Form 8-K

8-K — Venu Holding Corp

Accession: 0001493152-26-028510

Filed: 2026-06-12

Period: 2026-06-12

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

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2026-06-12

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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): June 12, 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.

June 12, 2026, Venu Holding Corporation (the “Company”) entered into an ATM Sales Agreement (the “Sales Agreement”)

with ThinkEquity LLC (the “Agent”) pursuant to which the Agent agreed to act as the Company’s sole sales agent with

respect to the offer and sale from time-to-time of shares of the Company’s common stock, par value $0.001 per share, having an

aggregate gross sales price of up to $250 million (the “Shares”).

Under

the Sales Agreement, the Sales Agent may sell the Shares in sales deemed to be an “at-the-market offering” as defined in

Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly

on or through the NYSE American Stock Exchange or any other existing trading market for the Common Stock, in negotiated transactions

at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted

by law. The Company may instruct the Sales Agent not to sell the Shares if the sales cannot be effected at or above the price designated

by the Company from time to time. Any Shares sold will

be issued pursuant to a shelf registration statement on Form S-3 (File No. 333-291873) (the “Registration Statement”), including

the prospectus contained within the Registration Statement, filed with the Securities and Exchange Commission (the “Commission”)

on December 1, 2025, and declared effective by the Commission on December 8, 2025, as well as a

prospectus supplement dated June 12, 2026.

The

Company has agreed to pay the Agent a commission of 3.0% of the gross sales price of any Shares sold in the offering. The

Company will also reimburse the Agent for certain specified expenses in connection with its services under the Sales Agreement.

The

Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions

of the Sales Agreement. However, the Company is not obligated to sell, and the Agent is not obligated to buy or sell, any Shares under

the Sales Agreement. As such, the Company cannot provide any assurances that it will sell any Shares under the Sales Agreement. The Company

also cannot provide assurances as to the price or amount of Shares that the Company sells or the dates on which any sales will take place.

The

Company or Agent may suspend or terminate the offering of Shares upon proper notice to the Agent, subject to certain conditions. The

Agent has agreed to use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares.

The Sales Agreement will automatically terminate when the sale of the Shares reaches an aggregate offering amount equal to $250 million,

or sooner if the Company or Agent terminates the Sales Agreement in accordance with the terms of the Sales Agreement.

The

Company made certain customary representations, warranties, and covenants to the Agent as described in the Sales Agreement, some of which

may be subject to limitations agreed upon by the Company and the Agent, such as a qualification on confidential disclosures that were

exchanged between the Company and the Agent in connection with the execution of the Sales Agreement. The Sales Agreement is not intended

to provide any other factual information about the Company. The representations, warranties, and covenants that the Company made are

for the sole benefits of the Company and Agent in connection with the Sales Agreement, such as to allocate risk between the Company and

the Agent. Furthermore, the Company made those representations, warranties, and covenants as of specific dates. The Company also agreed

to indemnify the Agent against certain liabilities, including liabilities under the Securities Act.

The

foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company is filing the opinion of its counsel, Dykema Gossett PLLC, relating to the legality

of the issuance and sale of the Shares as Exhibit 5.1 hereto, which is incorporated herein by reference and into the Registration Statement.

This

Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer

to buy any securities that may be sold pursuant to the Sales Agreement, nor shall there be any sale of securities in any state in which

such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

5.1

Opinion

of Dykema Gossett PLLC

10.1

ATM Sales Agreement dated June 12, 2026, between Venu Holding Corporation and ThinkEquity LLC.

23.1

Consent of Dykema Gossett PLLC (included in Exhibit 5.1).

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

VENU HOLDING CORPORATION

(Registrant)

Dated: June 12, 2026

By:

/s/ J.W. Roth

J.W. Roth

Chief Executive Officer and Chairman

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit

5.1

Dykema

Gossett PLLC

111

E. Kilbourn Ave.

Suite

1050

Milwaukee,

WI 53202

www.dykema.com

Tel:

414-488-7300

June

12, 2026

Board

of Directors

Venu

Holding Corporation

1755

Telstar Drive, Suite 501

Colorado

Springs, Colorado

RE:

Registration Statement on Form S-3 (File No. 333-291873)

Board

of Directors:

have acted as counsel to Venu Holding Corporation, a Colorado corporation (the “Company”), in connection with the Company’s

filing with the U.S. Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended (the “Securities Act”),

of the above-referenced Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”), the

base prospectus declared effective on December 8, 2025 (the “Base Prospectus”), and the prospectus supplement dated June

12, 2026 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) relating to the

proposed offering by the Company of up to $250,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”).

We understand that the Shares are proposed to be offered and sold by the Company through ThinkEquity LLC as sales agent (the “Agent”),

pursuant to an ATM Sales Agreement by and between the Agent and the Company (the “Sales Agreement”).

our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken

by the Company in connection with the preparation and filing of the Registration Statement, the Base Prospectus, the Prospectus Supplement,

the negotiation and execution of the Sales Agreement, and the authorization, issuance and sale of the Shares.

For

purposes of this opinion letter, we have examined originals or copies, certified or otherwise, of such corporate records, organizational

and governing documents, agreements, instruments, certificates of public officials or of officers or other representatives of the Company,

the Registration Statement (including any exhibits thereto), and such other documents as we have deemed appropriate, relevant, or necessary

as a basis for the opinions set forth below. We have

also reviewed such questions of law as we have deemed necessary or appropriate. In our examination

of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy

and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original

documents of all documents submitted to us as copies (including by facsimile or other electronic transmission).

As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have

not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context

of the foregoing.

This

opinion is limited to the Colorado Business Corporations Act, as amended and as currently in effect. We

express no opinion herein as to any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that

such other statutes, rules or regulations may have on the opinions expressed herein).

Based

on the foregoing we are of the opinion that, following (i) authorization by the Company’s Board of Directors or a duly authorized

pricing committee thereof, within the limitations established by resolutions duly adopted by the Board of Directors, of the terms pursuant

to which the Shares may be sold pursuant to the Sales Agreement, (ii) issuance of the Shares pursuant to placement instructions under

the Sales Agreement, consistent with the terms authorized in the above-mentioned resolutions of the Board of Directors or a duly authorized

pricing committee thereof, and (iii) receipt by the Company of the proceeds for the Shares sold pursuant to such terms and such placement

instructions, the Shares will be duly authorized, and when the Shares have been issued and sold in the manner described in the Registration

Statement, the Prospectus Supplement, and the Sales Agreement, the Shares will be validly issued, fully paid and non-assessable.

This

opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the

offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks

as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this letter.

hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm

under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this

consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act.

Very

truly yours,

/s/

Dykema Gossett PLLC

Dykema

Gossett PLLC

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

VENU

HOLDING CORPORATION

to $250,000,000

of Common Stock

ATM

Sales Agreement

June

12, 2026

ThinkEquity

LLC

State Street, 41st Floor

New

York, New York 10004

Ladies

and Gentlemen:

Venu

Holding Corporation, a Colorado corporation (the “Company”),

confirms its agreement (this “Agreement”) with ThinkEquity LLC

(the “Agent”), as follows:

Issuance and Sale of Shares. The Company agrees that, from time to time during

the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, shares

of common stock (the “Placement Shares”) of the Company, par

value $0.001 per share (the “Common Stock”); provided,

however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that

would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below)

pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of

Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the

Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under

Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock

for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum

Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the

limitations set forth in this Section 1 on the amount of Placement Shares issued

and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection

with such compliance. The offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement

(as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”),

although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue Common Stock.

The

Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities

Act”), and the rules and regulations thereunder (the “Securities

Act Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-291873), including a base

prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates

by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), and the rules and regulations

thereunder. The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement, which

prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus

Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part

of such registration statement, as supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time

to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base

prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the

Placement Shares. Except where the context otherwise requires, such registration statement(s), including all documents filed as part

thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently

filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement

pursuant to Rule 430B of the Securities Act Regulations, is herein called the “Registration

Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, the

Prospectus Supplement included in the Registration Statement, as it may be supplemented, if necessary, by a prospectus supplement, in

the form in which such prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the

Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es)

(as defined below), is herein called the “Prospectus.”

Any

reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be

deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated

Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated

Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to

the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer

to and include the filing after the date of this Agreement of any document under the Exchange Act on or after the most-recent effective

date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the

case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the

Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant

to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system

when used by the Commission (collectively, “EDGAR”).

-2-

Placements. Each time that the Company wishes to issue and sell Placement Shares

hereunder (each, a “Placement”), it will notify the Agent by

email notice (or other method mutually agreed to by the parties) of the number of Placement Shares to be issued, the time period during

which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and any minimum

price below which sales may not be made (a “Placement Notice”),

the form of which is attached hereto as Schedule 1. The Placement Notice shall

originate from any of the individuals from the Company set forth on Schedule 3

(with a copy to each of the other individuals from the Company listed on such schedule) and shall be addressed to each of the individuals

from the Agent set forth on Schedule 3, as such Schedule

3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until

(i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as

defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the

Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section

12. The amount of any discount, commission or other compensation to be paid by the Company to Agent in connection with the sale

of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule

2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect

to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline

such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event

of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Sale of Placement Shares by Agent. Subject to the provisions of Section

5(a), the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with

its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE American

(the “Exchange”), to sell the Placement Shares up to the amount

specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company

no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement

Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent

pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined

below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section

5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell

Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of

the Securities Act Regulations, including sales made directly on or through the Exchange or any other existing trading market for the

Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market

prices and/or any other method permitted by law. Notwithstanding the foregoing, (i) no sale may be made in a privately negotiated transaction

without the prior written consent of the Company and (ii) the Company represents that a vast majority of the sales pursuant to this Agreement

will be made to the public and not in privately negotiated transactions. “Trading

Day” means any day on which Common Stock is traded on the Exchange.

Suspension of Sales. The Company or the Agent may, upon notice to the other party

in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule

3, as such Schedule may be amended from time to time, if receipt of such correspondence is actually acknowledged by any of the

individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable email correspondence

to each of the individuals of the other party set forth on Schedule 3), suspend

any sale of Placement Shares (a “Suspension”); provided,

however, that such Suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold

hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections

7(l), 7(m), and 7(n)

with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees

that no such notice under this Section 4 shall be effective against any other party

unless it is made to one of the individuals named on Schedule 3 hereto, as such

Schedule may be amended from time to time. Notwithstanding any other provision of this Agreement, during any period in which the Company

is in possession of material non-public information, the Company and the Agent agree that (i) no sale of Placement Shares will take place,

(ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent shall not be obligated to sell or offer to sell

any Placement Shares.

-3-

Sale and Delivery to the Agent; Settlement.

Sale of Placement Shares. On the basis of the representations and warranties

herein contained and subject to the terms and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement

Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance

with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts

consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares up to the amount

specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can

be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to

the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use

its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell

such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares

on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company.

Settlement of Placement Shares. Unless otherwise specified in the applicable

Placement Notice, settlement for sales of Placement Shares will occur on the first (1st) Trading Day (or such earlier day

as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement

Date”). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement

Shares sold (the “Net Proceeds”) will be equal to the aggregate

sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation for such sales

payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees

imposed by any Governmental Authority in respect of such sales.

Delivery of Placement Shares. On or before each Settlement Date, the Company will,

or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s

account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement

Date) at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System or by such other means

of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered

shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account

designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable),

defaults in its obligation to deliver Placement Shares on a Settlement Date (through no fault of the Agent), the Company agrees that

in addition to and in no way limiting the rights and obligations set forth in Section

10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or reasonable expense (including reasonable

legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable)

and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such

default.

-4-

Denominations; Registration. Certificates for the Placement Shares, if any,

shall be in such denominations and registered in such names as the Agent may request in writing at least one full Business Day (as defined

below) before the Settlement Date. The certificates for the Placement Shares, if any, will be made available by the Company for examination

and packaging by the Agent in The City of New York not later than noon (New York time) on the Business Day prior to the Settlement Date.

Limitations on Offering Size. Under no circumstances shall the Company cause

or request the offer or sale of any Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate gross

sales proceeds of Placement Shares sold pursuant to this Agreement would exceed the lesser of (i) together with all sales of Placement

Shares under this Agreement, the Maximum Amount and (ii) the amount authorized from time to time to be issued and sold under this Agreement

by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified

to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant

to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors, a duly

authorized committee thereof or a duly authorized executive committee. Further, under no circumstances shall the Company cause or permit

the aggregate offering amount of Placement Shares sold pursuant to this Agreement to exceed the Maximum Amount.

Sales Through Agent. The Company agrees that any offer to sell, any solicitation

of an offer to buy, or any sales of Placement Shares shall only be effected by or through the Agent and only a single Agent, on any single

given date, and in no event shall the Company request that more than one Agent sell Shares on the same day.

Representations and Warranties of the Company. The Company represents and warrants

to, and agrees with Agent that as of the date of this Agreement and as of each Applicable Time (as defined below):

Registration Statement and Prospectus. Except as disclosed in the Registration

Statement or Prospectus (including the Incorporated Documents), the Company and the transactions contemplated by this Agreement meet

the requirements for and comply with the applicable conditions set forth in Form S-3 (including General Instructions I.A and I.B) under

the Securities Act. The Registration Statement has been filed with the Commission and was declared effective by the Commission under

the Securities Act on December 8, 2025. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan

of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the

use of the Registration Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer

and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material

respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration

Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed. Copies of the Registration

Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed

with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to Agent and its counsel.

The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement

Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration

Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented. The Common Stock

is registered pursuant to Section 12(b) of the Exchange Act and is currently listed on the Exchange under the trading symbol “VENU.”

The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under

the Exchange Act, delisting the Common Stock from the Exchange, nor has the Company received any notification that the Commission or

the Exchange is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all

applicable listing requirements of the Exchange.

-5-

No Misstatement or Omission. The Registration Statement, when it became effective,

and the Prospectus and any amendment or supplement thereto, on the date of the Prospectus, conformed and will conform in all material

respects with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such

date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or

becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to

be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto,

on the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or

omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not

misleading. The documents incorporated by reference in the Prospectus, or any Prospectus Supplement did not, and any further Incorporated

Documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material

fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in

light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from,

any such document made in reliance upon, and in conformity with, information furnished to the Company by Agent specifically for use in

the preparation thereof.

Conformity with Securities Act and Exchange Act. The Registration Statement, the

Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, and the documents incorporated by reference in

the Registration Statement, the Prospectus or any amendment or supplement thereto, when such documents were or are filed with the Commission

under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or

will conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.

-6-

Financial Information. The consolidated financial statements of the Company included

or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, together

with the related notes and schedules, present fairly, the financial position and the results of operations of the Company at the dates

and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted

accounting principles (“GAAP”), consistently applied throughout

the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected

to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included or incorporated

by reference in the Registration Statement present fairly the information required to be stated therein. The pro forma financial statements

and the related notes, if any, included or incorporated by reference in the Registration Statement and the Prospectus have been properly

compiled and prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange

Act and present fairly in all material respects the information shown therein, and the assumptions used in the preparation thereof are

reasonable, and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement

or the Prospectus under the Securities Act and the Exchange Act. All disclosures contained in the Registration Statement or the Prospectus,

or incorporated or deemed incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined

by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of

the Securities Act, to the extent applicable. Each of the Registration Statement and the Prospectus discloses all material off-balance

sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated

entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial

condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.

Except as disclosed in the Registration Statement and the Prospectus, since the date of the latest audited financial statements (i) neither

the Company nor any of its direct and indirect Subsidiaries, including each entity disclosed or described in the Registration Statement

and the Prospectus as being a subsidiary of the Company, has incurred any material liabilities or obligations, direct or contingent,

or entered into any material transactions other than in the ordinary course of business, (ii) the Company has not declared or paid any

dividends or made any distribution of any kind with respect to its capital stock, (iii) there has not been any change in the capital

stock of the Company or any of its Subsidiaries, other than in the course of business or any grants under any stock compensation plan,

and (iv) there has not been any material adverse change in the Company’s long-term or short-term debt.

Conformity with EDGAR Filing. The Prospectus delivered to Agent for use in connection

with the sale of the Placement Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted

to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T.

Organization. The Company and each of its Subsidiaries are duly organized, validly

existing as a corporation or limited liability company and in good standing under the laws of their respective jurisdictions of organization.

The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporation or limited liability company for transaction

of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or

the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority necessary

to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement and

the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually

or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on or affecting

the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or

results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation of the

transactions contemplated hereby (a “Material Adverse Effect”).

-7-

Subsidiaries. The subsidiaries set forth on Schedule

4 (collectively, the “Subsidiaries”), are the Company’s

only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission). Except as set forth

in the Registration Statement and in the Prospectus, the Company owns, directly or indirectly, all of the equity interests of the Subsidiaries

free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests

of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar rights. No Subsidiary is

currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s

capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such

Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.

No Violation or Default. Neither the Company nor any of its Subsidiaries is (i)

in violation of its charter or bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice

or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained

in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries

is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any

of its Subsidiaries are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental

Authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under

any material contract or other agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where

such default would reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change. Subsequent to the respective dates as of which information

is given in the Registration Statement, the Prospectus and the Free Writing Prospectuses, if any (including any document deemed incorporated

by reference therein), there has not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably

expects will result in a Material Adverse Effect , (ii) any transaction which is material to the Company and the Subsidiaries taken as

a whole, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company

or any Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock

(other than (A) the grant of additional stock, stock units and options under the Company’s existing equity incentive plans, (B)

changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares upon the settlement of stock

units or the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof,

(C) as a result of the issuance of Placement Shares, or (D) otherwise publicly announced) or outstanding long-term indebtedness of the

Company or any of its Subsidiaries or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the

Company or any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration

Statement or Prospectus (including any document deemed incorporated by reference therein).

-8-

Capitalization. The issued and outstanding shares of capital stock of the Company

have been validly issued, are fully paid and nonassessable and, other than as disclosed in the Registration Statement or the Prospectus,

are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding

capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than (A) the

grant of additional stock, stock units or options under the Company’s existing equity incentive plans, (B) changes in the number

of outstanding shares of Common Stock of the Company due to the issuance of shares upon the settlement of stock units or exercise or

conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof or (C) as a result of the

issuance of the Placement Shares) and such authorized capital stock conforms to the description thereof set forth in the Registration

Statement and the Prospectus. The description of the securities of the Company in the Registration Statement and the Prospectus is complete

and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement, the Prospectus or the Prospectus

Supplement, as of the date referred to therein, the Company does not have outstanding any options to purchase, or any rights or warrants

to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or

sell, any shares of capital stock or other securities.

Authorization; Enforceability. The Company has full legal right, power and authority

to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and

delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with

its terms, except (i) to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar

laws affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification and contribution provisions

of Section 10 hereof may be limited by federal or state securities laws and public policy considered in respect thereof.

Authorization of Placement Shares. The Placement Shares, when issued and delivered

pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized

executive committee, against payment therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable,

free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive

rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange

Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated

into the Prospectus.

No Consents Required. No consent, approval, authorization, order, registration

or qualification of or with any Governmental Authority is required for the execution, delivery and performance by the Company of this

Agreement, the issuance and sale by the Company of the Placement Shares, except for such consents, approvals, authorizations, orders

and registrations or qualifications as may be required under applicable state securities laws or by the bylaws and rules of the Financial

Industry Regulatory Authority (“FINRA”) or the Exchange in connection

with the sale of the Placement Shares by the Agent.

-9-

No Preferential Rights. Except as set forth in the Registration Statement and the

Prospectus, (i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”),

has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other

capital stock or other securities of the Company(other than upon the exercise of warrants to purchase Common Stock or upon the exercise

of options or settlement of stock units under equity compensation that may be granted from time to time under the Company’s existing

equity incentive plans), (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any

other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other

capital stock or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor to

the Company in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to

require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities of

the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether

as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby

or otherwise.

Independent Public Accounting Firm. Grassi & Co., CPAs, P.C. (the “Accountant”),

whose report on the consolidated financial statements of the Company is filed with the Commission as part of the Company’s most

recent Annual Report on Form 10-K filed with the Commission and incorporated by reference into the Registration Statement and the Prospectus,

are and, during the periods covered by their report, were an independent registered public accounting firm within the meaning of the

Securities Act and the Public Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is

not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”) with respect to the Company.

Enforceability of Agreements. All agreements between the Company and third parties

expressly referenced in the Prospectus are legal, valid and binding obligations of the Company enforceable in accordance with their respective

terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements

may be limited by federal or state securities laws or public policy considerations in respect thereof.

No Litigation. Except as set forth in the Registration Statement or the Prospectus,

there are no actions, suits or proceedings by or before any Governmental Authority pending, nor, to the Company’s knowledge, any

audits or investigations by or before any Governmental Authority, to which the Company or a Subsidiary is a party or to which any property

of the Company or any of its Subsidiaries is the subject that, individually or in the aggregate, if determined adversely to the Company

or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability

of the Company to perform its obligations under this Agreement , to the Company’s knowledge, no such actions, suits, proceedings,

audits or investigations are threatened or contemplated by any Governmental Authority or threatened by others; and (i) there are no current

or pending audits, investigations, actions, suits or proceedings by or before any Governmental Authority that are required under the

Securities Act to be described in the Prospectus that are not so described; and (ii) there are no contracts or other documents that are

required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.

-10-

Regulatory Filings and Permits. The Company and its Subsidiaries have such permits,

licenses, clearances, registrations, exemptions, patents, franchises, certificates of need and other approvals, consents and other authorizations

(“Permits”) issued by the appropriate domestic or foreign regional, federal, state, or local regulatory agencies or

bodies necessary to conduct the current business of the Company, or any other Permits issued by domestic or foreign regional, federal,

state, or local agencies or bodies engaged in the regulation of pharmaceuticals such as those being developed by the Company and its

Subsidiaries (collectively, the “Regulatory Permits”), except for any of the foregoing that would not reasonably be

expected to, individually or in the aggregate, to result in a Material Adverse Effect; the Company is in compliance in all material respects

with the requirements of the Regulatory Permits, and all of such Regulatory Permits are valid and in full force and effect; the Company

has not received any notice of proceedings relating to the revocation, termination, modification or impairment of rights of any of the

Regulatory Permits that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably

be expected to result in a Material Adverse Effect.

Intellectual Property. Except as disclosed in the Registration Statement and the

Prospectus, the Company and its Subsidiaries own or have obtained, valid and enforceable licenses for or otherwise has the rights to

use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names,

copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively,

the “Intellectual Property”), necessary for the conduct of their

respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights

to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in

the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the

Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual

Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging

the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts

which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s

knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property;

(v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company

and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others;

(vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims

for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application

described in the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with

the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such

agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties

or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably be expected

to result in a Material Adverse Effect.

-11-

Exchange Act Reports. The Company has filed in a timely manner all reports required

to be filed pursuant to Sections 13(a), 13(e), 14 and 15(d) of the Exchange Act during the preceding 12 months (or such shorter period

as time as required by the Exchange Act, except to the extent that Section 15(d) requires reports to be filed pursuant to Sections 13(d)

and 13(g) of the Exchange Act, which shall be governed by the next clause of this sentence); and the Company has filed in a timely manner

all reports required to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act since January 1, 2024.

Market Capitalization. At the time the Registration Statement was originally declared

effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met

or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General

Instruction I.B.6 of Form S-3. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been

a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current

Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting

its status as an entity that is not a shell company.

No Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted

on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases or any dividend, which defaults,

individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Company has not filed a report

pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i)

has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness

for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably

be expected to have a Material Adverse Effect.

Certain Market Activities. Neither the Company, nor any of the Subsidiaries, nor

to the Company’s knowledge, any of their respective directors, officers or controlling persons has taken, directly or indirectly,

any action designed, or that has constituted or would reasonably be expected to cause or result in, under the Exchange Act or otherwise,

the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares.

Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i)

is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii)

directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated

person of a member” (within the meaning set forth in the FINRA Manual).

-12-

No Reliance. The Company has not relied upon the Agent or legal counsel for the

Agent for any legal, tax or accounting advice in connection with the offering and sale of the Placement Shares.

Taxes. The Company and each of its Subsidiaries have filed all federal, state,

local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent

that such taxes have become due and are not being contested in good faith, except where the failure to so file or pay would not have

a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency

has been determined adversely to the Company or any of its Subsidiaries which has had, or would reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency,

penalty or assessment which has been or might be asserted or threatened against it which would have a Material Adverse Effect.

aa.

Title to Real and Personal Property. Except as set forth in the Registration Statement

or the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to all items of real property owned

by them, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them that

are material to the business of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances and claims, except

those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any

of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any

real or personal property described in the Registration Statement or Prospectus as being leased by the Company and any of its Subsidiaries

is held by them under valid, existing and enforceable leases, except those that (A) do not materially interfere with the use made or

proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually

or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with all

applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating

to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures

to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use

made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of

the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting,

the properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened,

except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made

of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, individually or in the aggregate.

-13-

bb.

Environmental Laws. Except as disclosed in the Registration Statement and the Prospectus

and except as would not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect, (A) none of the Company,

any of the Subsidiaries nor any of the properties of the Company is in violation of any Environmental Laws (as defined below), (B) the

Company, the Subsidiaries and the properties of the Company have all Permits required under any applicable Environmental Laws and are

each in compliance with their requirements, (C) there are no pending or, to the Company’s knowledge, threatened administrative,

regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or

proceedings relating to any Environmental Law or Hazardous Material (as defined below) against the Company or any of the Subsidiaries

or otherwise with regard to the properties of the Company, (D) there are no events or circumstances that would reasonably be expected

to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body

or agency, against or affecting the properties of the Company, the Company or any of the Subsidiaries relating to Hazardous Materials

or any Environmental Laws and (E) none of the properties of the Company is included or proposed for inclusion on the National Priorities

List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or on any similar list or inventory

issued by any other federal, state or local governmental authority having or claiming jurisdiction over such properties pursuant to any

other Environmental Laws. As used herein, “Hazardous Material” shall mean any flammable explosives, radioactive materials,

chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, mold, and any hazardous material as defined by or regulated

under any Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used

herein, “Environmental Law” shall mean any applicable foreign, federal, state or local law (including statute or common

law), ordinance, rule, regulation or judicial or administrative order, consent decree or judgment relating to the protection of human

health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or

wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,

42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Secs. 5101-5127,

the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986,

42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide

Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act),

33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of the above statutes may be amended

from time to time, and the regulations promulgated pursuant to any of the foregoing.

cc.

Disclosure Controls. The Company and each of its Subsidiaries maintain systems

of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s

general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity

with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance

with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing

assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control

over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial

reporting (other than as set forth in the Prospectus). Except as set forth in the Prospectus, since the date of the latest audited financial

statements of the Company included in the Prospectus, there has been no change in the Company’s internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial

reporting (other than as set forth in the Prospectus). The Company has established disclosure controls and procedures (as defined in

Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information

relating to the Company and each of its Subsidiaries is made known to the certifying officers by others within those entities, particularly

during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being

prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures

as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation

Date”). The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying

officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the

disclosure controls and procedures are effective (except as disclosed in the Prospectus). Since the Evaluation Date, there have been

no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Securities

Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s internal controls.

-14-

dd.

Sarbanes-Oxley. There is and has been no failure on the part of the Company or,

to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply in all material

respects with any applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Each of the principal

executive officer and the principal financial officer of the Company (or each former principal executive officer of the Company and each

former principal financial officer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the

Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it or furnished

by it to the Commission. For purposes of the preceding sentence, “principal executive officer” and “principal financial

officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.

ee.

Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred

any liability for any finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated,

except as may otherwise exist with respect to Agent pursuant to this Agreement.

ff.

No Investment Company Status. The Company is not and, after giving effect to the

offering and sale of the Placement Shares, will not be, required to register as an “investment company,” as defined in the

Investment Company Act of 1940, as amended.

gg.

Labor Disputes. No labor disturbance by or dispute with employees of the Company

or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in

a Material Adverse Effect.

hh.

Operations. The operations of the Company and its Subsidiaries are and have been

conducted at all times in compliance with applicable financial record keeping and reporting requirements of the Currency and Foreign

Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions to which the Company or its Subsidiaries

are subject, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or

enforced by any Governmental Authority (collectively, the “Money Laundering Laws”);

and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect

to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

-15-

ii.

Off-Balance Sheet Arrangements. There are no transactions, arrangements and other

relationships between and/or among the Company and/or any of its affiliates and any unconsolidated entity, including, but not limited

to, any structured finance, special purpose or limited purpose entity (each, an “Off-Balance

Sheet Transaction”) that could reasonably be expected to affect materially the Company’s liquidity or the availability

of or requirements for its capital resources, including those Off-Balance Sheet Transactions described in the Commission’s Statement

about Management’s Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61),

required to be described in the Prospectus which have not been described as required.

jj.

Underwriter or Agent Agreements. The Company is not a party to any agreement with

an agent or underwriter for any other “at the market” or continuous equity transaction.

kk.

ERISA. To the knowledge of the Company, each material employee benefit plan, within

the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),

that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company

and any of its Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes,

orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”);

no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in

a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative

exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated

funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of

the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits

accrued under such plan determined using reasonable actuarial assumptions.

ll.

Forward-Looking Statements. No forward-looking statement (within the meaning of

Section 27A of the Securities Act and Section 21E of the Exchange Act) (a “Forward-Looking

Statement”) contained in the Registration Statement, the Prospectus and the Prospectus Supplement has been made or reaffirmed

without a reasonable basis or has been disclosed other than in good faith.

mm.

Agent Purchases. The Company acknowledges and agrees that Agent has informed the

Company that the Agent may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Stock for

its own account while this Agreement is in effect, provided, that the Company shall not be deemed to have authorized or consented

to any such purchases or sales by the Agent.

nn.

Margin Rules. Neither the issuance, sale and delivery of the Placement Shares nor

the application of the proceeds thereof by the Company as described in the Registration Statement and the Prospectus will violate Regulation

T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

-16-

oo.

Insurance. (i) The Company carries or is entitled to the benefits of insurance,

with reputable insurers, in such amounts and covering such risks which the Company believes are adequate, including, but not limited

to, directors and officers insurance coverage at least equal to $5,000,000, and all such insurance is in full force and effect. The Company

has no reason to believe that it will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B)

to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and

at a cost that would not result in a Material Adverse Effect.

All policies, binders, slips, certificates, and other agreements of insurance, in effect as of the date hereof (including all applications,

supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company and any of its Subsidiaries

and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required

under applicable requirements of law, on forms approved by applicable insurance regulatory authorities or which have been filed and not

objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the requirements

of law applicable thereto and, as to premium rates established by the Company and its Subsidiaries that are required to be filed with

or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all

material respects, and such premiums comply in all material respects with the requirements of law applicable thereto.

ii.

The Company and its Subsidiaries are in compliance with all applicable solvency and risk-based capital ratios.

pp.

No Improper Practices. (i) Neither the Company nor the Subsidiaries, nor to the

Company’s knowledge, any director, officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge,

any agent, affiliate, or other person acting on behalf of the Company or any Subsidiary has, in the past five years, made any unlawful

contributions to any candidate for any political office (or failed fully to disclose any contribution in violation of applicable law)

or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other

person charged with similar public or quasi-public duty in violation of any applicable law or of the character required to be disclosed

in the Prospectus;; (ii) no relationship, direct or indirect, exists between or among the Company or any Subsidiary or, to the Company’s

knowledge, any affiliate of any of them, on the one hand, and the directors, officers and stockholders of the Company or any Subsidiary,

on the other hand, that is required by the Securities Act to be described in the Registration Statement, the Prospectus and the Prospectus

Supplement that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company or any Subsidiary

or, to the Company’s knowledge, any affiliate of them, on the one hand, and the directors, officers, or stockholders of the Company

or any Subsidiary, on the other hand, that is required by the rules of FINRA to be described in the Registration Statement and the Prospectus

that is not so described; (iv) except as described in the Registration Statement and the Prospectus, there are no material outstanding

loans or advances or material guarantees of indebtedness by the Company or any Subsidiary to or, to the Company’s knowledge, for

the benefit of any of their respective officers or directors or any of the members of the families of any of them; (v) the Company has

not offered, or caused any placement agent to offer, Common Stock to any person with the intent to influence unlawfully (A) a customer

or supplier of the Company or any Subsidiary to alter the customer’s or supplier’s level or type of business with the Company

or any Subsidiary or (B) a trade journalist or publication to write or publish favorable information about the Company or any Subsidiary

or any of their respective products or services, and (vi) neither the Company nor any Subsidiary nor any director, officer, or employee

of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate, or other person acting on behalf of the

Company or any Subsidiary has (A) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of

1977, as amended, or any other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption

Laws”), (B) promised, offered, provided, attempted to provide, or authorized the provision of anything of value, directly

or indirectly, to any person for the purpose of obtaining or retaining business, influencing any act or decision of the recipient, or

securing any improper advantage; or (C) made any payment of funds of the Company or any Subsidiary or received or retained any funds

in violation of any Anti-Corruption Laws.

-17-

qq.

Foreign Corrupt Practices Act. None of the Company and any of its Subsidiaries

or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any

other person acting on behalf of the Company and its Subsidiaries, has, directly or indirectly, given or agreed to give any money, gift

or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee

or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic

or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position

to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject

the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past,

might have had a Material Adverse Effect or (iii) if not continued in the future, might adversely affect the assets, business, operations

or prospects of the Company; or (iv) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended,

and the rules and regulations thereunder (collectively, the “FCPA”) or any applicable non-U.S. anti-bribery statute or regulation;

(v) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (vi) received notice of any investigation,

proceeding or inquiry by any Governmental Entity regarding any of the matters in clauses (i)-(v) above; and the Company and, to the knowledge

of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have instituted

and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance

therewith. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company

to comply in all material respects with the FCPA

rr.

Status Under the Securities Act. The Company was not and is not an ineligible issuer

as defined in Rule 405 under the Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with

the offering of the Placement Shares.

ss.

No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free

Writing Prospectus, as of its issue date and as of each Applicable Time (as defined in Section

23 below), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information

contained in the Registration Statement, the Prospectus or the Prospectus Supplement, including any incorporated document deemed to be

a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any

Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically

for use therein.

-18-

tt.

No Conflicts. Neither the execution of this Agreement, nor the issuance, offering

or sale of the Placement Shares, nor the consummation of any of the transactions contemplated herein and therein, nor the compliance

by the Company with the terms and provisions hereof and thereof will conflict with, or will result in a breach of, any of the terms and

provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition

of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any contract or other agreement

to which the Company may be bound or to which any of the property or assets of the Company is subject, except (i) such conflicts, breaches

or defaults as may have been waived and (ii) such conflicts, breaches and defaults that would not reasonably be expected to have a Material

Adverse Effect; nor will such action result (x) in any violation of the provisions of the organizational or governing documents of the

Company, or (y) in any material violation of the provisions of any statute or any order, rule or regulation applicable to the Company

or of any Governmental Authority having jurisdiction over the Company.

uu.

Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s

knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiary or any other person acting on behalf

of the Company and its Subsidiary, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of

the U.S. Department of the Treasury (“OFAC”), and the Company

will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds

to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently

subject to any U.S. sanctions administered by OFAC.

vv.

Stock Transfer Taxes. On each Settlement Date, all stock transfer or other taxes

(other than income taxes) which are required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder

will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully

complied with in all material respects.

ww.

Statistical and Market-Related Data. The statistical, demographic and market-related

data included in the Registration Statement, Prospectus or the Prospectus Supplement are based on or derived from sources that the Company

believes to be reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived

from such sources.

xx.

No Loans or Advances to Affiliates. There are no outstanding loans, advances (except

normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the

benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration

Statement and the Prospectus.

-19-

yy.

Market Manipulation. None of the Company and its directors, officers or controlling

persons have taken, directly or indirectly, any action intended, or which might reasonably be expected, to cause or result, under the

Securities Act or otherwise, in, or which has constituted, stabilization or manipulation of the price of any security of the Company

to facilitate the sale or resale of the Common Stock.

zz.

Cyber Security. Except as may be included or incorporated by reference in the Registration

Statement and the Prospectus, (x) to the Company’s knowledge, there has been no material security breach or other material compromise

of or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including

the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment

or technology (collectively, “IT Systems and Data”) and none

that would result in a legal or contractual obligation of the Company to notify any other person about such occurrence; and (y) the Company

has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material

security breach or other material compromise to their IT Systems and Data; (ii) the Company is presently in compliance with all material

applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory

authority, and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems

and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually

or in the aggregate, result in a Material Adverse Effect; and (iii) the Company has implemented backup and disaster recovery technology

consistent with the requirements set forth in the Company’s insurance policies.

Any

certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with

this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set

forth therein.

7. Covenants

of the Company.

The Company covenants and agrees with Agent that:

Registration Statement Amendments. After the date of this Agreement and during

any period in which a Prospectus relating to any Placement Shares is required to be delivered by Agent under the Securities Act (including

in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company

will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated

by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus or the Prospectus

Supplement has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement, the Prospectus

or the Prospectus Supplement or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon

the Agent’s request, any amendments or supplements to the Registration Statement, the Prospectus or the Prospectus Supplement that,

in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by

the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation

or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement

and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall

be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment

or supplement to the Registration Statement, the Prospectus or the Prospectus Supplement relating to the Placement Shares or a security

convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the

filing and the Agent has not objected thereto (provided, however, that the failure of the Agent to make such objection

shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations

and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with

respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will

furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference

into the Registration Statement, the Prospectus or the Prospectus Supplement, except for those documents available via EDGAR; and (iv)

the Company will cause each amendment or supplement to the Prospectus or the Prospectus Supplement to be filed with the Commission as

required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated

therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the

determination to file or not file any amendment or supplement with the Commission under this Section

7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

-20-

Notice of Commission Stop Orders. The Company will advise the Agent, promptly after

it receives notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending

the effectiveness of the Registration Statement, of the suspension of the qualification of the Placement Shares for offering or sale

in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its commercially

reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company

will advise the Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any

amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering

of the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing

Prospectus.

Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus

or the Prospectus Supplement relating to the Placement Shares is required to be delivered by the Agent under the Securities Act with

respect to the offer and sale of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to

Rule 172 under the Securities Act or similar rule), the Company will comply in all material respects with all requirements imposed upon

it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive

proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d)

or any other provision of or under the Exchange Act. If the Company has omitted any information from the Registration Statement pursuant

to Rule 430B under the Securities Act, it will use its commercially reasonable efforts to comply with the provisions of and make all

requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly of all such filings. If during such

period any event occurs as a result of which the Prospectus or the Prospectus Supplement as then amended or supplemented would include

an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the

circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement,

the Prospectus or the Prospectus Supplement to comply with the Securities Act, the Company will promptly notify the Agent to suspend

the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus

(at the expense of the Company) so as to correct such statement or omission or effect such compliance; provided, however, with

the Agent’s consent, that the Company may delay the filing of any amendment or supplement, if in the judgment of the Company, it

is in the best interest of the Company.

-21-

Listing of Placement Shares. Prior to the date of the first Placement Notice, the

Company will use its reasonable best efforts to cause the Placement Shares to be listed on the Exchange.

Delivery of Registration Statement and Prospectus and the Prospectus Supplement.

The Company will furnish to the Agent and its counsel (at the expense of the Company) copies of the Registration Statement, the Prospectus,

the Prospectus Supplement (including all documents incorporated by reference therein) and all amendments and supplements to the Registration

Statement, the Prospectus or the Prospectus Supplement that are filed with the Commission during any period in which a Prospectus or

the Prospectus Supplement relating to the Placement Shares is required to be delivered under the Securities Act (including all documents

filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably

practicable and in such quantities as the Agent may from time to time reasonably request and, at the Agent’s request, will also

furnish copies of the Prospectus and the Prospectus Supplement to each exchange or market on which sales of the Placement Shares may

be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus)

to the Agent to the extent such document is available on EDGAR.

Earning Statement. The Company will make generally available to its security holders

as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earning

statement covering a 12-month period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act, provided that

the Company will be deemed to have complied with such requirement by filing such earning statement on EDGAR.

Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus

Supplement in the section entitled “Use of Proceeds.”

-22-

Notice of Other Sales. Without the prior written consent of the Agent, the Company

will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common

Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common

Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the date on which any Placement Notice

is delivered to Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date

with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended

prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly

or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant

any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities

convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination

of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s

issuance or sale of (i) Common Stock, Common Stock units, options to purchase Common Stock or other equity awards or Common Stock issuable

upon the settlement of Common Stock units or the exercise of options, pursuant to any equity compensation plan, employee or director

stock option or benefits plan, stock ownership plan, employee stock purchase plan or dividend reinvestment plan (but not Common Stock

subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented,

(ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding,

and disclosed in filings by the Company available on EDGAR or otherwise in writing to the Agent and (iii) Common Stock or securities

convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or

strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes.

Change of Circumstances. The Company will, at any time during the pendency of a

Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact

that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the

Agent pursuant to this Agreement.

Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence

review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation,

providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s

principal offices, as the Agent may reasonably request.

Required Filings Relating to Placement of Placement Shares. The Company shall disclose,

in its quarterly reports on Form 10-Q and in its annual report on Form 10-K to be filed by the Company with the Commission from time

to time, the number of the Placement Shares sold through the Agent under this Agreement, and the net proceeds to the Company from the

sale of the Placement Shares pursuant to this Agreement during the relevant quarter or, in the case of an Annual Report on Form 10-K,

during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. The Company agrees that on such dates

as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph

of Rule 424(b) under the Securities Act (each and every filing date under Rule 424(b), a “Filing

Date”), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold

through the Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such Placement

Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were

effected as may be required by the rules or regulations of such exchange or market.

-23-

Representation Dates; Certificate. Prior to the date of the first Placement Notice

and each time the Company:

(i)

files the Prospectus Supplement relating to the Placement Shares or amend or supplement (other than a prospectus supplement relating

solely to an offering of securities other than the Placement Shares) the Registration Statement, the Prospectus or the Prospectus Supplement

relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of

documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;

(ii)

files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material

amendment to the previously filed Form 10-K);

(iii)

files its quarterly reports on Form 10-Q under the Exchange Act; or

(iv)

files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant

to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain

properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act

(each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation

Date”);

the

Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained

in such Form 8-K is material) with a certificate dated the Representation Date, in the form of Schedule 5 to this Agreement, modified,

as necessary, to relate to the Registration Statement, the Prospectus and the Prospectus Supplement as amended or supplemented. The requirement

to provide a certificate under this Section 7(l) shall be waived for any Representation

Date occurring at a time a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers

instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and

the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following

a Representation Date when a Suspension was in effect and did not provide the Agent with a certificate under this Section

7(l), then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares

pursuant to such instructions, the Company shall provide the Agent with a certificate in conformity with this Section

7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.

Legal Opinion. (i) Prior to the date of the first Placement Notice and (ii) within

three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to

Section 7(l) for which no waiver is applicable and excluding the date of this Agreement,

the Company shall cause to be furnished to the Agent a written opinion and negative assurance of Dykema Gossett PLLC (“Company

Counsel”) addressed to the Agent, in form and substance satisfactory to the Agent and its counsel; provided,

that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a

“Reliance Letter”) to the effect that the Agent may rely on

a prior opinion delivered under this Section 7(m) to the same extent as if it were

dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and

the Prospectus as amended or supplemented as of the date of the Reliance Letter).

-24-

Comfort Letter. (i) Prior to the date of the first Placement Notice and (ii) within

five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to

Section 7(l) for which no waiver is applicable and excluding the date of this Agreement,

the Company shall cause its independent registered public accounting firm to furnish the Agent letters (the “Comfort

Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section

7(n); provided, that if requested by the Agent, the Company shall cause a Comfort Letter to be furnished to the Agent within

ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement of the Company’s

financial statements. The Comfort Letter from the Company’s independent registered public accounting firm shall be in a form and

substance satisfactory to the Agent, (A) confirming that they are an independent registered public accounting firm within the meaning

of the Securities Act and the PCAOB, (B) stating, as of such date, the conclusions and findings of such firm with respect to the financial

information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with

registered public offerings (the first such letter, the “Initial Comfort Letter”)

and (C) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been

given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented

to the date of such letter.

Market Activities. The Company will not, directly or indirectly, (i) take any action

designed to cause or result in, or that constitutes or would reasonably be expected to constitute, the stabilization or manipulation

of the price of any security of the Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common

Stock in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agent.

No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance

by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives,

other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined

in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of

an offer to buy Placement Shares hereunder.

Blue Sky and Other Qualifications. The Company will use its commercially

reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, or to obtain an exemption for

the Placement Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or

foreign) as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution

of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that

the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer

in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any

jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt,

the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification

or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for

less than one year from the date of this Agreement).

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Sarbanes-Oxley Act. The Company and the Subsidiaries will maintain and keep accurate

books and records reflecting their assets and maintain internal accounting controls in a manner designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

GAAP and including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately

and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions

are recorded as necessary to permit the preparation of the Company’s consolidated financial statements in accordance with GAAP,

(iii) that receipts and expenditures of the Company are being made only in accordance with management’s and the Company’s

directors’ authorization, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company and the Subsidiaries

will maintain such controls and other procedures, including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley

Act, and the applicable regulations thereunder that are designed to ensure that information required to be disclosed by the Company in

the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods

specified in the Commission’s rules and forms, including, without limitation, controls and procedures designed to ensure that information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar

functions, as appropriate to allow timely decisions regarding required disclosure and to ensure that material information relating to

the Company or the Subsidiaries is made known to them by others within those entities, particularly during the period in which such periodic

reports are being prepared.

Secretary’s Certificate; Further Documentation. Prior to the date of the

first Placement Notice, the Company shall deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive

officer of the Company, dated as of such date, certifying as to (i) the Certificate of Incorporation of the Company, (ii) the Bylaws

of the Company, (iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of

this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement

and the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have

furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Renewal of Registration Statement. If, immediately prior to the third anniversary

of the initial effective date of the Registration Statement (the “Renewal Date”),

any of the Placement Shares remain unsold and this Agreement has not been terminated, the Company will, prior to the Renewal Date, file

a new shelf registration statement or, if applicable, an automatic shelf registration statement relating to the Common Stock that may

be offered and sold pursuant to this Agreement (which shall include a prospectus reflecting the number or amount of Placement Shares

that may be offered and sold pursuant to this Agreement), in a form satisfactory to the Agent and its counsel, and, if such registration

statement is not an automatic shelf registration statement, will use its reasonable best efforts to cause such registration statement

to be declared effective within 180 days after the Renewal Date. The Company will take all other reasonable actions necessary or appropriate

to permit the public offer and sale of the Placement Shares to continue as contemplated in the expired registration statement and this

Agreement. From and after the effective date thereof, references herein to the “Registration Statement” shall include such

new shelf registration statement or such new automatic shelf registration statement, as the case may be.

-26-

Payment of Expenses. The Company will pay all expenses incident to the performance

of its obligations under this Agreement, including, without limitaion, (i) all filing fees and communication expenses relating to the

registration of the Shares to be sold in the Offering with the Commission; (ii) all filing fees and expenses associated with the review

of the Offering by FINRA; (iii) all fees and expenses relating to the listing of such Shares on The Nasdaq Global Market, The Nasdaq

Global Market, The Nasdaq Global Select Market, the NYSE or the NYSE American and on such other stock exchanges as the Company and the

Agent together determine, including any fees charged by The Depository Trust Company (DTC) for new securities; (iv) all fees, expenses

and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such

states and other jurisdictions as the Agent may reasonably designate; (v) the costs of all mailing and printing of the Offering documents

(including, without limitation, the At-The-Market Sales Agreement, any Blue Sky Surveys), Registration Statements, Prospectuses and all

amendments, supplements and exhibits thereto; (vi) the costs of preparing, printing and delivering certificates representing the Shares;

(vii) fees and expenses of the transfer agent for the Common Stock; (viii) stock transfer and/or stamp taxes, if any, payable upon the

transfer of securities from the Company to the Agent; (ix) the fees and expenses of the Company’s accountants; (xi) the fees and

expenses of the Company’s legal counsel and other agents and representatives; and (xii) the fees and expenses of the Agent’s

legal counsel up to $75,000 (in addition, the Company shall reimburse the Agent upon request for such legal counsel costs, fees and expenses

in an amount not to exceed $7,500 on a quarterly basis for the Company’s first three fiscal quarters of each year and $10,000 for

the fiscal fourth quarter of each year).

Conditions to Agent’s Obligations. The obligations of the Agent hereunder

with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by

the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Agent of a due diligence

review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion)

of the following additional conditions:

Registration Statement Effective. The Registration Statement shall have become

effective and shall be available for the sale of all Placement Shares contemplated to be issued by any Placement Notice.

No Material Notices. None of the following events shall have occurred and be continuing:

(i) receipt by the Company of any request for additional information from the Commission or any other federal or state Governmental Authority

during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or

supplements to the Registration Statement, the Prospectus or the Prospectus Supplement; (ii) the issuance by the Commission or any other

federal or state Governmental Authority of any stop order suspending the effectiveness of the Registration Statement or the initiation

of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification

or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding

for such purpose; or (iv) the occurrence of any event that makes any statement of a material fact made in the Registration Statement,

the Prospectus or the Prospectus Supplement or any document incorporated or deemed to be incorporated therein by reference untrue or

that requires the making of any changes in the Registration Statement, the Prospectus or documents so that, in the case of the Registration

Statement, it will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein not misleading and, that in the case of the Prospectus and the Prospectus Supplement, it

will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to

make the statements therein, in the light of the circumstances under which they were made, not misleading.

-27-

No Misstatement or Material Omission. Agent shall not have advised the Company

that the Registration Statement, Prospectus or the Prospectus Supplement, or any amendment or supplement thereto, contains an untrue

statement of fact that in the Agent’s reasonable opinion is material, or omits to state a fact that in the Agent’s reasonable

opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Material Changes. Except as contemplated in the Prospectus or the Prospectus Supplement,

or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change in the authorized

capital stock of the Company or any Material Adverse Effect or any development that would reasonably be expected to cause a Material

Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed

securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its

rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action

by a rating organization described above, in the reasonable judgment of the Agent (without relieving the Company of any obligation or

liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement

Shares on the terms and in the manner contemplated in the Prospectus and the Prospectus Supplement.

Legal Opinions. The Agent shall have received the opinion of Company Counsel required

to be delivered pursuant to Section 7(m) on or before the date on which such delivery

of such opinions is required pursuant to Sections 7(m).

Comfort Letter. The Agent shall have received the Comfort Letter required to be

delivered pursuant to Section 7(n) on or before the date on which such delivery

of such Comfort Letter is required pursuant to Section 7(n).

Representation Certificate. The Agent shall have received the certificate required

to be delivered pursuant to Section 7(l) on or before the date on which delivery

of such certificate is required pursuant to Section 7(l).

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No Suspension. Trading in the Common Stock shall not have been suspended on the

Exchange and the Common Stock shall not have been delisted from the Exchange.

Other Materials. On each date on which the Company is required to deliver a certificate

pursuant to Section 7(l), the Company shall have furnished to the Agent such appropriate

further information, opinions, certificates, letters and other documents as the Agent may reasonably request. All such opinions, certificates,

letters and other documents will be in compliance with the provisions hereof.

Securities Act Filings Made. All filings with the Commission required by Rule 424

under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable

time period prescribed for such filing by Rule 424.

Approval for Listing. The Placement Shares shall either have been (i) approved

for listing on the Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an application for listing of the

Placement Shares on the Exchange at, or prior to, the issuance of any Placement Notice and the Exchange shall have reviewed such application

and not provided any objections thereto.

FINRA. If applicable, FINRA shall have raised no objection to the terms of this

offering and the amount of compensation allowable or payable to the Agent as described in the Prospectus.

No Termination Event. There shall not have occurred any event that would permit

the Agent to terminate this Agreement pursuant to Section 12(a).

10. Indemnification

and Contribution.

(a)

Company Indemnification. The Company agrees to indemnify and hold harmless the

Agent, its affiliates and their respective partners, members, directors, officers, employees and agents and each person, if any, who

controls the Agent or any affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(i)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon

any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto),

or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein

not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer

Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading;

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(ii)

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate

amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened,

or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided

that (subject to Section 10(d) below) any such settlement is effected with the

written consent of the Company, which consent shall not unreasonably be delayed or withheld; and

(iii)

against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating,

preparing or defending against any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened,

or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or

not a party), to the extent that any such expense is not paid under (i) or (ii) above,

provided,

however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising

out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the

Agent Information (as defined below).

(b)

Agent Indemnification. Agent agrees to indemnify and hold harmless the Company

and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company

within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim,

damage and expense described in the indemnity contained in Section 10(a), as incurred,

but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement

(or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment

or supplement thereto) in reliance upon and in conformity with information relating to the Agent and furnished to the Company in writing

by the Agent expressly for use therein. The Company hereby acknowledges that the only information that the Agent has furnished to the

Company expressly for use in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement

thereto) are the statements set forth in the seventh and eighth paragraphs under the caption “Plan of Distribution” in the

Prospectus (the “Agent Information”).

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(c)

Procedure. Any party that proposes to assert the right to be indemnified under

this Section 10 will, promptly after receipt of notice of commencement of any action

against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section

10, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission

so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified

party otherwise than under this Section 10 and (ii) any liability that it may have

to any indemnified party under the foregoing provision of this Section 10 unless,

and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If

any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying

party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly

after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly

notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the

indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified

party for any other legal expenses except as provided below and except for the reasonable costs of investigation subsequently incurred

by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such

action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment

of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably

concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different

from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel

to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have

the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed

counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable

time after receiving notice of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges

of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall

not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements

and other charges of more than one separate firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all

such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly

as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without

its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or

consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by

this Section 10 (whether or not any indemnified party is a party thereto), unless

such settlement, compromise or consent (1) includes an express and unconditional release of each indemnified party, in form and substance

reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim

and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified

party.

(d)

Settlement Without Consent if Failure to Reimburse. If an indemnified party

shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying

party agrees that it shall be liable for any settlement of the nature contemplated by Section

10(a)(ii) effected without its written consent if (1) such settlement is entered into more than 45 days after receipt by such

indemnifying party of the aforesaid request, (2) such indemnifying party shall have received notice of the terms of such settlement at

least 30 days prior to such settlement being entered into and (3) such indemnifying party shall not have reimbursed such indemnified

party in accordance with such request prior to the date of such settlement.

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(e)

Contribution. In order to provide for just and equitable contribution in circumstances

in which the indemnification provided for in the foregoing paragraphs of this Section

10 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company or

the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative,

legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding

or any claim asserted) to which the Company and the Agent may be subject in such proportion as shall be appropriate to reflect the relative

benefits received by the Company on the one hand and the Agent on the other hand. The relative benefits received by the Company on the

one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total net proceeds from the sale of the

Placement Shares (before deducting expenses) received by the Company bear to the total compensation received by the Agent from the sale

of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by

applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits

referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Agent, on the other hand,

with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof,

as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference

to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a

material fact relates to information supplied by the Company or the Agent, the intent of the parties and their relative knowledge, access

to information and opportunity to correct or prevent such statement or omission. The Company and the Agent agree that it would not be

just and equitable if contributions pursuant to this Section 10(e) were to be determined

by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to

herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in

respect thereof, referred to above in this Section 10(e) shall be deemed to include,

for the purpose of this Section 10(e), any legal or other expenses reasonably incurred

by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section

10(c) hereof. Notwithstanding the foregoing provisions of this Section 10(e),

the Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement and no person

found guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For

purposes of this Section 10(e), any person who controls a party to this Agreement

within the meaning of the Securities Act, any affiliates of the Agent and any officers, directors, partners, employees or agents of the

Agent or any of its affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer

of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to

the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such

party in respect of which a claim for contribution may be made under this Section 10(e),

will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party

or parties from whom contribution may be sought from any other obligation it or they may have under this Section

10(e) except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses

of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section

10(c) hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent

if such consent is required pursuant to Section 10(c) hereof.

-32-

11.

Representations and Agreements to Survive Delivery. The indemnity and contribution

agreements contained in Section 10 of this Agreement and all representations and

warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless

of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the Company (or any of their respective officers,

directors, employees or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any

termination of this Agreement.

12.

Termination.

The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since the

time of execution of this Agreement or since the date as of which information is given in the Prospectus or the Prospectus Supplement,

any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business,

properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or

not arising in the ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent is material

and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement

Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial

markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective

change in national or international political, financial or economic conditions, in each case the effect of which is such as to make

it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of

the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading

generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension

of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing,

(5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing,

or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without

liability of any party to any other party except that the provisions of Section 8

(Payment of Expenses), Section 10 (Indemnification and Contribution), Section

11 (Representations and Agreements to Survive Delivery), Section 17 (Governing

Law and Time; Waiver of Jury Trial) and Section 18 (Consent to Jurisdiction) hereof

shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in

this Section 12(a), the Agent shall provide the required notice as specified in

Section 13 (Notices).

The Company shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in its sole

discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party

except that the provisions of Section 8, Section

10, Section 11, Section 17

and Section 18 hereof shall remain in full force and effect notwithstanding such

termination.

The Agent shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in its sole

discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party

except that the provisions of Section 8, Section

10, Section 11, Section 17

and Section 18 hereof shall remain in full force and effect notwithstanding such

termination.

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This Agreement shall remain in full force and effect unless terminated pursuant to Sections

12(a), (b), or (c)

above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement

shall in all cases be deemed to provide that Section 8, Section

10, Section 11, Section 17

and Section 18 shall remain in full force and effect.

Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,

that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company,

as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares

shall settle in accordance with the provisions of this Agreement.

13.

Notices. All notices or other communications required or permitted to be given

by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent

to the Agent, shall be delivered to:

ThinkEquity

LLC

State Street, 41st Floor

New

York, New York 10004

Attn: Head of Investment Banking

E-mail:

notices@think-equity.com

with

a copy to:

Sheppard,

Mullin, Richter & Hampton LLP

Rockefeller Plaza

New

York, New York 10012

Attention:

Richard A. Friedman

E-mail

address: rafriedman@sheppard.com

and

if to the Company, shall be delivered to:

Venu

Holding Corporation

1755

Telstar Drive, Suite 501

Colorado

Springs, Colorado 80920

Attention:

J.W. Roth – Chief Executive Officer

Email:

***

with

a copy (which shall not constitute notice) to:

Dykema

Gossett PLLC

111

E. Kilbourn Ave., Suite 1050

Milwaukee,

WI 53202

Attn:

Peter Waltz, Esq.

Email:

Pwaltz@Dykema.com

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Each

party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address

for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally on or before 4:30 p.m.,

New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business

Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in

the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business

Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.

electronic communication (“Electronic Notice”) shall be deemed

written notice for purposes of this Section 13 if sent to the electronic mail address specified by the receiving party under separate

cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by

the receiving party (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent,

other than auto reply). Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a

nonelectronic form (“Nonelectronic Notice”) which shall

be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.

14.

Successors and Assigns. This Agreement shall inure to the benefit of and be binding

upon the Company and the Agent and their respective successors and the parties referred to in Section 10 hereof. References to any of

the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this

Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and

permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided

in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other

party; provided, however, that the Agent may assign its rights and obligations hereunder to an affiliate thereof without

obtaining the Company’s consent but shall provide notice of such assignment to the Company.

15.

Adjustments for Stock Splits. The parties acknowledge and agree that all share-related

numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected

with respect to the Placement Shares.

16.

Entire Agreement; Amendment; Severability; Waiver. This Agreement (including all

schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes

all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject

matter hereof, including without limitation the engagement letter agreement dated June [8], 2026 between the Company and the Agent. Neither

this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the

event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal

or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest

possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if

such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such

provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in

this Agreement. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay

in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof

preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

-35-

17.

GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED

BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED

TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY.

18.

CONSENT TO JURISDICTION. 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 WITH ANY TRANSACTION CONTEMPLATED HEREBY, 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 BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. 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 (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO

IT UNDER THIS AGREEMENT 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 MANNER PERMITTED BY LAW.

19.

Counterparts. This Agreement may be executed in two or more counterparts, each

of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed

Agreement by one party to the other may be made by facsimile or by electronic delivery of a portable document format (PDF) file (including

any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures

and Records Act or other applicable law, e.g., www.docusign.com).

20.

Construction. The section and exhibit headings herein are for convenience only

and shall not affect the construction hereof. References herein to any law, statute, ordinance, code, regulation, rule or other requirement

of any Governmental Authority shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of

any Governmental Authority as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and

also to all rules and regulations promulgated thereunder.

-36-

21.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees

that, unless it obtains the prior written consent of the Agent, and the Agent represents, warrants and agrees that, unless it obtains

the prior written consent of the Company, it has not made and will not make any offer relating to the Placement Shares that would constitute

an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405,

required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may

be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has

treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined

in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus,

including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto

agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are

Permitted Free Writing Prospectuses.

22.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction

contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company

or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand,

and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective

of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with

respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;

it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated

by this Agreement;

neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated

by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;

it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from

those of the Company and the Agent, and its affiliates have no obligation to disclose such interests and transactions to the Company

by virtue of any fiduciary, advisory or agency relationship or otherwise; and

it waives, to the fullest extent permitted by law, any claims it may have against the Agent or its affiliates for breach of fiduciary

duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent

and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such

a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or

creditors of Company.

-37-

23.

Definitions. As used in this Agreement, the following terms have the respective

meanings set forth below:

“Applicable

Time” means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement

and (iii) each Settlement Date.

“Governmental

Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental

authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,

tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision

of any of the foregoing.

“Issuer

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to

the Placement Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a

“written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission,

or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering

that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required

to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act Regulations.

“Rule

164,” “Rule 172,” “Rule

405,” “Rule 415,” “Rule

424,” “Rule 424(b),” “Rule

430B,” and “Rule 433” refer to such rules under

the Securities Act Regulations.

All

references in this Agreement to financial statements and schedules and other information that is “contained,” “included”

or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to

mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration

Statement or the Prospectus, as the case may be.

All

references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall

be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing

Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission)

shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements”

to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection

with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.

[Signature

Page Follows]

-38-

the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below

for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.

Very

truly yours,

VENU

HOLDING CORPORATION

By:

/s/

JW Roth

Name:

Roth

Title:

Chief

Executive Officer

ACCEPTED

as of the date first-above written:

THINKEQUITY

LLC

By:

/s/

Eric Lord

Name:

Eric

Lord

Title:

Head

of Investment Banking

SCHEDULE

Form

of Placement Notice

From:

Venu

Holding Corporation

To:

ThinkEquity

LLC

Attention:

[●]

Subject: Placement

Notice

Date: [●],

20[●]

Ladies

and Gentlemen:

Pursuant

to the terms and subject to the conditions contained in the ATM Sales Agreement by and between Venu Holding Corporation, a Colorado corporation

(the “Company”), and ThinkEquity LLC (“Agent”),

dated [●], 2026, the Company hereby requests that the Agent sell up to [●] of the Company’s common stock, par value

$0.001 per share, at a minimum market price of $[●] per share, during the time period beginning [month, day, time] and ending [month,

day, time].

SCHEDULE

Compensation

The

Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 3.0% of the

aggregate gross proceeds from each sale of Placement Shares.

SCHEDULE

Notice

Parties

The

Company

[●]

The

Agent

TradeNotices@think-equity.com

With

copies to:

DealTeam@think-equity.com

SCHEDULE

Subsidiaries

[Incorporated

by reference to Exhibit 21 of the Company’s most recently filed Form 10-K.]

SCHEDULE

Form

of Representation Date Certificate Pursuant to Section 7(l)

The

undersigned, the duly qualified and elected [●], of Venu Holding Corporation, a Colorado corporation (the “Company”),

does hereby certify in such capacity and on behalf of the Company, pursuant to Section

7(l) of the ATM Sales Agreement, dated [●], 2026 (the “Sales Agreement”),

by and between the Company and ThinkEquity LLC, that to the best of the knowledge of the undersigned:

of the date of this Certificate, (i) the Registration Statement does not contain any untrue

statement of a material fact or omit to state a material fact required to be stated therein

or necessary in order to make the statements therein not misleading and (ii) neither the

Registration Statement nor the Prospectus contain any untrue statement of a material fact

or omit to state a material fact required to be stated therein or necessary in order to make

the statements therein, in light of the circumstances under which they were made, not misleading

and (iii) no event has occurred as a result of which it is necessary to amend or supplement

the Prospectus in order to make the statements therein not untrue or misleading.

Each

of the representations and warranties of the Company contained in the Agreement were, when

originally made, and are, as of the date of this Certificate, true and correct in all material

respects.

Each

of the covenants required to be performed by the Company in the Agreement on or prior to

the date of the Agreement, this Representation Date, and each such other date as set forth

in the Agreement, has been duly, timely and fully performed in all material respects and

each condition required to be complied with by the Company on or prior to the date of the

Agreement, this Representation Date, and each such other date as set forth in the Agreement

or in the Waivers has been duly, timely and fully complied with in all material respects.

Subsequent

to the date of the most recent financial statements in the Prospectus, there has been no

Material Adverse Effect.

stop order suspending the effectiveness of the Registration Statement or of any part thereof

has been issued, and no proceedings for that purpose have been instituted or are pending

or threatened by any securities or other governmental authority (including, without limitation,

the Commission).

Dykema

Gossett PLLC and Sheppard, Mullin, Richter & Hampton LLP are entitled to rely on this certificate in connection with the respective

opinions such firms are rendering pursuant to the Sales Agreement. Capitalized terms used herein without definition shall have the meanings

given to such terms in the Sales Agreement.

[Signature

page follows]

VENU

HOLDING CORPORATION

By:

Name:

Title:

Date:

[●]

Exhibit

Permitted

Free Writing Prospectus

None.

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