debentures, the number of shares

of Common Stock issuable upon exercise of the Warrants will be reduced from 1,000,000 shares to 500,000 shares. No fractional shares

of Common Stock will be issued by the Company in connection with the exercise of the Warrants.

at the time the Warrants are exercised there is no effective registration statement registering the issuance of or the resale of the

shares of Common Stock underlying the Warrants, the Purchaser can exercise the Warrants by “cashless exercise,” in which

case the Purchaser would receive the net value of the Warrants in shares of Common Stock determined according to the formula set forth

in the Warrants.

Pursuant

to the Purchase Agreement, the right of the Purchaser to exercise the Warrants is subject to Exchange Cap limitations that operate in

a manner consistent with the Exchange Cap limitations applicable to the Purchaser’s right to convert the Debentures. The Warrants

also contain a beneficial ownership limitation that prohibits the Purchaser from exercising the Warrants to the extent that, after giving

effect to such exercise, the Purchaser and its affiliates would beneficially own more than 4.99% of the Company’s outstanding shares

of Common Stock. Under the Warrants, upon prior notice to the Company, the Purchaser may elect to increase such limitation to 9.99%,

which increase will not become effective until the 61st day after such notice.

Placement

Agent Warrants

The

Company engaged ThinkEquity LLC as its exclusive placement agent (the “Placement Agent”) in connection with its offer

and sale of the Debentures and the Warrants to the Purchaser under the Purchase Agreement. The Company agreed to pay the Placement Agent

a cash fee equal to 6% of the gross proceeds received from the offering and to reimburse certain of the Placement Agent’s expenses

related to the offering up to $100,000.

addition, the Company agreed to issue warrants to the Placement Agent to purchase up to 200,000 shares of Common Stock (the “Placement

Agent Warrants”). The Placement Agent Warrants are immediately exercisable upon issuance and for the five-year period thereafter

at an exercise price of $6.25, subject to certain customary adjustments. If the Holdback Amount is applied to repay a portion

of the principal amount of the Debentures, the number of shares of Common Stock issuable upon exercise of the Placement Agent Warrants

will be reduced from 200,000 shares to 100,000 shares.

The

issuance of the Debentures, the Warrants, the Placement Agent Warrants, and the shares of Common Stock issuable upon their conversion

or exercise, as applicable, was registered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.

333-291873) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 1, 2025 and declared effective

on December 8, 2025, and the related base prospectus and prospectus supplement filed with the SEC on July 31, 2026.

The

foregoing descriptions of the Debentures, the Warrants, the Placement Agent Warrants, the Purchase Agreement, the Security and Pledge

Agreement, and the Personal Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text

of the form of Debenture, the form of Warrant, the form of Placement Agent Warrant, the Purchase Agreement, the Pledge and Security Agreement,

and the Personal Guaranty, which are filed as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2, and 10.3, respectively, to this Current Report on Form

8-K (this “Current Report”).

copy of the opinion of Dykema Gossett PLLC relating to the legality of the issuance and sale of the Debentures, the Warrants, the Placement

Agent Warrants, and the underlying shares of Common Stock is filed as Exhibit 5.1 to this Current Report.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Form of Senior Secured Convertible Debenture

4.2

Form of Warrant

4.3

Form of Placement Agent Warrant

5.1*

Opinion of Dykema Gossett PLLC

10.1*

Securities Purchase Agreement, dated July 31, 2026, between the Company and the Purchaser

10.2*

Pledge and Security Agreement, dated July 31, 2026

10.3*

Personal Guaranty, dated July 31, 2026

23.1

Consent of Dykema Gossett PLLC (included in Exhibit 5.1)

104

Cover

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

Certain

schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit

will be furnished to the SEC upon request.

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:

August 3, 2026

By:

/s/

J.W. Roth

J.W.

Roth

Chief

Executive Officer and Chairman

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

VENU

HOLDING CORPORATION

Senior

Secured Convertible Debenture

Original

Principal Amount: $25,000,000

Issuance

Date: July 31, 2026

Number:

FOR

VALUE RECEIVED, VENU HOLDING CORPORATION, an entity organized under the laws of the State of Colorado (the “Company”),

hereby promises to pay to the order of YA II PN, LTD., or its registered assigns (the “Holder”), the amount set out

above as the Original Principal Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption,

conversion or otherwise, the “Principal”) and the Payment Premium, as applicable, in each case when due, and to pay

interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date

set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the

Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible

Debenture (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, this “Debenture”)

was originally issued pursuant to the Purchase Agreement dated as of July 31, 2026, between the Company and the Holder (as it may be

amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Section

(12). Capitalized terms otherwise not defined herein have the meanings ascribed to them in the Purchase Agreement. The Company and the

Holder are referred to herein at times, collectively, as the “Parties,” and each, a “Party.”

(1)

GENERAL TERMS

(a)

Maturity Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal,

accrued and unpaid Interest, the Payment Premium, and any other amounts outstanding pursuant to the terms of this Debenture. The “Maturity

Date” shall be July 31, 2027, as may be extended upon mutual written agreement of the Holder and the Company. Other than as

specifically permitted by this Debenture, including Section 1(d) and Section 1(f), the Company may not prepay or redeem any portion of

the outstanding Principal and accrued and unpaid Interest.

(b)

Interest Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal

to 0% (“Interest Rate”), which Interest Rate shall increase to an annual rate of 18% upon the occurrence of an Event

of Default (for so long as such event remains uncured). Interest shall be calculated based on a 365-day year and the actual number of

days elapsed.

(c)

Monthly Installment Payments. On or before each date (each, an “Installment Date”) set forth on the repayment

schedule attached hereto as Exhibit II (the “Repayment Schedule”), the Company shall repay a portion of the outstanding

balance of this Debenture in an amount equal (i) the installment principal amount set forth on the Repayment Schedule as of such Installment

Date (or the outstanding Principal if less than such amount (the “Installment Principal Amount”)), plus (ii)

the Payment Premium in respect of such Installment Principal Amount, plus (iii) accrued and unpaid interest hereunder as of each

Installment Date (collectively, the “Installment Amount”).

(d)

Redemptions.

(i)

Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”)

early a portion or all amounts outstanding under this Debenture as described in this Section; provided, that the Company provides

the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which

Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be

given if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise

agreed by the Holder. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Debenture to be redeemed

and the Redemption Amount. The “Redemption Amount” shall be an amount equal to (a) the outstanding Principal balance

being redeemed by the Company plus (b) the Payment Premium in respect of such Principal amount plus (c) all accrued and

unpaid interest hereunder as of the date of such redemption. After receipt of a Redemption Notice, the Holder shall have seven (7) Trading

Days (beginning with the Trading Day immediately following the date such Redemption Notice is delivered to the Holder in accordance with

this term of this Section 1(d)) to elect to convert all or any portion of this Debenture. On the eighth (8th) Trading Day

following the delivery of the applicable Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect

to the Principal amount redeemed to the extent not converted and otherwise after giving effect to conversions or other payments made

during such seven (7) Trading Day period.

(ii)

Mandatory Redemption. If the Company is required to make a payment in cash from the receipt of proceeds from the issuance of Common

Shares under the Permitted ATM (as defined in the Purchase Agreement) pursuant to Section 4(k) of the Purchase Agreement (a “Mandatory

Redemption”), then within five (5) Business Days of receipt of the net proceeds from the Permitted ATM, the Company shall notify

the Holder of the required payment amount (“Mandatory Redemption Amount”), and, unless waived by the Holder, the Company

shall promptly pay such Mandatory Redemption Amount to the Holder. Any such payment received by the Holder shall be applied first towards

accrued and unpaid interest hereunder, then to Principal and the Payment Premium in respect of such Principal amount.

(iii)

Any Optional Redemption pursuant to Section 1(d)(i), or Mandatory Redemption pursuant to Section 1(d)(ii) paid in cash on or before any

Installment Date shall have the effect of adjusting the Repayment Schedule by reducing the Installment Amount of future payments coming

due in reverse chronological order (i.e., starting with the latest payments first).

(e)

Payment Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment

shall be made on the next succeeding Business Day.

(f)

Appraisal Holdback. Notwithstanding anything to the contrary in this Debenture, $12,500,000 of the Original Principal Amount funded

by the Holder on the Issuance Date (the “Holdback Amount”) shall be held by the Collateral Agent in an account as

cash collateral for the Company’s obligations under this Debenture until the Company delivers the Appraisal to the Holder and the

Collateral Agent. Promptly after delivery of the Appraisal, (i) if the Appraisal is satisfactory to the Collateral Agent and the Holder,

each in its sole discretion, the Holdback Amount shall be released from the lien of the Collateral Agent arising under this Section 1(f)

and delivered to an account designated by the Company (without limiting any lien on such account or funds under the Security Agreement

or any other Transaction Document), or (ii) if the Appraisal is not satisfactory to the Collateral Agent or the Holder, the Holder shall

have the option to apply the Holdback Amount to repay, at par and without payment of the Payment Premium, that portion of the Principal

equal to the Holdback Amount. If the Appraisal is not delivered within fourteen (14) days after the Issuance Date, it shall be deemed

not satisfactory, and clause (ii) above shall apply.

(2)

EVENTS OF DEFAULT.

(a)

An “Event of Default,” wherever used herein, means any one of the following events (whatever the reason and whether

it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any

order, rule or regulation of any administrative or governmental body) shall have occurred:

(i)

The Company’s failure to pay to the Holder any amount of Principal, Redemption Amount, Mandatory Redemption Amount, Payment Premium,

Interest, or other amounts when and as due under this Debenture or any other Transaction Document including any applicable Installment

Amount, within five (5) Business Days after such payment is due.

(ii)

(A) The Company or any Significant Subsidiary shall commence, or there shall be commenced against the Company or any Significant Subsidiary

any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company

or any Significant Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,

dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect relating to the Company

or any Significant Subsidiary, in any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty

one (61) days; (B) the Company or any Significant Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order

approving any such case or proceeding is entered; (C) the Company or any Significant Subsidiary suffers any appointment of any custodian,

private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed

for a period of sixty one (61) days; (D) the Company or any Significant Subsidiary makes a general assignment of all or substantially

all of its assets for the benefit of creditors; (E) the Company or any Significant Subsidiary shall fail to pay, or shall state that

it is unable to pay, or shall be unable to pay, its debts generally as they become due; (F) the Company or any Significant Subsidiary

shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; (G) the Company

or any Significant Subsidiary shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any

of the foregoing; or (H) any corporate or other action is taken by the Company or any Significant Subsidiary for the purpose of effecting

any of the foregoing;

(iii)

The Company or any Significant Subsidiary shall default, in any of its obligations under any note, debenture, mortgage, credit agreement

or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may

be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the

Company or any Significant Subsidiary in an amount exceeding $1,000,000, whether such indebtedness now exists or shall hereafter be created

and such default is not cured within the time prescribed by documents governing such indebtedness or, if no such time is prescribed,

within 30 Business Days of the default;

(iv)

A final judgment or judgments for the payment of money in excess of $1,000,000 in the aggregate are rendered against the Company and/or

any Significant Subsidiary and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled

or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment

which is covered by insurance or an indemnity from a creditworthy party shall not be included in calculating the amount set forth above

so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall

be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or

such Significant Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of

the issuance of such judgment;

(v)

The Common Shares shall cease to be quoted or listed for trading, as applicable, on any Principal Market for a period of ten (10) consecutive

Trading Days;

(vi)

The Company or any Pledgor shall be a party to any Change of Control Transaction except for a Change of Control Transaction in which

the Company repays all amounts outstanding pursuant to the terms of this Debenture simultaneously with or prior to the consummation of

such Change of Control Transaction;

(vii)

The Company’s (A) failure to deliver the required number of Common Shares to the Holder within two (2) Trading Days after the applicable

Share Delivery Date (and which failure is not a result of any action or inaction on the part of the Holder) or (B) notice, written or

oral, to any holder of this Debenture, including by way of public announcement, at any time, of its intention not to comply with a request

for conversion of all or a portion of this Debenture into Common Shares that is tendered in accordance with the provisions of this Debenture

at a time when the Holder is not in breach of any material term of the Purchase Agreement or this Debenture;

(viii)

The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined below) within five (5) Business

Days after such payment is due;

(ix)

The Company’s failure to timely file with the Commission any Periodic Report on or before the due date of such filing as established

by the Commission, it being understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under

Rule 12b-25 under the Exchange Act;

(x)

Any representation or warranty made or deemed to be made by or on behalf of the Company in or in connection with any Transaction Document,

or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any such representation

or warranty already qualified by materiality, such representation or warranty shall prove to have been incorrect) when made or deemed

made;

(xi)

(A) Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as

expressly permitted hereunder or thereunder, ceases to be in full force and effect; (B) the Company or any other Person contests in writing

the validity or enforceability of any provision of any Transaction Document; or (C) the Company denies in writing that it has any further

liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than in accordance with the

relevant termination provisions) or rescind any Transaction Document;

(xii)

The Company uses the proceeds of the issuance of this Debenture, whether directly or indirectly, and whether immediately, incidentally

or ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board, as in effect

from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for the purpose

of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose;

(xiii)

Any Event of Default, or any breach of any material term of any in any Transaction Document (other than this Debenture); or

(xiv)

The Company shall fail to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material

breach or default of any provision of this Debenture (except as may be otherwise covered by Sections (2)(a)(i) through (2)(a)(xiii) hereof)

or any other Transaction Document, which is not cured or remedied within the time prescribed or if no time is prescribed within thirty

(30) days;

(xv)

An event or circumstance has occurred which has had a Material Adverse Effect;

(xvi)

Any casualty, loss, damage, or destruction (whether or not covered by insurance), including as a result of fire, flood, storm, earthquake,

explosion, or other casualty event, shall occur with respect to the real property and improvements known as the Regent Bank Amphitheater

in Broken Arrow, Oklahoma (the “Amphitheater”) or any material portion thereof, and such casualty, loss, damage, or

destruction materially impairs the use, operation, or value of the Amphitheater; or

(xvii)

The Company or any Significant Subsidiary shall be delinquent in the payment of any amount due under any Permitted C-PACE Indebtedness

(as defined in the Purchase Agreement), subject to any cure periods set forth in the definitive documents governing the Permitted C-PACE

Indebtedness.

(b)

During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred (other than an event with respect

to the Company described in Section (2)(a)(ii)), the full unpaid Principal amount of this Debenture, together with the Payment Premium

in respect of such Principal Amount that was due and payable on the date of the Event of Default and all interest and other amounts owing

in respect of this Debenture to the date of acceleration, shall become, at the Holder’s election given by notice pursuant to Section

(5), immediately due and payable in cash; provided that, in the case of any event with respect to the Company described in Section (2)(a)(ii),

the full unpaid Principal amount of this Debenture, together with the Payment Premium in respect of such Principal Amount that was due

and payable on the date of the Event of Default and all accrued and unpaid interest and other amounts owing in respect of this Debenture

to the date of acceleration, shall automatically become due and payable, in each case without presentment, demand, protest or other notice

of any kind, all of which are hereby waived by the Company. The Holder need not provide, and the Company hereby waives, any presentment,

demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and

all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded

and annulled by the Holder in writing at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent

Event of Default or impair any right consequent thereon.

(3)

CONVERSION OF DEBENTURE. This Debenture shall be convertible into Common Shares, on the terms and conditions set forth in this

Section (3).

(a)

Conversion Right.

(i)

Subject to the limitations of Section (3)(c), at any time or times on or after the Issuance Date, for so long as this Debenture remains

outstanding, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and

nonassessable Common Shares in accordance with Section (3)(b), at $7.50 per Common Share, subject to adjustment as provided herein

(the “Fixed Price”).

(ii)

“Conversion Amount” means the portion of the Principal, Interest and the Payment Premium, or other amounts outstanding

under this Debenture to be converted, redeemed or otherwise with respect to which this determination is being made.

(iii)

“Conversion Price” means, as of any Conversion Date or other date of determination either the Fixed Price or, with

respect to an Alternate Conversion (as defined below) the Variable Price, as applicable.

(iv)

The number of Common Shares issuable upon conversion of any Conversion Amount pursuant to this Section (3)(a) shall be determined by

dividing (x) such Conversion Amount by (y) the Conversion Price. The Company shall not issue any fraction of a Common Share upon any

conversion. All calculations under this Section (3) shall be rounded to the nearest $0.001. If the issuance would result in the issuance

of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. The Company shall

pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon

conversion of any Conversion Amount.

(b)

Mechanics of Conversion.

(i)

Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”),

the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a

copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”)

to the Company and (B) if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service

for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture

in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of

a Conversion Notice (the “Share Delivery Date”), the Company shall, provided that the Transfer Agent is participating

in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer

agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder’s or its designee’s

balance account with DTC through its Deposit Withdrawal Agent Commission system, or if the Transfer Agent is not participating in the

DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate

or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall

be entitled, which certificates shall not bear any restrictive legend. If this Debenture is physically surrendered for conversion and

the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the

Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own

expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted. The Person or Persons

entitled to receive the Common Shares issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder

or holders of such Common Shares upon the transmission of a Conversion Notice.

(ii)

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable

Share Delivery Date to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number

of Common Shares to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (a “Conversion

Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares

to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving

from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request

and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price

(including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”),

at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii)

promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares to which the Holder

is entitled with respect to such Conversion Notice and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In

Price over the product of (A) such number of Common Shares multiplied by (B) the Closing Price on the Conversion Date. For the

avoidance of doubt, nothing herein shall limit the Holder’s right to pursue any other remedies available hereunder, at law or in

equity, including, without limitation, a decree of specific performance or injunctive relief.

(iii)

Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance

with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion

Amount represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice

may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder

and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such

other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon conversion.

(c)

Limitations on Conversions.

(i)

Beneficial Ownership. The Holder shall not have the right to convert any portion of this Debenture to the extent that after giving

effect to such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with

Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of Common Shares outstanding

immediately after giving effect to such conversion. Since the Holder will not be obligated to report to the Company the number of Common

Shares it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of Common Shares

in excess of 4.99% of the then outstanding Common Shares without regard to any other shares which may be beneficially owned by the Holder

or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section

will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section

applies, the determination of which portion of the Principal amount of this Debenture is convertible shall be the responsibility and

obligation of the Holder. If the Holder has delivered a Conversion Notice for a Principal amount of this Debenture that, without regard

to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount

hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted

to be converted on such Conversion Date in accordance with Section (3)(a) and, any Principal amount tendered for conversion in excess

of the permitted amount hereunder shall remain outstanding under this Debenture. The provisions of this Section may be waived by a Holder

(but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected

by any such waiver.

(ii)

Principal Market Limitation. Notwithstanding anything in this Debenture to the contrary, the Company shall not issue any Common

Shares upon conversion of this Debenture, or otherwise, if the issuance of such Common Shares, together with any Common Shares issuable

in connection with any other related transactions that may be considered part of the same series of transactions, would exceed the aggregate

number Common Shares that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or

regulations of NYSE American and shall be referred to as the “Exchange Cap,” except that such limitation shall not

apply if the Company’s stockholders have approved such issuances on such terms in excess of the Exchange Cap in accordance with

NYSE American Rule 713. For the avoidance of doubt, the Exchange Cap applicable under this clause (ii) equals 11,767,980 Common Shares.

(d)

Other Provisions.

(i)

All calculations under this Section (3) shall be rounded to the nearest $0.001 or whole share.

(ii)

So long as this Debenture remains outstanding, the Company shall have reserved from its duly authorized share capital, and shall have

instructed the Transfer Agent to irrevocably reserve, the maximum number of Common Shares issuable upon conversion of this Debenture

(assuming for purposes hereof that (x) this Debenture is convertible at the Floor Price as of the date of determination, and (y) any

such conversion shall not take into account any limitations on the conversion of the Debenture set forth herein (the “Required

Reserve Amount”)), provided that at no time shall the number of Common Shares reserved pursuant to this Section (3)(d)(ii)

be reduced other than pursuant to the conversion of this Debenture in accordance with their terms, and/or cancellation, or reverse stock

split. If at any time while this Debenture remains outstanding, the Company does not have a sufficient number of authorized and unreserved

Common Shares to satisfy the obligation to reserve for the issuance the Required Reserve Amount, the Company will promptly take all corporate

action necessary to propose to a meeting of its shareholders an increase of its authorized share capital necessary to meet the Company’s

obligations pursuant to this Debenture, and cause its board of directors to recommend to the shareholders that they approve such proposal.

The Company covenants that, upon issuance in accordance with conversion of this Debenture in accordance with its terms, the Common Shares,

when issued, will be validly issued, fully paid and nonassessable.

(iii)

Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (2) herein

for the Company’s failure to deliver certificates representing Common Shares upon conversion within the period specified herein

and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree

of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise

of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable

law.

(e)

Adjustment of Conversion Price upon Subdivision or Combination of Common Shares. If the Company, at any time while this Debenture

is outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Shares or any

other equity or equity equivalent securities payable in Common Shares, (ii) subdivide outstanding Common Shares into a larger number

of shares, (iii) combine (including by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (iv)

issue by reclassification of Common Shares any shares of capital stock of the Company, then the Fixed Price and the Floor Price shall

be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding

before such event and of which the denominator shall be the number of Common Shares outstanding after such event. Any adjustment made

pursuant to this Section shall become effective, in the case of a dividend distribution, immediately after the record date for the determination

of stockholders entitled to receive such dividend or distribution or, in the case of a subdivision, combination or re-classification,

and shall become effective immediately after the effective date of such subdivision, combination or re-classification.

(f)

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any

Fundamental Transaction pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to

or in exchange for Common Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that

the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Holder’s option, (i) in addition

to the Common Shares receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with

respect to such Common Shares had such Common Shares been held by the Holder upon the consummation of such Corporate Event (without taking

into account any limitations or restrictions on the convertibility of this Debenture) or (ii) in lieu of the Common Shares otherwise

receivable upon such conversion, such securities or other assets received by the holders of Common Shares in connection with the consummation

of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with

conversion rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate

with the Conversion Price. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required

Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without

regard to any limitations on the conversion or redemption of this Debenture.

(g)

Whenever the Conversion Price is adjusted pursuant to Section (3) hereof, the Company shall promptly provide the Holder with a written

notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(h)

In case of any (1) merger or consolidation of the Company or any Pledgor with or into another Person, or (2) sale by the Company or any

Pledgor of more than one-half of the assets of the Company in one or a series of related transactions, a Holder shall have the right

to (A) exercise any rights under Section 2(b), (B) convert the aggregate amount of this Debenture then outstanding into the shares of

stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Shares following such merger,

consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount of securities,

cash and property as the Common Shares into which such aggregate Principal amount of this Debenture could have been converted immediately

prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving

entity to issue to the Holder a convertible Debenture with a Principal amount equal to the aggregate Principal amount of this Debenture

then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture

shall have terms identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all of the

rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debenture was issued.

In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible

debentures shall be based upon the amount of securities, cash and property that each Common Shares would receive in such transaction

and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The terms of any such

merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash

and property set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply to

successive such events.

(i)

Alternate Conversions. In addition to any other remedies, the Holder shall have the right (but not the obligation): (i) in the

case of a Payment Failure, to convert, on one or more occasions all or part of the applicable Installment Amount at any time after such

Payment Failure has occurred at the Variable Price and (ii) in the case of any Event of Default, if such Event of Default has not been

cured or waived in writing by the Holder within 30 days after the occurrence thereof (such 30th day after the occurrence of

the Event of Default, the “Trigger Date”), to convert, on one or more occasions all or part of the Debenture at any

time after the Trigger Date and so long as the applicable the applicable Event of Default is continuing at the Variable Price until all

amounts outstanding under this Debenture have been repaid in full (in each case of (i) and (ii), an “Alternate Conversion”).

Any Alternate Conversion shall be effected in accordance with Section (3) (and subject to the limitations set out in Section (3)(c)(i)

and Section (3)(c)(ii)), but replacing the “Fixed Price” with the “Variable Price”, by designating in the Conversion

Notice delivered that the Holder is electing to use the Variable Price for such conversion. For the avoidance of doubt, the Holder’s

exercise of its right to effect Alternate Conversion under this Section 3(i) shall not be deemed an election of remedies with respect

to a Payment Failure or other Event of Default and shall not limit the Holder’s right to pursue any other remedies available to

it under this Debenture, the other Transaction Documents or under applicable laws.

(4)

REISSUANCE OF THIS DEBENTURE.

(a)

Transfer. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company

will forthwith issue and deliver upon the order of the Holder a new Debenture (in accordance with Section (4)(d)), registered in the

name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any

accrued and unpaid interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture (in accordance

with Section (4)(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance

of this Debenture, acknowledge and agree that, by reason of the provisions of Section (3)(b)(iii) following conversion or redemption

of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the

face of this Debenture.

(b)

Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,

theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking

by the Holder to the Company in customary form and substance and, in the case of mutilation, upon surrender and cancellation of this

Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section (4)(d)) representing the outstanding

Principal.

(c)

Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at

the principal office of the Company, for a new Debenture or Debentures (in accordance with Section (4)(d)) representing in the aggregate

the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as

is designated by the Holder at the time of such surrender.

(d)

Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms hereof, such new Debenture

(i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining

outstanding (or in the case of a new Debenture being issued pursuant to Section (4)(a) or Section (4)(c), the Principal designated by

the Holder which, when added to the Principal represented by the other new Debenture(s) issued in connection with such issuance, does

not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of such new Debenture), (iii)

shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture,

(iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance

Date.

(5)

NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must

be in writing by letter or electronic mail (“e-mail”) and will be deemed to have been delivered (i) upon receipt, when delivered

personally, (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, as applicable

or (iii) receipt, when sent by e-mail, and, in each case of the foregoing clauses (i), (ii) and (iii), properly addressed to the party

to receive the same. The addresses and e-mail addresses for such communications shall be:

to the Company, to:

Venu

Holding Corporation

1755

Telstar Drive, Suite 501

Colorado

Springs, Colorado 80920

Telephone:

(719) 895-5483

Attention:

Chief Executive Officer

E-Mail:

[●]

With

Copy to:

Dykema

Gosset PLLC

111

E. Kilbourn Avenue, Suite 1050

Milwaukee,

Wisconsin 53202

Attention:

Peter Waltz

E-Mail:

pwaltz@dykema.com

to the Holder:

II PN, Ltd

c/o

Yorkville Advisors Global, LLC

1012

Springfield Avenue

Mountainside,

NJ 07092

Attention:

Mark Angelo

With

copy to:

David

Fine, Esq.

c/o

Yorkville Advisors Global, LP

1012

Springfield Avenue

Mountainside,

NJ 07092

Email:

[●]

and

Haynes

and Boone, LLP

Rockefeller Plaza, 22nd Floor

New

York, New York 10112

Attention:

Greg Kramer, Esq.

Email:

greg.kramer@haynesboone.com

at such other address and/or e-mail address and/or to the attention of such other person as the recipient party has specified by written

notice given to each other party in accordance with this Section at least three (3) Business Days prior to the effectiveness of such

change. Written confirmation of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) electronically

generated by the sender’s email service provider containing the time, date, recipient email address or (c) provided by a nationally

recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt from a nationally recognized overnight

delivery service or receipt by e-mail in accordance with clause (i), (ii) or (iii) above, respectively.

(6)

Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute

and unconditional, to pay the Principal of, and interest and other charges (if any) on, this Debenture at the time, place, and rate,

and in the currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding,

the Company shall not and shall cause each of its Subsidiaries not to, without the consent of the Holder, enter into any agreement, arrangement

or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability of the Company

to perform its obligations under the this Debenture, including, without limitation, the obligation of the Company to make cash payments

hereunder.

(7)

This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right

to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other

proceedings of the Company, unless and to the extent converted into Common Shares in accordance with the terms hereof.

(8)

CHOICE OF LAW; VENUE; WAIVER OF JURY TRIAL

(a)

Governing Law. This Debenture and the rights and obligations of the Parties hereunder shall, in all respects, be governed by,

and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing

Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including

all matters of construction, validity and performance.

(b)

Jurisdiction; Venue; Service.

(i)

The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction

and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the

Governing Jurisdiction.

(ii)

The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal

jurisdiction exists, in any United States District Court in the Governing Jurisdiction selected by the Holder. The Company waives any

right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or

equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis

of improper venue or inconvenience of forum.

(iii)

Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or

otherwise, brought by the Company against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture,

or any other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The

Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder

against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought

such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived

unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The

Company agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation

or proceeding brought by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred

to a court located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring

or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract

or in tort or otherwise, against the Holder arising out of or based upon this Debenture or any matter relating to this Debenture, or

any other Transaction Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting

in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof,

and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims

in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to

the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any

such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment

or in any other manner provided by law.

(iv)

The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim,

action, litigation or proceeding by e-mail or the mailing of copies thereof by registered or certified mail postage prepaid, to it at

the e-mail address or physical address, as applicable, provided for notices in this Debenture, such service to become effective thirty

(30) days after the date of such e-mail or mailing, as applicable. The Company and the Holder each irrevocably waive any defense it may

have on the grounds of insufficient or improper service with respect to service of process effected in accordance with this Section (8)(b)(iv).

(v)

Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings

or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.

(c)

THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS DEBENTURE OR ANY MATTER

RELATING TO THIS DEBENTURE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS

A WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR

RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.

(d)

The Company expressly acknowledges and agrees that this Debenture constitutes an instrument for the payment of money only within the

meaning of section 3213 of the New York Civil Practice Law and Rules (“CPLR §3213”), and that upon any default

under or breach of the terms of this Debenture, the Holder may immediately commence an action by motion for summary judgment in lieu

of complaint without any further notice or demand. The Company irrevocably waives (i) any right to require the Holder to commence any

action by summons and complaint, (ii) any right to assert defenses, setoffs, counterclaims or delays in any CPLR §3213 proceeding

(other than the defense of full payment of any amount that the Holder seeks to recover), and (iii) any right to object to the sufficiency

of this Debenture as an instrument for the payment of money only within the meaning of CPLR §3213 and agrees not to assert that

this Debenture is not such an instrument. The Company agrees that all amounts due under this Debenture shall be deemed liquidated, unconditional

and immediately due and payable for purposes of CPLR §3213.

(9)

If the Company fails to comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees, costs

and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with

this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the

rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the

Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation

or enforcement of any rights or remedies of the Holder.

(10)

Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other

breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence

to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter

to insist upon strict adherence to that term or any other term of this Debenture. No provision of this Debenture may be waived or amended

other than by a written agreement signed by the parties to this Debenture.

(11)

If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if

any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the

applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company

covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim

or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying

all or any portion of the Principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter

in force, or which may affect the covenants or the performance of this Debenture, and the Company (to the extent it may lawfully do so)

hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,

delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such power

as though no such law has been enacted.

(12)

CERTAIN DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:

(a)

“Appraisal” means an appraisal of the real property and improvements known as the Regent Bank Amphitheater in Broken Arrow,

Oklahoma, prepared by a professional appraiser.

(b)

“Bloomberg” means Bloomberg Financial Markets.

(c)

“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United

States or a day on which banking institutions are authorized or required by law or other government action to close.

(d)

“Buy-In” shall have the meaning set forth in Section (3)(b)(ii).

(e)

“Buy-In Price” shall have the meaning set forth in Section (3)(b)(ii).

(f)

“Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual

or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether

through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%)

of the voting power of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible

securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or

over time of more than one-half of the members of the board of directors of the Company (other than as due to the death or disability

of a member of the board of directors) which is not approved by a majority of those individuals who are members of the board of directors

on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the

board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger,

consolidation or sale of fifty percent (50%) or more of the assets of the Company or any Subsidiary of the Company in one or a series

of related transactions with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party

or by which it is bound, providing for any of the events set forth above in (a), (b) or (c).

(g)

“Closing Price” means the price per share in the last reported trade of the Common Shares on a Principal Market or

on the exchange which the Common Shares are then listed as quoted by Bloomberg.

(h)

“Collateral Agent” has the meaning set forth in the Purchase Agreement.

(i)

“Commission” means the Securities and Exchange Commission.

(j)

“Common Shares” means the shares of common stock, par value $0.001, of the Company and stock of any other class into

which such shares may hereafter be changed or reclassified.

(k)

“Conversion Amount” shall have the meaning set forth in Section (3)(a)(ii).

(l)

“Conversion Date” shall have the meaning set forth in Section (3)(b)(i).

(m)

“Conversion Failure” shall have the meaning set forth in Section (3)(b)(ii).

(n)

“Conversion Notice” shall have the meaning set forth in Section (3)(b)(i).

(o)

“Conversion Price” shall have the meaning set forth in Section (3)(a)(iii).

(p)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(q)

“Floor Price” solely with respect to the Variable Price, shall mean $0.448 per Common Share.

(r)

“Fundamental Transaction” means any of the following: (1) the Company effects any merger or consolidation of

the Company with or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly

owned Subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially

all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another

Person) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their shares for other securities,

cash or property, or (4) the Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which

the Common Shares is effectively converted into or exchanged for other securities, cash or property.

(s)

“Installment Amount” shall have the meaning set forth in Section (1)(c).

(t)

“Installment Date” shall have the meaning set forth in Section (1)(c).

(u)

“Installment Principal Amount” shall have the meaning set forth in Section (1)(c).

(v)

“Payment Failure” means the Company’s failure to pay any Installment Amount on the applicable Installment Date.

(w)

“Payment Premium” means 15% of the principal amount being repaid or redeemed; provided, that the Payment Premium

shall increase to 20% of the principal amount being repaid or redeemed after the date that is 75 days following the Issuance Date.

(x)

“Periodic Reports” shall mean all of the Company’s reports required to be filed by the Company with the Commission

under applicable laws and regulations (including, without limitation, Regulation S-K), including annual reports (on Form 10-K), quarterly

reports (on Form 10-Q), and current reports (on Form 8-K), for so long as any amounts are outstanding under this Debenture, provided

that all such Periodic Reports include, when filed, all information, financial statements, audit reports (when applicable) and other

information required to be included in such Periodic Reports in compliance with all applicable laws and regulations.

(y)

“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government

or political subdivision thereof or a governmental agency.

(z)

“Principal Market” means any of The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq

Global Market or the Nasdaq Global Select Market, and any successor to any of the foregoing markets or exchanges.

(aa)

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(bb)

“Share Delivery Date” shall have the meaning set forth in Section (3)(b)(i).

(cc)

“Significant Subsidiary” shall have the meaning set forth in Item 210 of Regulation S-X (or any successor provision);

provided that, notwithstanding the foregoing, each of Sunset Ground at Broken Arrow, LLC, a Colorado limited liability company, and Sunset

at Broken Arrow, LLC, a Colorado limited liability company, shall be deemed a “Significant Subsidiary” for all purposes of

this Debenture. “Subsidiary” shall mean any Person in which the Company, directly or indirectly, (x) owns a majority

of the outstanding capital stock or holds a majority of the equity or similar interest of such Person or (y) controls or operates all

or substantially all of the business, operations or administration of such Person, and the foregoing are collectively referred to herein

as “Subsidiaries.”

(dd)

Intentionally omitted.

(ee)

“Trading Day” means a day on which the Common Shares are quoted or traded on a Principal Market on which the Common

Shares are then quoted or listed; provided, that in the event that the Common Shares are not listed or quoted, then Trading Day shall

mean a Business Day.

(ff)

“Transaction Document” means this Debenture and any and all other documents, agreements, instruments or other items

executed or delivered in connection with this Debenture or any of the foregoing.

(gg)

“Underlying Shares” means the Common Shares issuable upon conversion of this Debenture or as payment of interest in

accordance with the terms hereof.

(hh)

“Variable Price” means the lower of (A) the Fixed Price and (B) a price per share equal to 95% of the lowest daily

VWAP during the five consecutive Trading Days immediately preceding the Conversion Date, but not lower than the Floor Price.

(ii)

“VWAP” shall mean for any Trading Day, the volume weighted average price of the Common Shares on the Principal Market,

for such Trading Day as reported by Bloomberg L.P. through its “HP” function.

[Signature

Page Follows]

WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date

set forth above.

COMPANY:

VENU HOLDING CORPORATION

By:

/s/

Jay William Roth

Name:

Jay William Roth

Title:

Chief Executive Officer

Signature

Page to Senior Secured Convertible Debenture

ACKNOWLEDGED

AND AGREED:

HOLDER:

II PN, LTD.

By:

Yorkville

Advisors Global, LP

Its:

Investment

Manager

By:

Yorkville

Advisors Global II, LLC

Its:

General

Partner

By:

/s/

Matt Beckman

Name:

Matt

Beckman

Title:

Manager

Acknowledgement

to Senior Secured Convertible Debenture

EXHIBIT

CONVERSION

NOTICE

(To

be executed by the Holder in order to Convert the Debenture)

TO:

VENU HOLDING CORPORATION.

Via

Email:

The

undersigned hereby irrevocably elects to convert a portion of the outstanding and unpaid Conversion Amount of Debenture No. 1A

into Common Shares of VENU HOLDING CORPORATION, according to the conditions stated therein, as of the Conversion Date written

below.

Conversion

Date:

Principal

Amount to be Converted:

Accrued

Interest to be Converted:

Total

Conversion Amount to be converted:

Fixed

Price:

Variable

Price (if applicable):

Applicable

Conversion Price:

Number

of Common Shares to be issued:

Please

issue the Common Shares in the following name and deliver them to the following account:

Issue

to:

Broker

DTC Participant Code:

Account

Number:

Authorized

Signature:

Name:

Title:

EXHIBIT

REPAYMENT

SCHEDULE

Principal Amount:

$ 25,000,000

Issuance Date:

7/31/26

Installment

Date

Installment

Principal

Amount

Accrued

and

Unpaid

Interest

Payment

Premium

(15%/20%)

Installment

Amount

Earlier of first

C-PACE loan disbursement or 75th day after Issuance Date

$ 5,000,000

$ 750,000

$ 5,750,000

One month after earlier of

first C-PACE loan disbursement or 75thth day following Issuance Date

$ 5,000,000

$ 1,000,000

$ 6,000,000

Two months after earlier of first C-PACE loan

disbursement or 75 days following Issuance Date

$ 5,000,000

$ 1,000,000

$ 6,000,000

Three months after earlier of first C-PACE

loan disbursement or 75 days following Issuance Date

$ 5,000,000

$ 1,000,000

$ 6,000,000

Four months after earlier of first C-PACE

loan disbursement or 75 days following Issuance Date

$ 5,000,000

$ 1,000,000

$ 6,000,000

$ 25,000,000

$ -

$ 4,750,000

$ 29,750,000

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit

4.2

COMMON

STOCK PURCHASE WARRANT

VENU

HOLDING CORPORATION

Warrant

Shares: 1,000,000

Initial

Exercise Date: July 31, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance

of the $25,000,000 secured convertible debenture to the Holder (as defined below) of even date) (the “Debenture”),

YA II PN, LTD. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise

and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and

on or prior to 5:00 p.m. (New York City time) on July 31, 2031 (the “Termination Date”) but not thereafter, to subscribe

for and purchase from Venu Holding Corporation, a Colorado corporation (the “Company”), up to 1,000,000 shares (as

subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common

Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section

1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated

in this Section 1:

“1933

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in and construed under Rule 405 under the 1933 Act.

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock

is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and

expenses of which shall be paid by the Company.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company would entitle the holder thereof to acquire at any time Common Stock,

including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible

into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Pledgor”

shall have the meaning ascribed in the Securities Purchase Agreement.

“Registration

Statement” means the effective registration statement with the Commission on Form S-3 (File No. 333-291873), filed December

1, 2025 and declared effective December 8, 2025, including the preliminary prospectus supplement, the base prospectus, and any prospectus

supplement and all information, documents and exhibits filed with or incorporated by reference into such registration statement.

“Securities

Purchase Agreement” means the Securities Purchase Agreement, dated July 31, 2026, by and among the Company and the Buyers signatory

thereto.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York

Stock Exchange (or any successors to any of the foregoing).

“Transfer

Agent” means Colonial Stock Transfer, the current transfer agent of the Company, with a mailing address of 7840 S 700 E, Sandy,

Utah 84070, and any successor transfer agent of the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best

Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or

the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB

or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by

the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably

acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrants”

means this Warrant and any other Common Stock Purchase Warrants issued by the Company pursuant

to the Registration Statement and the Securities Purchase Agreement.

Section

2. Exercise.

a) Exercise

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on

or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted

by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank,

in either case in immediately available funds, unless the cashless exercise procedure specified in Section 2(c) below is specified in

the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee. The Company

shall have no obligation to inquire with respect to or otherwise confirm the authenticity of the signature(s) contained on any Notice

of Exercise nor the authority of the person so executing such Notice of Exercise. Notwithstanding anything herein to the contrary, the

Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares

available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company

for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial

exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the

effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant

Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such

purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The

Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following

the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given

time may be less than the amount stated on the face hereof.

b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $5.00, subject to adjustment hereunder (the

“Exercise Price”).

c) Cashless

Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained

therein is not available for the issuance of, or the resale of, the Warrant Shares to (or by) the Holder, then this Warrant may also

be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to

receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section

2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior

to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities

laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of

the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P.

(“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of

Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including

until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii)

the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of

Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such

Trading Day;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder;

and

(X) =

the number of Warrant Shares that would be issuable upon exercise

of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless

exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

1933 Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to

take any position contrary to this Section 2(c).

d) Mechanics of Exercise.

i. Delivery

of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer

Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust

Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such

system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the

Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate,

registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which

the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is

the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after

delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period

after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery

of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares

with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment

of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading

Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the

Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery

Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject

to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing

to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share

Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent

that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary

Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing,

with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which

may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares

subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant

Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless

exercise) is received by such Warrant Share Delivery Date.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other

respects be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by

its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares

of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating

the amounts payable to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing herein shall limit a Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise

of the Warrant as required pursuant to the terms hereof.

v. No

Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round up to the next whole share.

vi. Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other

incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and

such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith and the calculations required under this Section 2(e). To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes

a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of

Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

b) Intentionally

omitted.

c) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells

any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any

class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms

applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number

of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s

right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as

a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Pro

Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution

of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,

without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete

exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership

Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as

of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent

(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such

Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result

in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised

at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the

Holder has exercised this Warrant.

e) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Pledgor, directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in

one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the

Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares

for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or

more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions

effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which

the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,

in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby

such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the common

equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the

Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to

the occurrence of such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the

same consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder

of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without

regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the

Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration

issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price

among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then

the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such

Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor

(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other

Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably

satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at

the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written

instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital

stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise

of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an

exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value

of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of

shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior

to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon

the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this

Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant

and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor

Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the

Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume

all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if

the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance

of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has

sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs

prior to the Initial Exercise Date.

f) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g) Notice

to Holder.

i. Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly

deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number

of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common

Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall

authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock

of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification

of the Common Stock, any consolidation or merger to which the Company (or any of the Pledgors) is a party, any sale or transfer of all

or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash

or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of

the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall

appear upon the Warrant Register of the Company (unless such notice is filed with the Commission, which in such case, no additional notice

is required to be provided to the Holder), at least 10 calendar days prior to the applicable record or effective date hereinafter specified,

a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or

warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,

distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,

sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the

Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable

upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice

or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such

notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the

Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report

on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the

effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

h) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of

this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors

of the Company.

i) Appraisal

Holdback Reduction. If the Holder applies the Holdback Amount to repay a portion of the Principal pursuant to Section 1(f) of the

Debenture because the Appraisal is not satisfactory or is not timely delivered, then, effective automatically upon such repayment, the

number of Warrant Shares for which this Warrant is exercisable shall be reduced by fifty percent (50%), and the Exercise Price shall

not be affected by such reduction. Capitalized terms used in this Section 3(i) and not otherwise defined herein have the meanings given

to them in the Debenture.

Section

4. Transfer of Warrant.

a) Transferability.

This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of

this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay

any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute

and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an executed assignment form

to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder

for the purchase of Warrant Shares without having a new Warrant issued.

b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in

accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and

shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

Section

5. Miscellaneous.

a) No

Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set

forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to

Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required

to net cash settle an exercise of this Warrant.

b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized

Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

e) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and

construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of

law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,

Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is

not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient

venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,

the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f) No

Restrictive Legends. The Warrant Shares shall not contain or bear any restrictive legends or transfer restrictions of any kind whatsoever,

and, except as provided in Section 2(c), no legal opinion, other information or instructions shall be required of the Holder to exercise

this Warrant.

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of

this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material

damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,

but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting

any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.

Any and all notices or other communications or deliveries to be provided by the holders hereunder including, without limitation, any

Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service,

addressed to the Company, at Venu Holding Corporation, 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920, Telephone: (719)

895-5483, or such other email address or address as the Company may specify for such purposes by notice to the Holder. Any and all notices

or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail,

or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder

appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective

on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth

in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such

notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or

later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by

U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be

given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company

or any subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this

Warrant.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

VENU HOLDING CORPORATION

By:

/s/

Jay William Roth

Name:

Jay William Roth

Title:

Chief Executive Officer

Signature

Page to Common Stock Purchase Warrant

ACKNOWLEDGED AND

AGREED:

HOLDER:

YA II PN, LTD.

By:

Yorkville Advisors Global,

Its:

Investment Manager

By:

Yorkville Advisors Global

II, LLC

Its:

General Partner

By:

/s/ Matt Beckman

Name:

Matt Beckman

Title:

Manager

Acknowledgment

to Common Stock Purchase Warrant

NOTICE

OF EXERCISE

To: VENU

HOLDING CORPORATION

(1) The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment

shall take the form of (check applicable box):

[

] in lawful money of the United States; or

[

] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3) Please

issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature: _______________________________

Holder’s

Address: ________________________________

EX-4.3

Filename: ex4-3.htm · Sequence: 4

Exhibit

4.3

PLACEMENT

AGENT’S WARRANT

VENU

HOLDING CORPORATION

Warrant Shares: 200,000

Initial Exercise Date: July 31,

2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ThinkEquity LLC or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York

City time) on July 31, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Venu Holding

Corporation, a Colorado corporation (the “Company”), up to 200,000 shares (as subject to adjustment hereunder, the

“Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal

to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Engagement Letter with the Placement Agent.