Form 8-K

8-K — Venu Holding Corp

Accession: 0001493152-26-048581

Filed: 2026-10-26

Period: 2026-10-20

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-10.7 (ex10-7.htm)

EX-10.8 (ex10-8.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001770501

2026-10-20

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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): October 20, 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.

Venu

Holding Corporation (the “Company”) and certain of its subsidiaries entered into a series of agreements relating to

the continued development, financing, ownership, leasing, and operation of the Company’s open-air amphitheater and entertainment

complex under development in McKinney, Texas (“The Sunset McKinney”). The agreements were executed and delivered by

the parties on October 20, 2026 (the “Execution Date”) (notwithstanding the dates set forth therein). The agreements

effected the (i) amendment and restatement of the Company’s Chapter 380, Grant, and Development Agreement with the City of McKinney,

Texas (“McKinney”) and related municipal entities and (ii) sale-leaseback transaction with STORE Capital Acquisitions,

LLC (“STORE”) involving the approximately 46-acre tract of land (the “McKinney Parcel”) on which

The Sunset McKinney and related improvements are being developed (the “McKinney Sale-Leaseback”).

previously disclosed in a Current Report on Form 8-K filed on January 17, 2025 by the Company with the Securities and Exchange Commission

(the “SEC”), on January 14, 2025, the Company, through Sunset Ground at McKinney LLC, a wholly owned subsidiary of

the Company (“Sunset Ground”), closed on the purchase of the McKinney Parcel from the McKinney Economic Development

Corporation (“MEDC”) for an aggregate purchase price of $35,000,000, consisting of $10,000,000 in cash (the “Cash

Amount”) and $25,000,000 represented by a secured promissory note issued to MEDC (the “MEDC Note”). The

MEDC Note bears no interest, is subject to prepayment without penalty, is secured by a Deed of Trust conveying a first-priority lien

on the McKinney Parcel (the “MEDC Deed of Trust”), and is personally guaranteed, jointly and severally, by J.W. Roth,

the Company’s Chairman and Chief Executive Officer (the “Chairman”), and a third-party shareholder of the Company

(together with the Chairman, the “MEDC Note Guarantors”) pursuant to a Personal Guaranty (the “McKinney Guaranty”).

This

Current Report on Form 8-K (this “Current Report”) includes a summary of certain material terms of the agreements

relating to the transactions described above. Capitalized terms that are used but not defined in this Current Report have the meanings

given to them in the agreement identified in the applicable heading.

Amended

and Restated Chapter 380, Grant, and Development Agreement

the Execution Date, the Company entered into an Amended and Restated Chapter 380, Grant, and Development Agreement (the “A&R

Agreement”) with McKinney, MEDC, and the McKinney Community Development Corporation (“MCDC”; together with

MEDC and McKinney, the “City Parties”), effective as of April 16, 2024. The A&R Agreement amends and restates

in its entirety the original Chapter 380, Grant, and Development Agreement, dated April 16, 2024 (the “Original Agreement”),

entered into by the Company and the City Parties, as previously amended on October 15, 2024, December 3, 2024, October 6, 2025, and January

6, 2026 (the Original Agreement, together with all amendments thereto, the “Prior Agreement”). A description of the

Prior Agreement is set forth under the heading “Public-Private Partnership in McKinney, Texas” in the Company’s Annual

Report on Form 10-K, filed with the SEC on March 31, 2026.

The

A&R Agreement supersedes and replaces the Prior Agreement without affecting any rights, obligations, liabilities, defaults, claims,

or causes of action that accrued before the Execution Date and preserves the lien priority and superiority established by the recording

of the Original Agreement. The A&R Agreement consolidates the Original Agreement and its four prior amendments into a single operative

instrument, reflects the City Parties’ consent to the McKinney Sale-Leaseback, establishes the terms and conditions governing that

transaction, and makes certain other modifications to the terms of the Prior Agreement in connection with the foregoing. Under the A&R

Agreement, the Company remains responsible for the development, construction, operation, and maintenance of The Sunset McKinney.

The

A&R Agreement modifies certain terms related to the purchase price for the McKinney Parcel. Under the A&R Agreement, the MEDC

Note will be due and payable by the Company in full on the earlier of (i) 30 days following the Company’s receipt of a Temporary

Certificate of Occupancy (a “TCO”), or (ii) the expiration of the Guarantor Cure Period (or if the Guarantor Cure

Period is never invoked, then 30 days following the occurrence of an Owner Default). Notwithstanding the foregoing, the Company expects

that amounts repaid under the MEDC Note will be reimbursed to the Company and its obligations under the MEDC Note will be forgiven, as

discussed below. The A&R Agreement also required Sunset Operations at McKinney, LLC (“Sunset Operations”), a wholly

owned subsidiary of the Company, to enter into a Security Agreement with the City Parties concurrently with the execution and delivery

of the A&R Agreement (the “Security Agreement”), pursuant to which Sunset Operations granted the City Parties

a security interest in certain assets and personal property constituting revenues, receipts, income, and proceeds arising from or attributable

to the operations, activities, and interests of Sunset Operations in connection with The Sunset McKinney, including all of Sunset Operations’

right, title, and interest in and to all rents, event revenues, parking revenues, ticket revenues, concession revenues, sponsorship revenues,

suite revenues, naming rights revenues, and licensing fees generated by or from The Sunset McKinney, as collateral securing the MEDC

Note and all obligations and liabilities of the Company, Sunset Ground, and any debtor, owing to the City Parties, under, by virtue of,

or in connection with the A&R Agreement. The A&R Agreement further requires the Company to cause all revenues derived from The

Sunset McKinney to be transferred to Sunset Operations pursuant to one or more written agreements.

Pursuant

to the Prior Agreement, MEDC was required to invest the $10,000,000 Cash Amount portion of the purchase price in a public fund investment

pool or other investment instrument and to pay the interest received on such investment (the “Accrued Interest”) to

the Company. Under the A&R Agreement, MEDC continued to invest the Cash Amount and pay the Accrued Interest to the Company until

the Investment Termination Date, which occurred on the Execution Date upon the closing of the sale of the McKinney Parcel to STORE (the

“Land Sale”) as part of the McKinney Sale-Leaseback. Upon the closing of the Land Sale, (i) MEDC became entitled to

retain the Cash Amount, which the Company expects will ultimately be reimbursed as discussed below, and is no longer obligated to invest

it or pay Accrued Interest to the Company, and (ii) consistent with the Prior Agreement, the Company is obligated to repay all Accrued

Interest previously received from MEDC from the date the Cash Amount was first invested through the Investment Termination Date, with

such repayment to be made via the allocation of certain Ticket Fee revenues between the parties.

Although

MEDC became entitled to retain the Cash Amount upon the closing of the Land Sale and the MEDC Note may become due and payable, consistent

with the Prior Agreement, the A&R Agreement provides that MEDC will reimburse the Company for the full $35,000,000 purchase price

paid by the Company for the McKinney Parcel, including the $10,000,000 Cash Amount paid by the Company in January 2025 at the initial

closing of the sale and the $25,000,000 principal amount repaid by the Company under the MEDC Note, within 30 days following the Company’s

receipt of (i) a TCO by December 3, 2027, the date that is 36 months after the date of Entitlement, or (ii) if a TCO is not received

by such deadline, a Certificate of Occupancy (a “CO”), which the Company must obtain by June 3, 2028, the date that

is 42 months after the date of Entitlement, to avoid an Owner Default. Accordingly, although the MEDC Note may become due and payable, upon the Company’s receipt of a TCO

or a CO by the deadlines prescribed in the A&R Agreement, MEDC will reimburse the Company for the $10,000,000

Cash Amount and the $25,000,000 principal amount repaid under the MEDC Note a Certificate of Occupancy by certain deadlines then the

$10,000,000 cash payment made by the Company in January 2025 at the initial closing will be reimbursed to the Company. Accordingly, upon

the Company’s timely satisfaction of the TCO or CO requirements, the Company will be entitled to reimbursement of the full $35,000,000

purchase price that it paid for the McKinney Parcel, notwithstanding MEDC’s current entitlement to retain the Cash Amount following

the Land Sale and the Company’s obligation to repay the MEDC Note. In connection with such reimbursement, MEDC will also release

the Company and the MEDC Note Guarantors from their respective obligations under the MEDC Note, the MEDC Deed of Trust, the Collateral

Assignment of Rents, and the Personal Guaranty.

Among

other terms, the A&R Agreement: (i) acknowledges the Company’s satisfaction of certain project planning, design, and construction-related

requirements under the Prior Agreement relating to the development of The Sunset McKinney; (ii) makes certain adjustments to the terms

of the contributions and financial incentives that are payable by the City Parties to the Company, including imposing an aggregate $3,000,000

cap on certain annual operations incentives payable during the five-year period comprising years 12 through 16 following the date of

the first Commercial Event at The Sunset McKinney, revising certain minimum annual paid-attendance requirements that, together with existing

minimum annual Commercial Event requirements, must be satisfied for the Company to receive certain financial incentives from the City

Parties, and reducing the amount of the Separated Materials Tax Grant that McKinney must pay to the Company; (iii) modifies the Company’s

right to contest certain property-tax assessments, including restricting the Company’s ability to challenge property valuations

at or below $220,000,000 (the total anticipated development budget for The Sunset McKinney) without McKinney’s prior written consent,

with such restrictions applying to the aggregate appraised value of the Ground Estate and Improvements Estate following the closing of

the Land Sale; and (iv) confirms the Company’s continued full and exclusive control over the management and operation of The Sunset

McKinney.

connection with the McKinney Sale-Leaseback, the A&R Agreement: (i) recognizes the allocation of ownership interests in the McKinney

Parcel and the improvements thereon resulting from the McKinney Sale-Leaseback, pursuant to which STORE owns the fee simple estate in

the McKinney Parcel, the Horizontal Improvements, and related property interests (collectively, the “Ground Estate”),

while Sunset Ground holds a leasehold interest in the Ground Estate and retains ownership of the Vertical Improvements (the “Improvements

Estate”); (ii) establishes certain conditions to the City Parties’ consent to the McKinney Sale-Leaseback, including

(1) the execution, delivery, and recording (as applicable) of certain related agreements and security documents, including the First

Amendment to the MEDC Deed of Trust, which restructures the collateral securing the MEDC Note to provide MEDC with a first-priority lien

on Sunset Ground’s leasehold interest in the Ground Estate and ownership interest in the Improvements Estate, a Collateral Assignment

of Rents securing MEDC’s rights to certain rents, and a Recognition Agreement (as defined below); (2) the Company’s agreement

to pay certain fees and expenses incurred by the City Parties in negotiating and approving the A&R Agreement and the McKinney Sale-Leaseback;

and (3) the Company’s delivery of evidence demonstrating that all revenues derived from The Sunset McKinney’s operations

will be transferred to Sunset Operations; and (iii) expands the events constituting an Owner Default to include certain defaults by the

Company and certain of its affiliates and subsidiaries under agreements related to the McKinney Sale-Leaseback and the Company’s

obligations to maintain control over the Complex Site, the Project Improvements, the McKinney Parcel, or Sunset Ground, subject to notice

and cure periods. In the event of an Owner Default, the A&R Agreement provides the MEDC Note Guarantors with a one-time right (subject

to certain notice and election requirements) to invoke a Guarantor Cure Period, during which the MEDC Note Guarantors have 60 days to

cure the default.

The

foregoing descriptions of the A&R Agreement and the Security Agreement do not purport to be complete and are qualified in their entirety

by reference to the full text of the A&R Agreement and the Security Agreement, which are filed as Exhibit 10.1 and 10.2, respectively,

to this Current Report.

Purchase

and Sale Agreement

effectuate the Land Sale component of the McKinney Sale-Leaseback, Sunset Ground and STORE entered into a Purchase and Sale Agreement,

dated October 19, 2026 (the “McKinney PSA”), pursuant to which Sunset Ground sold to STORE the Land, Horizontal Improvements

and other Property interests described in the McKinney PSA for a purchase price of $60,000,000 (the “Purchase Price”),

while retaining ownership of the Vertical Improvements on the McKinney Parcel during the term of the Ground Lease. In connection with

the closing of the Land Sale, Sunset Ground caused the release, discharge, or removal of certain existing liens, leases, mortgages, and

other encumbrances on the McKinney Parcel, except that, as permitted under the McKinney PSA, the MEDC Deed of Trust was amended pursuant

to the First Amendment thereto to limit MEDC’s collateral to Sunset Ground’s leasehold interest in the Ground Estate and

ownership interest in the Improvements Estate.

Ground

Lease Agreement

Concurrently

with entering the McKinney PSA, Sunset Ground and STORE also entered into a Ground Lease Agreement, dated October 19, 2026 (the “Ground

Lease”), pursuant to which STORE, in its capacity as the lessor, leases the McKinney Parcel to Sunset Ground, in its capacity

as the lessee, for a 99-year lease term (the “Term”), thereby effecting the leaseback component of the McKinney Sale-Leaseback

transaction. The initial Annual Base Rental amount under the Ground Lease is $5,700,000, payable by Sunset Ground to STORE in monthly

installments and subject to periodic increases throughout the Term on the dates specified in the Ground Lease. Concurrently with the

delivery of the Ground Lease, Sunset Ground was required to deposit with STORE an amount equal to six months of Base Monthly Rental under

the Ground Lease, plus six months of Taxes and property insurance costs payable by Sunset Ground (the “Deposit”).

The

Ground Lease includes an option for Sunset Ground to repurchase the McKinney Parcel, and sets forth the terms and conditions by which

the purchase option may be exercised.

Under

the Ground Lease, Sunset Ground is responsible for the development, design, construction, maintenance, and repair of The Sunset McKinney

and attendant facilities (collectively, the “Initial Improvements”). Sunset Ground is required to complete the construction

of the Initial Improvements and obtain a temporary certificate of occupancy authorizing the use of the Initial Improvements for their

intended purpose by December 4, 2027.

The

Ground Lease also contains customary terms concerning use, maintenance, taxes, insurance, casualty, condemnation, environmental matters,

inspection rights, assignment and subletting, Events of Default, remedies, indemnification, and other covenants of the parties.

Guaranty

Agreements

The

Company and its Chairman provided separate Unconditional Guaranty of Payment and Performance agreements, each dated October 19, 2026

(the “Company’s Lease Guaranty” and the “Chairman’s Lease Guaranty,” respectively),

for the benefit of STORE, guaranteeing specified obligations of Sunset Ground under the Ground Lease; provided that the Chairman’s

Lease Guaranty may terminate after the fifth anniversary of the Execution Date if the specified financial conditions and other requirements

are satisfied. The Company’s Lease Guaranty does not contain the same termination

right. As consideration for personally guaranteeing Sunset Ground’s obligations under the Ground Lease, on the Execution Date,

the Company issued to an entity owned and controlled by the Chairman a five-year warrant (the “Warrant”) exercisable

to acquire 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),

at an exercise price of $1.20 per share, the closing price of the Common Stock on the issuance date. The Company also agreed to pay the

Chairman a guarantee fee, fully indemnify him for any obligations under the Chairman’s Lease Guaranty and provide security for

the Chairman’s Lease Guaranty.

connection with the A&R Agreement and the MEDC Note, the MEDC Note Guarantors reaffirmed their existing personal guaranties by each

delivering an Amended and Restated Personal Guaranty to MEDC. The personal guaranties of the MEDC Note Guarantors remain in full force

and effect and were not released, discharged, or impaired by the McKinney Sale-Leaseback or any transaction documents related thereto.

Amended

and Restated Ground Lease and Operations Sublease Agreements

connection with the McKinney Sale-Leaseback, on the Execution Date, Sunset Ground and Sunset at McKinney, LLC, a majority-owned subsidiary

of the Company over which the Company exercises total voting control, entered into an Amended and Restated Ground Lease Agreement, pursuant

to which Sunset Ground, as landlord, leases the Improvements Estate to Sunset at McKinney, LLC, as tenant. In addition, Sunset at McKinney,

LLC and Sunset Operations entered into an Amended and Restated Operations Sublease Agreement, pursuant to which Sunset at McKinney, LLC,

as landlord, subleases the Improvements Estate to Sunset Operations, as tenant (such agreements, collectively, the “A&R

Lease Agreements”). The A&R Lease Agreements modify the existing leasing arrangements among the parties to reflect the

revised ownership and leasing structure resulting from the McKinney Sale-Leaseback; however, the A&R Lease Agreements do not modify

the total rent obligations of the lessees.

Recognition

Agreement

connection with the Land Sale and the Ground Lease, the Company, Sunset Ground, Venu Presents, LLC, STORE, and the City Parties entered

into a Consent, Recognition, Subordination, Nondisturbance, and Development Agreement Protection Agreement, dated October 19, 2026 (the

“Recognition Agreement”). The purpose of the Recognition Agreement is to document the City Parties’ consent

to the Land Sale and the Ground Lease, recognize, protect, and preserve the rights and interests of the various parties, recognize STORE

as the fee owner and ground lessor of the McKinney Parcel, confirm the status of the A&R Agreement, identify the obligations and

liabilities that do and do not bind STORE and the McKinney Parcel. The Recognition Agreement provides that the Company and its applicable

subsidiaries will be responsible for their obligations under the A&R Agreement, including obligations related to the development,

construction, and operation of The Sunset McKinney.

conditions to the City Parties’ consent, the Recognition Agreement requires: (i) the establishment of a construction escrow account

funded with proceeds from the Land Sale and other designated funds to be used for The Sunset McKinney’s construction in accordance

with an escrow agreement; (ii) the granting to MEDC of a first-priority lien on Sunset Ground’s leasehold interest in the Ground

Estate and ownership interest in the Improvements Estate, together with a collateral assignment of certain leases, rents, and revenues;

and (iii) the delivery of

the Deposit to STORE.

The

foregoing descriptions of the McKinney PSA, the Ground Lease, the Company’s Lease Guaranty, the Chairman’s Lease Guaranty,

the Amended and Restated Ground Lease Agreement, and the Amended and Restated Operations Sublease Agreement do not purport to

be complete and are qualified in their entirety by reference to the full text of the McKinney PSA, the Ground Lease, the Company’s

Lease Guaranty, the Chairman’s Lease Guaranty, the Amended and Restated Ground Lease Agreement, and the Amended and Restated

Operations Sublease Agreement, which are filed as Exhibits 10.3, 10.4, 10.5, 10.6, 10.7, and 10.8, respectively, to this Current

Report.

Item

3.02 Unregistered Sales of Equity Securities.

The

Warrant described in Item 1.01 of this Current Report was offered and sold pursuant to the exemption from registration under Section

4(a)(2) of the Securities Act of 1933, as amended. The recipient represented to the Company, among other things, that it is an accredited

investor and acquired the Warrant and the shares of Common Stock underlying such Warrant for investment purposes and for its own account.

Item

8.01 Other Events

Payoff

of Ryan, LLC Promissory Note

previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on July 23, 2026, the Company and certain of its

subsidiaries named as guarantors entered into a Secured Promissory Note and Guaranty Agreement with Ryan, LLC (“Ryan”;

such note, the “Ryan Note”) in connection with the financing of a short-term bridge loan in a principal amount equal

to the sum of $20,000,000 plus up to $500,000 in capitalized fees and expenses incurred by Ryan in negotiating the Ryan Note, together

with interest thereon. Upon the closing of the McKinney Sale-Leaseback, the Company used a portion of the proceeds of the Land Sale to

pay off the outstanding obligations due under the Ryan Note in their entirety.

Centennial

Sale-Leaseback

October 16, 2026, the Company, through Hall at Centennial, LLC (“Hall”), a majority-owned subsidiary of the Company

over which the Company exercises total voting control, closed on a sale-leaseback transaction related to certain land owned by Hall underlying

the Company’s Bourbon Brothers Presents music hall and Bourbon Brothers Smokehouse & Tavern restaurant in Centennial, Colorado

(the “Centennial Parcel”). Pursuant to a Real Estate Purchase and Sale Agreement (the “Centennial PSA”),

Hall sold the Centennial Parcel to a third-party buyer, The Haven, LLC (“Haven”), for a purchase price of $7,500,000,

subject to proration and adjustment as set forth in the Centennial PSA. In satisfaction of a closing condition under the Centennial PSA,

Hall and Haven entered into a Ground Lease Agreement on October 16, 2026 (the “Centennial Lease”), pursuant to which

Haven, as landlord, agreed to lease the Centennial Parcel back to Hall for an initial 25-year term, with three successive options exercisable

by Hall to extend the term for additional 10-year periods. The Centennial Lease is a triple-net lease structure. The base rent under

the Centennial Lease is $600,000 per year, payable in monthly installments, subject to annual escalations of 2% beginning on the first

day of the second lease year. The Centennial Lease also includes an option for Hall to repurchase the Centennial Parcel within seven

years following the closing date of the sale for a purchase price of $8,500,000. As required by the Centennial PSA, concurrently with

the execution and delivery of the Centennial Lease, the Company delivered a corporate guaranty of Hall’s obligations under the

Centennial Lease.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Amended and Restated Chapter 380, Grant, and Development Agreement, dated October 19, 2026, between Venu Holding Corporation, the City of McKinney, Texas, McKinney Economic Development Corporation, and McKinney Community Development Corporation

10.2

Security Agreement, dated October 19, 2026, made by Sunset Operations at McKinney, LLC in favor of the City of McKinney, Texas, McKinney Economic Development Corporation, and McKinney Community Development Corporation

10.3

Purchase and Sale Agreement, dated October 19, 2026, between Sunset Ground at McKinney LLC and STORE Capital Acquisitions, LLC

10.4

Ground Lease Agreement, dated October 19, 2026, between Sunset Ground at McKinney LLC and STORE Capital Acquisitions, LLC

10.5

Unconditional Guaranty of Payment and Performance, dated October 19, 2026, delivered by Venu Holding Corporation

10.6

Unconditional Guaranty of Payment and Performance, dated October 19, 2026, delivered by J.W. Roth

10.7

Amended and Restated Ground Lease Agreement, dated October 19, 2026, between Sunset Ground at McKinney LLC and Sunset at McKinney, LLC

10.8

Amended and Restated Operations Sublease Agreement, dated October 19, 2026, between Sunset at McKinney, LLC and Sunset Operations at McKinney, LLC

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: October 26, 2026

By:

/s/ J.W. Roth

J.W. Roth

Chief Executive Officer and Chairman

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

and among

CITY

OF MCKINNEY, TEXAS,

MCKINNEY

ECONOMIC DEVELOPMENT CORPORATION,

MCKINNEY

COMMUNITY DEVELOPMENT CORPORATION

City Parties

and

VENU

HOLDING CORPORATION,

SUCCESSOR-BY-NAME-CHANGE

TO NOTES LIVE, INC.,

Owner

Dated

as of October 19, 2026

SUNSET

AMPHITHEATER

MCKINNEY,

TEXAS

TABLE

OF CONTENTS

Page

Article I. GENERAL TERMS

1.1

Definitions and Usage

1.2

Governing Provisions

Article II. REPRESENTATIVES

2.1

City Parties’ Representative

2.2

Owner Representative

Article III. SALE OF LAND; RESERVATIONS;

DEVELOPMENT

3.1

Sale of Land

3.2

Title

3.3

Delivery of Possession; Payment of Purchase Price; Reservations

3.4

Complex Site Reservations

3.5

Development

Article IV. PARKING AND SITE COORDINATION

4.1

Parking, Transit, and Event Plan

4.2

Signage

Article V. TERM

5.1

Term

Article VI. OWNER FUNDING OBLIGATIONS

6.1

Owner Financing

6.2

Financing Plan

6.3

Audit Rights

Article VII. CONDITION OF COMPLEX SITE

7.1

Condition of Complex Site; Disclaimer of Representations and

Warranties

7.2

Owner’s Risks

Article VIII. COMPLETION DEADLINES AND

DELIVERABLES

8.1

Owner Deadlines

8.2

Monthly Meetings; Agreement to Consult; Status Reports

Article IX. CONSTRUCTION OF THE PROJECT

IMPROVEMENTS; GENERAL WORK REQUIREMENTS

9.1

General Provisions

9.2

Review Rights

9.3

Remedial Work

9.4

Work Performed on Project Improvements and Additional Work

9.5

Mechanics’ Liens and Claims

9.6

Reserved

9.7

Total Project Costs

9.8

Contributions and Incentives of the City Parties

9.9

Zoning and Permits

9.10

Cessation of Work for Longer than 180 Days

9.11

Abandonment

9.12

Project Construction Contract Bond or Project Contractor Parent

Guarantee

- i -

TABLE

OF CONTENTS

(continued)

Page

Article X. DELAYS AND EFFECT OF DELAYS

10.1

Excusable Owner Delay

10.2

Excusable City Party Delay

10.3

Continued Performance; Exceptions

Article XI. APPROVALS, CONFIRMATIONS AND

NOTICES; DISPUTE RESOLUTION

11.1

Approvals, Confirmations and Notices

11.2

Informational Purposes Only; No Approval Required

11.3

Governmental Rule

11.4

Standards for Approvals

11.5

Dispute Resolution

Article XII. USE AND OCCUPANCY; PERMITTED

AND PROHIBITED USES; OPERATING REQUIREMENTS

12.1

Permitted Uses

12.2

Prohibited Uses

12.3

Operation During the Term

12.4

Event Day Costs

12.5

Management

12.6

Compliance with Applicable Law and Permitted Exceptions

12.7

City Use Dates

12.8

Suites

12.9

Reports to City Parties

Article XIII. IMPOSITIONS; OPERATING EXPENSES

13.1

Taxes and Assessments

13.2

Owner’s Right to Contest Impositions

13.3

Obligations of City Parties

Article XIV. REPAIRS AND MAINTENANCE; UTILITIES

14.1

Repairs and Maintenance

14.2

Utilities

Article XV. OWNERSHIP OF IMPROVEMENTS AND

OWNER’S PERSONAL PROPERTY; ADDITIONAL WORK

15.1

Title to the Project Improvements

15.2

Additional Work by Owner

15.3

No Substitute for Permitting Processes

- ii -

TABLE

OF CONTENTS

(continued)

Page

Article XVI. CITY PARTIES’ RIGHT

OF ENTRY

16.1

Access to Complex Site by City Parties

Article XVII. ADDITIONAL ENVIRONMENTAL

PROVISIONS

17.1

No Hazardous Materials

17.2

Notice of Environmental Event

17.3

Owner Release

17.4

Reserved

Article XVIII. CASUALTY DAMAGE

18.1

Damage or Destruction

18.2

Casualty Proceeds

Article XIX. INSURANCE AND INDEMNIFICATION

19.1

Policies Required

19.2

Blanket or Master Policy

19.3

Failure to Maintain

19.4

Additional Policy Requirements

19.5

General Obligations with Respect to Policies

19.6

Proceeds of Insurance

19.7

Indemnity by Owner

19.8

Conduct of Claims

19.9

Failure to Defend

19.10

No Third-Party Beneficiary

19.11

Surety Bonds for Additional Work

19.12

No Waiver

19.13

Increase in Risk

Article XX. CONDEMNATION

20.1

Condemnation of Substantially All of the Complex Site

20.2

Condemnation of Part

20.3

Temporary Taking

20.4

Condemnation Proceedings

20.5

Notice of Condemnation

20.6

Survival

Article XXI. ASSIGNMENT AND TRANSFER

21.1

Assignment

21.2

Costs

21.3

No Waiver of Rights by City Parties

21.4

Conditions to Effectiveness of Any Transfer

21.5

Use Agreements

21.6

Transfers by City Parties

21.7

No Release

21.8

General Provisions

- iii -

TABLE

OF CONTENTS

(continued)

Page

Article XXII. REPRESENTATIONS, WARRANTIES

AND COVENANTS

22.1

Owner’s Representations and Warranties

22.2

Owner Covenants

22.3

City Parties’ Representations and Warranties

22.4

City Parties’ Covenants

Article XXIII. DEFAULTS AND REMEDIES

23.1

Events of Default

23.2

Remedies

23.3

Right to Injunction

23.4

No Waivers

23.5

Effect of Termination

23.6

Security Agreement

Article XXIV. MORTGAGES

24.1

Owner’s Right to Grant Liens

Article XXV. GENERAL PROVISIONS

25.1

No Broker’s Fees or Commissions

25.2

Non-Appropriation

25.3

Employment of Consultants

25.4

Reserved

25.5

Open Records

25.6

Maintenance of Rights of Way, Easements and Licenses

25.7

Compliance with Anti-Forfeiture Laws

25.8

Assignment of License Agreements; Name of Project Improvements;

Trademarks

25.9

Marketing Rights

25.10

Verifications of Statutory Representations and Covenants

25.11

Ethics Disclosure

- iv -

TABLE

OF CONTENTS

(continued)

APPENDICES,

SCHEDULES AND EXHIBITS

Appendix A

Glossary of Defined Terms

Appendix B

Governing Provisions

Appendix C

Address for Payment and Notices

Appendix D

Site Access Terms

Schedule 23.1(d)

Consents

Exhibit A

Land

Exhibit B

Note

Exhibit B-1

Deed of Trust

Exhibit B-2

Personal Guaranty

Exhibit C

Permitted Exceptions

Exhibit D

Financing Plan and Budget

Exhibit E

Project Construction Schedule

Exhibit F

Preliminary Complex Plan

Drawings

Exhibit F-1

Final Base Complex Plan

Exhibit G

Public Infrastructure Peripheral

to the Complex

Exhibit H

Environmental Noise Assessment

(LSTN)

Exhibit I

Preliminary Elevations and

Sections

Exhibit J

City of McKinney Owner Suite

Exhibit K

10’ Sidewalk and Garage

Soundwall

Exhibit L

BOH Privacy Fence

Exhibit M

Owners Club Location

Exhibit N

First Amendment to Deed of

Trust

Exhibit O

Collateral Assignment of

Rents

Exhibit P

Lease Assignment in Lieu

Exhibit Q

Construction Escrow Agreement

Exhibit R

Amended and Restated Personal

Guaranty

Exhibit S

Recognition Agreement

Exhibit T

Modification of Promissory

Note

Exhibit U

Security Agreement

- v -

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

THIS

AMENDED AND RESTATED CHAPTER 380, GRANT, AND DEVELOPMENT AGREEMENT (this “Agreement”), is made and entered

into effective as of October 19, 2026 (the “Execution Date”), by and among CITY OF MCKINNEY, TEXAS,

a Texas home rule municipal corporation (“City”), MCKINNEY ECONOMIC DEVELOPMENT CORPORATION, a Type

A, non-profit development corporation created and existing under the laws of the State of Texas (the “State”), including

the Texas Development Corporation Act (“MEDC”), MCKINNEY COMMUNITY DEVELOPMENT CORPORATION, a Type B,

non-profit development corporation created and existing under the laws of the State, including the Texas Development Corporation Act

(“MCDC”) and VENU HOLDING CORPORATION, successor-by-name-change to Notes Live, Inc., a corporation organized

under the laws of the State of Colorado (“Owner”). The City, MEDC and MCDC are sometimes collectively referred

to as the “City Parties.” City Parties and Owner are sometimes collectively referred to herein as the “Parties”

and individually as a “Party.”

The

City Parties and Owner acknowledge and agree that this Agreement amends and restates the Chapter 380, Grant, and Development Agreement,

dated as of April 16, 2024, by and among the City, MEDC, MCDC, and Owner, recorded as Document Number 2025000004780 in the Real Property

Records, Collin County, Texas (the “Original Agreement”), as amended by the First Amendment, Second Amendment,

Third Amendment, and Fourth Amendment (collectively, the “Prior Agreement”), in its entirety, and from and

after the Execution Date of this Agreement, this Agreement shall supersede and replace the Prior Agreement in its entirety. Notwithstanding

the foregoing, the supersession and replacement of the Prior Agreement shall not affect or impair any rights, obligations, liabilities,

defaults, claims, or causes of action that accrued under the Prior Agreement prior to the Execution Date, all of which shall survive

and continue to be governed by the applicable terms of this Agreement. Notwithstanding the recording of this Agreement, the lien priority

and superiority of this Agreement, and all rights and interests created or evidenced hereby, shall in no way be diminished, impaired,

or otherwise adversely affected by such recording. This Agreement shall be entitled to the same lien priority, seniority, and superiority

as the Original Agreement (Document Number 2025000004780, Real Property Records, Collin County, Texas) from and after the date of the

recording of the Original Agreement, as if this Agreement had been recorded on such date. The recording of this Agreement shall not be

construed to subordinate, or otherwise affect the priority or seniority of any lien, encumbrance, or interest created or evidenced by

the Original Agreement, as amended by the First Amendment, Second Amendment, Third Amendment, and Fourth Amendment, or this Agreement,

to any lien, encumbrance or interest recorded after the date of the recording of the Original Agreement (Document Number 2025000004780,

Real Property Records, Collin County, Texas).

RECITALS

The City Parties and Owner previously entered into the Original Agreement concerning the development, construction, operation and maintenance

of a new, first class, state-of-the-art amphitheater/outdoor entertainment venue facility and related project improvements thereon (the

“Complex”) to promote economic development in the City by providing world-class concerts and live shows, as

well as other entertainment and civic events.

After entering into the Original Agreement, the Parties entered into a First Amendment to Chapter 380, Grant, and Development Agreement,

dated as of October 15, 2024 (the “First Amendment”), filed January 16, 2025, recorded as Document Number 2025000004781

in the Real Property Records, Collin County, Texas, a Second Amendment to Chapter 380, Grant, and Development Agreement, dated as of

December 3, 2024, filed January 16, 2025, recorded as Document Number 2025000004782 in the Real Property Records, Collin County, Texas

(the “Second Amendment”), a Third Amendment to Chapter 380, Grant, and Development Agreement, dated as of October

6, 2025, filed October 22, 2025, recorded as Document Number 2025000136431 in the Real Property Records, Collin County, Texas (the “Third

Amendment”), and a Fourth Amendment to Chapter 380, Grant, and Development Agreement, dated as of January 6, 2026, filed

February 17, 2026, recorded as Document Number 2026000020022 in the Real Property Records, Collin County, Texas (the “Fourth

Amendment”), to make certain changes to the Original Agreement.

Pursuant to the Prior Agreement (as then in effect through the Second Amendment), on January 14, 2025, Owner purchased the Land (as defined

herein) from MEDC to allow Owner to construct the Complex in accordance with the terms of the Prior Agreement.

Owner is in the process of developing the Complex. In connection therewith, Sunset Ground at McKinney, LLC desires to (a) sell the Ground

Estate, pursuant to the Land Sale (as defined herein), to STORE Capital Acquisitions, LLC (“STORE Capital”),

while retaining ownership of the Improvements Estate (as defined herein), and (b) enter into the Lease (as defined herein) to lease the

Ground Estate from STORE Capital to obtain additional funding for the Complex. For the avoidance of doubt, subject to the terms of the

Lease and this Agreement, the Improvements Estate shall remain owned by Sunset Ground at McKinney, LLC and shall not be conveyed to STORE

Capital at the Land Sale.

The Parties desire to enter into this Agreement to amend and restate the Prior Agreement in its entirety in order to: (i) consolidate

into a single operative instrument the Original Agreement and the modifications thereto effected by the First Amendment, Second Amendment,

Third Amendment, and Fourth Amendment; (ii) reflect the City Parties’ consent to the Sale-Leaseback Transaction and the terms and

conditions governing such transaction as set forth in Article XXI of this Agreement; (iii) reflect certain other modifications

to the terms of the Prior Agreement agreed upon by the Parties in connection with the foregoing; and (iv) provide that this Agreement

shall, from and after the Execution Date, supersede and replace the Prior Agreement in its entirety, while preserving the lien priority

and superiority established by the recording of the Original Agreement.

AGREEMENTS

NOW,

THEREFORE, for and in consideration of the respective covenants and agreements of the Parties herein set forth, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the City Parties and Owner, intending to

be legally bound, hereby agree as follows:

Article

GENERAL

TERMS

1.1

Definitions and Usage. Unless the context shall otherwise require, capitalized terms used in this Agreement shall have the

meanings assigned to them in the Glossary of Defined Terms attached hereto at Appendix A, which also contains rules as

to usage that shall be applicable herein.

1.2

Governing Provisions. The governing provisions set forth in Appendix B attached hereto shall apply to and govern

this Agreement for all purposes.

Article

II.

REPRESENTATIVES

2.1

City Parties’ Representative. The City, MEDC, and MCDC hereby designate each of Paul G. Grimes, Michael A. Kowski, Jr.,

and Cindy Schneible, respectively, to be the representative of the respective City Parties (collectively, the “City Representative”),

and shall have the right, from time to time, to change the individual or individuals who are the City Representative by giving at least

ten (10) days’ prior written Notice to Owner thereof. The only functions under this Agreement of the City Representative shall

be as expressly specified in this Agreement. Notwithstanding anything in this Agreement to the contrary, the City Representative shall

not have any right to modify, amend or terminate this Agreement.

2.2

Owner Representative. Owner hereby designates each of Robert Mudd and Wade Beavers to be the representative of Owner (collectively,

the “Owner Representative”), each of whom shall be authorized to act on behalf of Owner under this Agreement.

Owner shall have the right, from time to time, to change the individual who is an Owner Representative by giving at least ten (10) days’

prior written Notice to the City Parties thereof. The only functions under this Agreement of the Owner Representative shall be as expressly

specified in this Agreement. Notwithstanding anything in this Agreement to the contrary, the Owner Representative shall not have any

right to modify, amend or terminate this Agreement.

Article

III.

SALE

OF LAND; RESERVATIONS; DEVELOPMENT

3.1

Sale of Land. The Parties acknowledge and agree that, in consideration of and pursuant to the covenants, agreements and conditions

set forth in the Prior Agreement, MEDC sold, and Owner purchased, all of MEDC’s right, title, and interest in and to the Land,

subject to the Permitted Exceptions, under a special warranty deed containing a restrictive covenant prohibiting the Land from being

used for multi-family residential purposes, and the rights and reservations of the MEDC under the Prior Agreement and this Agreement.

The

Parties further acknowledge and agree that, pursuant to and in satisfaction of Section 3.1 of the Original Agreement, Owner was only

granted air rights over or subsurface rights under the Land to the extent that any such rights were owned by MEDC as of April 16, 2024.

The Parties hereby agree that neither the City Parties nor Owner shall develop, permit any development of, or interfere in any way with

any of the air rights, air space above the Land, or any of the subsurface rights and space below the Land that are inconsistent with

such ownership rights without the prior written consent of the other Parties, which such consent shall not be unreasonably withheld.

3.2

Title. The Parties acknowledge that Owner, at its cost and expense as a portion of Total Project Costs, conducted such title

review of the Complex Site as Owner determined was reasonably necessary and Owner provided to the MEDC a copy of any title commitments

or reports received by Owner in connection therewith. Owner agrees and acknowledges that MEDC shall have no further obligation to correct,

modify or release any aspects of the Land’s title.

3.3

Delivery of Possession; Payment of Purchase Price; Reservations.

3.3.1

Delivery of Possession. The Parties acknowledge that Owner acquired the Land from MEDC on January 14, 2025, which was on or

before the date that was thirty (30) days following Entitlement (the “Closing Date”), for a purchase price

of Thirty-Five Million and No/100 Dollars ($35,000,000.00) (the “Purchase Price”). On the Closing Date, upon

satisfaction of the closing conditions set forth herein, and the payment of the Purchase Price, MEDC delivered to Sunset Ground at McKinney,

LLC marketable title and exclusive possession, use and occupancy of the Land free of all tenancies and parties in possession subject

only to (i) the Permitted Exceptions, as specifically described on Exhibit C, (ii) a covenant prohibiting the Land from being

used for multi-family residential purposes, (iii) the rights and reservations of the MEDC under this Agreement, and (iv) the Deed of

Trust conveying a first-priority lien on the Land set forth in Section 3.3.2. The Parties acknowledge that the restriction providing

that Owner shall not conduct or cause to be conducted any land disturbance activities on the Land until after closing was satisfied.

The Parties acknowledge that the Declaration and Establishment of Covenants, Conditions, Restrictions and Grant of Easements by MEDC,

recorded in Clerk’s File Nos. 20080207000147650, 20120820001026570 and 20130125000114540, Real Property Records, Collin County,

Texas was included as a Permitted Exception because of MEDC’s delivery to Owner of an Estoppel Certificate Regarding Declaration

in form and substance that was approved by Owner.

3.3.2

Payment of Purchase Price; Default. The Parties acknowledge that, at closing on the sale of the Land to Owner, Owner, at its

option, paid the Purchase Price through (i) the payment of Ten Million and No/100 Dollars ($10,000,000.00), plus Owner’s closing

costs, in cash, and (ii) the remaining Twenty-Five Million and No/100 Dollars ($25,000,000.00) represented by a secured promissory note

to MEDC, attached hereto as Exhibit B (as modified by the Modification of Promissory Note and as the same may be amended or modified

from time to time, the “Promissory Note”), bearing no interest and subject to prepayment at any time with no

penalty, and secured by the Deed of Trust attached hereto as Exhibit B-1 (as modified by the First Amendment to Deed of Trust

and as the same may be amended or modified from time to time, the “Deed of Trust”), conveying a first-priority

lien on the Land and guaranteed, jointly and severally, by the personal guaranty of J.W. Roth and Kevin O’Neil, attached hereto

as Exhibit B-2 (as amended and restated by the Amended and Restated Personal Guaranty and as the same may be amended, extended,

and modified from time to time, the “Personal Guaranty”). At its cost, Owner provided the MEDC with a Mortgagee’s

Title Policy in the amount of the Promissory Note, insuring the MEDC’s lien/loan. The Promissory Note shall be due and payable

in full to MEDC the earlier of (x) thirty (30) days following Owner’s receipt of a Temporary Certificate of Occupancy (“TCO”)

or (y) the expiration of the Guarantor Cure Period (or, if the Guarantor Cure Period has been exhausted or was never invoked, thirty

(30) days following the occurrence of an Owner Default). Pursuant to the First Amendment, the Parties agreed that until the $10,000,000.00

paid as a portion of the Purchase Price set forth in (i), above, has been reimbursed to Owner or retained by MEDC following an Owner

default pursuant to the Agreement, MEDC would invest the $10,000,000.00 in a public fund investment pool, or other investment instrument

in accordance with MEDC’s investment policies, which would accrue interest at the Texpool rate of interest received by MEDC pursuant

to such investment, and pay the interest received on such investment to Owner in accordance with the terms of the First Amendment. The

Parties hereby agree that (a) MEDC shall continue to invest such $10,000,000.00 until the earliest of (i) closing of the Land Sale, (ii)

December 15, 2027, (iii) the date the $10,000,000.00 has been reimbursed to Owner pursuant to the Agreement, and (iv) the date the $10,000,000.00

has been retained by MEDC following an Owner Default pursuant to the Agreement (such earliest date, the “Investment Termination

Date”), and (b) all interest earned on the principal amount of such deposit (the “Accrued Interest”)

shall continue to be paid by MEDC to Owner, by ACH or wire transfer, monthly, in arrears, on or before the tenth (10th) day

of each month, until the Investment Termination Date, at which point the MEDC’s obligations under this Section shall terminate

as set forth in Section 21.1(b). Owner shall repay to MEDC the entirety of all Accrued Interest paid to Owner from the date the

$10,000,000.00 was initially invested by MEDC pursuant to the First Amendment through the Investment Termination Date, through a temporary

adjustment to the Ticket Fee (as described in Section 12.3.2) revenue split pursuant to Section 9.8.2(b). Specifically,

until such time as MEDC has received reimbursement for all Accrued Interest paid to Owner, the City, pursuant to Section 9.8.2(b),

shall remit to MEDC $0.60 of each $1.00 Ticket Fee, retaining for the City $0.10 of each $1.00 Ticket Fee, and remitting to Owner the

remaining $0.30 of each $1.00 Ticket Fee until such time as all Accrued Interest is repaid to MEDC. From and after the date on which

MEDC has received from such adjusted Ticket Fee distributions an amount equal to the aggregate Accrued Interest paid to Owner, the Ticket

Fee revenues shall be split $0.90 per $1.00 Ticket Fee to Owner and $0.10 per $1.00 Ticket Fee to the City as set forth in Section

9.8.2(b). Owner hereby acknowledges and agrees that, as of the Execution Date of this Agreement, MEDC is in full compliance with

its obligations under Section 3.3.2 of this Agreement regarding the (a) investment of the $10,000,000.00 paid by Owner as a portion

of the Purchase Price, and (b) payment of Accrued Interest to Owner, as set forth above. As of the Execution Date of this Agreement,

MEDC has paid Owner $680,504.15 in Accrued Interest.

3.3.3

Operational Rights; Revenue. Subject to the terms and provisions of this Agreement, Owner shall have full and exclusive control

of the management and operation of the Complex Site. Without limiting the generality of the foregoing, but subject to the terms of this

Agreement, Owner and Operator shall market, control, and be entitled to receive all revenues of any source generated by or from the Complex

Site or the operation or management thereof regardless of medium (physical, digital or virtual), net of taxes, including, but not limited

to, rental or license fees, admission ticket revenue and premium seating, all parking fees, all revenues derived from the sale of programs,

novelties and concessions, all sponsorship revenues and facility naming revenues, all radio, television, cablecast, pay television, streaming

and any other broadcasting revenues of any type whatsoever, irrespective of method of transmission or whether derived from the sale of

broadcasting or streaming rights, broadcast or streaming advertising or other sources of revenue relating to broadcasting or streaming,

and all advertising and signage revenues of any type whatsoever (whether interior or exterior), except for certain civic-oriented events

described herein, and including all revenues from the sale of advertising and signage on or about the Complex Site, and all merchandising.

Except as expressly set forth herein, Owner shall be responsible for all costs associated with the Complex and its events, including,

without limitations, operating, utilities, insurance, facilities, furniture, fixtures, and equipment repair, maintenance and replacement

costs; provided, however, Owner shall have no obligation to fund utility infrastructure installation or expansion not directly attributable

to the Complex unless Owner receives reimbursement, in its entirety, from the City for such infrastructure. Owner shall operate and maintain

(or cause others to operate and maintain) the Complex in a safe, clean, attractive, and First Class manner and consistent in all material

respects with all applicable rules and regulations of all Governmental Authorities and the Operating Standard. Owner may charge a fee

for admission to the Complex Site.

3.3.4

Concessions and Vendors.

(a)

Owner and Operator shall have the exclusive right to select and to establish the contractual terms for all Complex concessionaires and

vendors at the Complex Site. Owner shall also have the exclusive right to market, sell, and retain all concessions, hospitality, merchandise

and other revenue from the Complex Site and all events held at the Complex Site except that the City shall be entitled to certain net

revenue from City Events as more fully described in Section 12.7.3.

(b)

Owner shall be solely and exclusively responsible for identifying and entering into vendor contracts for the Complex Site.

(c)

Owner shall require that any and all concessionaries and vendors provide certificates of insurance evidencing commercial general liability

insurance within the Insurance Standards.

(d)

OWNER HEREBY AGREES AND COVENANTS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY PARTIES AND CITY PARTY INDEMNITEES FROM AND AGAINST

ANY AND ALL CLAIMS, DIRECTLY OR INDIRECTLY ARISING OR ALLEGED TO ARISE OUT OF OR ANY WAY INCIDENTAL TO ANY AND ALL AGREEMENTS ENTERED

INTO BY OWNER PURSUANT TO SECTION 3.3.4. THE FOREGOING INDEMNITY INCLUDES OWNER’S AGREEMENT TO PAY ALL COSTS AND EXPENSES OF DEFENSE,

INCLUDING ATTORNEYS’ FEES, INCURRED BY ANY CITY PARTY AND ANY CITY PARTY INDEMNITEE. THIS INDEMNITY SHALL APPLY WITHOUT LIMITATION

TO ANY LIABILITIES IMPOSED ON ANY PARTY INDEMNIFIED HEREUNDER AS A RESULT OF ANY STATUTE, RULE, REGULATION OR THEORY OF STRICT LIABILITY.

THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS’ COMPENSATION

ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS.

3.4

Complex Site Reservations. Notwithstanding anything in this Agreement to the contrary, the City hereby reserves the following

(the “Complex Site Reservations”):

3.4.1

Ingress and Egress. For the benefit of the public and the City, at all times, the non-exclusive right of ingress and egress

to, from and across certain outside public areas located on the Complex Site (to be identified) at times other than when an event is

taking place (including set up and take down of events) for access to the Complex.

3.4.2

Utilities. The right of the City, at City’s sole cost and expense, to install on, under, over or below the Complex Site

any and all utilities and appurtenances related to the City’s master utility plans that it reasonably deems necessary; provided,

however, that Owner shall be given at least thirty (30) days to review and approve the location, nature, and scope of any such utilities,

which Approval shall not be unreasonably withheld, and provided further that the utilities or appurtenances to be installed by the City

pursuant to this Section 3.4.2, if any, shall: (a) be located in the building improvement or parking setback areas affecting the

Land as specified in the City Utility Plan and shall not interfere in any material respect with Owner’s use of such setback area;

(b) all pipes, lines, and other improvements shall be buried to a depth of at least three feet (3’); and (c) Owner shall have the

right to cross such utilities and appurtenances and to construct roads, sidewalks and driveways over such utilities and appurtenances.

All construction of such utility lines and appurtenances shall be promptly completed and shall not unreasonably interfere with Owner’s

construction activities, conduct of business or obligations under Applicable Law. In addition, the City shall promptly repair or replace

all landscaping, trees, irrigation lines, surface materials, paving, asphalt, concrete, fences, sidewalks and other facilities located

on the Complex Site to the condition that existed immediately prior to such utility construction or maintenance by the City at no cost

or expense to Owner, unless otherwise agreed to by the Parties in writing.

3.5

Development. Owner’s development activities on the Land shall relate exclusively to the development of the Project Improvements

and related parking. For the avoidance of doubt, the City Parties and Owner acknowledge and agree that this Section 3.5 shall

not be in derogation of any use rights afforded Owner hereunder, including pursuant to Section 12.1.

Article

IV.

PARKING

AND SITE COORDINATION

4.1

Parking, Transit, and Event Plan.

(a)

The Parties shall work together to, and before Substantial Completion shall, develop a reasonable transportation, parking and event plan

(including a traffic impact analysis at Owner’s cost), which shall be subject to reasonable Approval by the City consistent with

existing and applicable regulations, and for which the City agrees to reasonably assist in the coordination of all relevant City, County

and State agencies and relevant stakeholder groups. The transportation, parking and event plan shall address the following: on-site parking

opportunities; enforcement for the affected surrounding areas on event days and during significant events; clearly defined roles and

responsibilities for implementation; and determining standards and enforcement for minimizing adverse impact to surrounding communities

related to event hours, noise levels, and other quality of life issues. With respect to the standards for hours, noise, and other quality

of life issues, unless otherwise agreed to by the Parties in writing, the transportation, parking and event plan shall require that (i)

any event at the Complex Site shall end at or before 11:15 p.m., and (ii) noise monitoring shall be conducted during performances at

the front-of-house mix position and at certain agreed property line locations. The noise limits at front-of-house mix position shall

not exceed an L10 of 104 dBA in any thirty (30) minute period or an L90 of 98 dBA in any thirty (30) minute period. That certain Environmental

Noise Assessment (noise study) dated April 12, 2024 prepared by Owner’s consultant, LSTN, is incorporated, in its entirety, into

this Agreement and attached hereto as Exhibit H. The Aggregate Effect tables (pp. 12-13), Operational Mitigation (pp. 13-14),

and specifically the Noise Monitoring and Performance Controls (p. 14) shall be performance strategies (the “Sound Strategies”)

employed and maintained by the Owner for all events. Owner shall require any Operator to contractually bind such Operator and any Artist

performing at the Complex to operate within such parameters. In addition to the foregoing Sound Strategies, Owner shall design and construct

the Complex in a manner consistent with the Sound Strategies described in this Section 4.1(a).

(b)

Owner, at its sole cost, shall be responsible for all costs related to Owner’s events, including, but not limited to, police, traffic

control, fire prevention, emergency medical, street cleaning and street trash removal and other municipal resources within the Complex

Site and, to the extent reasonably attributable to Owner’s events, outside the Complex Site. If not otherwise addressed in the

transportation, parking and event plan, the Owner, upon receiving sixty (60) days’ notice from a City Party, shall permit any City

Party to use the parking facilities during times when there are no Commercial Events, for specific public and civic events. The respective

City Party shall reimburse Owner for such use of the parking facilities by payment to the Owner of a per diem fee, in an amount not to

exceed Owner’s actual, annual utility, insurance and maintenance expenses for the prior year, attributable to the parking facilities

only, divided by 365, within thirty (30) days after the date(s) such parking facilities were used by a City Party.

4.2

Signage.

(a)

Prior to Substantial Completion, the City and Owner shall develop and agree upon a reasonable off-site directional signage plan guiding

pedestrian, bicycle, vehicular and other attendees to the Complex and parking facilities serving the Complex. City and Owner shall approach

other Governmental Authorities (e.g., the Texas Department of Transportation) as appropriate in order to request that they provide

directional signage to the extent within their control. All directional signage costs, including, without limitation, the perpetual maintenance

of signage, signage modifications and changes, and signage removal, whether such signs are located in a right-of-way or otherwise, shall

be paid by Owner. The Parties agree to reasonably consider the allocation of responsibilities in a manner consistent with those of other

similar amphitheaters and/or outdoor entertainment venues in Texas in such signage plan; provided however, such signage plan must be

in compliance with City Codes and Applicable Law and shall be subject to final Approval by the City and, if required, any other requisite

Governmental Authority (e.g. the Texas Department of Transportation).

(b)

The City Parties and Owner shall also work in good faith to develop and agree upon a reasonable comprehensive, state-of-the-art Signage

program on-site and within any public right-of-way (both digital and projection), subject to final Approval by the City and, if required,

any other requisite Governmental Authority. City acknowledges the strategic and economic importance of the signage program to the long-term

viability of the Complex, and the Parties shall implement a program that is reasonably acceptable to the Owner, subject to City Codes.

The official name of the Complex shall include “McKinney,” (including, without limitation, a name such as “_____________

at McKinney” or a name similar thereto) and such official name shall be mutually agreed by the Parties. Such plan shall include,

but not be limited to:

(i)

outdoor signage (digital, projection and/or otherwise) advertising Complex events and attractions which could include digital or other

creative forms of signage;

(ii)

the right of Owner to control and sell all advertising, sponsorship and promotional inventory related to the signage and to retain all

revenues related thereto, including third-party advertisements and outdoor media programming on the Owner digital signage; and

(iii)

(A) there shall be one Electronic Message Display, Level 3 sign permitted with a maximum of 200 square feet within the Complex. The City

Parties shall receive or have access, at Owner’s cost, to one prominent sign within the amphitheater, and (B) the City Parties

shall receive, at Owner’s cost, five (5), eight-second click per 5-minute advertising increment on the Electronic Message Display,

Level 3 sign for the Term of this Agreement.

(c)

To the extent permitted by Texas law and subject to any and all limitations on the City’s rights and powers to do so, the City

agrees to reasonably cooperate with Owner to secure for Owner any and all permits, licenses and approvals necessary to allow certain

Complex logos, decals, markings, and emblems on the surrounding (specific locations as mutually agreed by the Parties, not to be unreasonably

withheld) City-owned public infrastructure (e.g., on sidewalks, lighting and signage structures, manhole covers, fire hydrants,

etc.) in and around the Complex Site, it being understood that such materials may include branding from sponsors (e.g.,

naming rights partner). Unless approved by the City in advance and subject to the conditions in Section 25.9, naming rights, sponsors,

logos, decals, markings and emblems proposed for use in the Complex shall not include the following: (i) tobacco and any products used

to consume tobacco, including but not limited to vaping; (ii) sexual or adult oriented products or services; (iii) drugs (whether legal

or illegal) and any products used to consume drugs; (iv) firearms/weapons; or (v) political candidates or ballot initiatives. The rights

provided for in this paragraph (c) are in addition to, and do not limit, any rights Owner may obtain pursuant to other applicable City

and other Governmental Authority programs.

(d)

All Signage shall comply with all Applicable Law including, without limitation, City Codes.

Article

TERM

5.1

Term. The term of this Agreement (the “Term”) began on April 16, 2024, and will expire on the Agreement

Expiration Date, unless sooner terminated as provided herein or as mutually agreed to by the Parties in writing. The City Parties, at

their option, may renew the Complex Use and Occupancy provisions contained in Article XII of this Agreement for an additional 20-year

term by providing written notice to the Owner.

Article

VI.

OWNER

FUNDING OBLIGATIONS

6.1

Owner Financing. Owner shall be solely responsible for securing its portion of the Complex Budget required for the planning,

development, and construction of the Complex in accordance with the terms hereof and except as expressly provided herein.

6.2

Financing Plan. The Parties acknowledge that Owner provided the City with a financing plan, including projected sources and

uses for financing proceeds, attached hereto as Exhibit D, in satisfaction of the requirement set forth in Section 6.2 of the

Original Agreement.

6.3

Audit Rights. Solely with respect to any and all rights granted to either Party in regard to reimbursements and/or shared

revenues, each Party shall keep full and accurate records of reimbursements and/or shared revenues, received, costs incurred and items

to be billed concerning such items to be reimbursed and/or revenues to be shared, which records shall be open to audit by the other Party

(or its authorized representatives) at such other Party’s expense during normal business hours during the Term and until two (2)

years after the Agreement Expiration Date (as may be extended). In addition, from and after the Effective Date, the Party incurring the

expenses or collecting the revenue to be shared shall (a) make it a condition of all contracts or subcontracts relating thereto that

all contractors or subcontractors shall keep accurate records of respective expenses submitted and billed thereto or revenues to be paid,

as the case may be, and (b) require that such records shall be open to audit by the other Party or its authorized representatives during

the term of such contract or subcontract and until two (2) full calendar years after expiration or termination of such contract or subcontract.

The Parties agree that the information obtained pursuant to any such audit shall not be disclosed by the receiving Party except to the

extent required by State law or to the extent otherwise expressly permitted hereunder (it being understood that such information includes

trade secrets and other competitively sensitive information). Any review of financial information of the Owner shall be conducted at

the offices of the City Parties, or at such other place as may be agreed to by the Parties in writing, and such review shall be solely

for the purpose of examining such financial information.

Article

VII.

CONDITION

OF COMPLEX SITE

7.1

Condition of Complex Site; Disclaimer of Representations and Warranties. OWNER ACKNOWLEDGES AND AGREES THAT AS BETWEEN OWNER

AND CITY PARTIES:

(a)

EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER CITY PARTIES NOR ANY RELATED PARTY OF CITY PARTIES MAKES OR HAS MADE ANY WARRANTY OR REPRESENTATION,

EXPRESS OR IMPLIED, AND, EXCEPT AS SET FORTH IN ANY DOCUMENTS EXECUTED BY A CITY PARTY AT CLOSING, CITY PARTIES HEREBY EXPRESSLY DISCLAIM

AND OWNER WAIVES ANY AND ALL WARRANTY OR REPRESENTATION, OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPLEX SITE.

WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE OR ANY OTHER DISCLAIMER SET FORTH HEREIN, CITY PARTIES AND OWNER HEREBY AGREE

THAT CITY PARTIES HAVE NOT MADE AND ARE NOT MAKING ANY REPRESENTATIONS OR WARRANTIES, OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WRITTEN

OR ORAL AS TO (i) THE NATURE, CONDITION, PHYSICAL OR OTHERWISE OF THE COMPLEX SITE (INCLUDING THE GEOLOGY OR THE CONDITION OF THE SOILS,

DRAINAGE CONDITIONS, TOPOGRAPHICAL FEATURES, ANY AQUIFER UNDERLYING THE COMPLEX SITE, ANY ARCHEOLOGICAL OR HISTORICAL ASPECT OF THE COMPLEX

SITE, ACCESS TO PUBLIC RIGHT-OF-WAYS, AVAILABILITY OF UTILITIES OR OTHER CONDITIONS OR CIRCUMSTANCES WHICH AFFECT OR MAY AFFECT THE COMPLEX

SITE) OR ANY ASPECT THEREOF, (ii) THE SUITABILITY OF THE COMPLEX SITE OR ITS FITNESS FOR A PARTICULAR PURPOSE AS TO ANY USES OR ACTIVITIES

WHICH OWNER MAY MAKE THEREOF OR CONDUCT THEREON AT ANY TIME DURING THE TERM, OR ANY CONDITION AT OR WHICH AFFECT OR MAY AFFECT THE COMPLEX

SITE OR ANY USE TO WHICH OWNER MAY PUT THE COMPLEX SITE OR WHICH AFFECT OR MAY AFFECT ANY PARTICULAR PURPOSE, USE, DEVELOPMENT POTENTIAL

OR OTHERWISE; (iii) THE COMPLIANCE OF THE COMPLEX SITE WITH ANY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO ANY LAND USE REGULATIONS,

ANY APPLICABLE RESTRICTIVE COVENANTS, OR ANY APPLICABLE LEGAL REQUIREMENTS (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY ZONING LAWS

OR REGULATIONS, ANY BUILDING CODES, ANY ENVIRONMENTAL LAWS, AND THE AMERICANS WITH DISABILITIES ACT OF 1990, ALL AS AMENDED FROM TIME

TO TIME); (iv) THE FEASIBILITY OF THE PROJECT IMPROVEMENTS WORK, (v) THE EXISTENCE OF ANY HAZARDOUS MATERIALS OR ENVIRONMENTAL CLAIMS,

(vi) THE CONSTRUCTION OF THE PROJECT IMPROVEMENTS OR ANY OTHER IMPROVEMENTS ON THE COMPLEX SITE; (vii) ANY ENVIRONMENTAL, GEOLOGICAL,

METEOROLOGICAL, STRUCTURAL OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF, HERETOFORE, NOW, OR HEREAFTER AFFECTING IN ANY MANNER

THE COMPLEX SITE, INCLUDING, BUT NOT LIMITED TO ANY ENVIRONMENTALLY HAZARDOUS SUBSTANCE ON, IN, UNDER OR ADJACENT TO THE COMPLEX SITE

OR (viii) ANY OTHER MATTER RELATING TO THE PROJECT IMPROVEMENTS OR ANY OTHER IMPROVEMENTS AT ANY TIME CONSTRUCTED OR TO BE CONSTRUCTED

THEREON;

(b)

NO REVIEW, APPROVAL OR OTHER ACTION BY THE CITY PARTIES UNDER THIS AGREEMENT SHALL BE DEEMED OR CONSTRUED TO BE SUCH A REPRESENTATION

OR WARRANTY; AND

(c)

OWNER’S ACCEPTANCE OF THE LAND AND THE COMPLEX SITE ON THE CLOSING DATE SHALL BE STRICTLY ON AN “AS IS, WHERE IS, AND WITH

ALL FAULTS” BASIS INCLUDING THE ENVIRONMENTAL CONDITION OF THE COMPLEX SITE AND ANY AND ALL MATTERS SET FORTH IN SUBSECTION (a)

ABOVE.

7.2

Owner’s Risks. OWNER AGREES THAT, AS BETWEEN THE CITY PARTIES AND OWNER, THE CITY PARTIES SHALL HAVE NO RESPONSIBILITY

FOR ANY OF THE FOLLOWING (COLLECTIVELY, THE “OWNER’S RISKS”):

(a)

THE ACCURACY OR COMPLETENESS OF ANY INFORMATION SUPPLIED BY ANY PERSON;

(b)

THE CONDITION, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION OR VALUE OF THE COMPLEX SITE;

(c)

THE COMPLIANCE OF THE COMPLEX SITE OR ANY OTHER PROPERTY OF THE CITY PARTIES WITH ANY APPLICABLE LAND USE REGULATIONS OR ANY APPLICABLE

LAW;

(d)

THE FEASIBILITY OF THE PROJECT, PROJECT IMPROVEMENTS WORK OR ANY ADDITIONAL WORK;

(e)

THE EXISTENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS OR ENVIRONMENTAL CLAIMS;

(f)

THE CONSTRUCTION OF ANY IMPROVEMENTS ON THE COMPLEX SITE OR ANY ADJACENT PROPERTY; AND

(g)

ANY OTHER MATTER RELATING TO ANY PROJECT IMPROVEMENTS OR ADDITIONAL IMPROVEMENTS.

THE

CITY PARTIES SHALL NOT BE LIABLE AS A RESULT OF THE FAILURE BY ANY PERSON (OTHER THAN THE CITY PARTIES OR ITS AFFILIATES) TO ACT OR PERFORM

THEIR OBLIGATIONS. IT IS UNDERSTOOD AND AGREED BY OWNER (FOR ITSELF OR ANY PERSON CLAIMING BY, THROUGH OR UNDER IT, INCLUDING ITS RELATED

PARTIES) THAT IT HAS ITSELF BEEN, AND SHALL CONTINUE TO BE, SOLELY RESPONSIBLE FOR MAKING ITS OWN INDEPENDENT APPRAISAL OF, AND INVESTIGATION

INTO, THE CONDITION, STATUS AND NATURE OF ANY PERSON, THE COMPLEX SITE OR ANY OTHER PROPERTY.

7.3

Owner Property Representations. Owner hereby acknowledges that it has examined the Complex Site, the title and due diligence

documents provided by City Parties relating thereto, zoning which may be applicable thereto, if any, the City Codes, the streets, sidewalks,

parking areas, curbs and access ways adjoining them, any surface and subsurface conditions thereof, and the present uses and non-uses

thereof, if any, and that it accepts each of them in its present condition or state, without restriction, representation, covenant or

warranty, express or implied, in fact or at law, by the City Parties or any other person, and without recourse to the City Parties, as

to any appurtenances thereto, the nature, condition or usability thereof, or the uses to which any or all of the Complex Site may be

put.

Article

VIII.

COMPLETION

DEADLINES AND DELIVERABLES

8.1

Owner Deadlines. If the conditions set forth below are not satisfied or waived in writing by the City Representative by the

applicable deadline provided below (as the same may be extended by (a) the City Representative, (b) an Excusable City Party Delay Period

or an Excusable Owner Delay Period, and/or (c) a City Party Delay, as applicable and in accordance with this Agreement), the City shall

have the option to exercise the remedies set forth in Article XXIII.

8.1.1

Site Studies. The Parties acknowledge that Owner, at Owner’s cost, conducted and submitted to the City, within

120 days of March 6, 2024, and not less than one (1) month prior to any public meetings regarding the required site plan for the Complex,

including adjacent owner/neighborhood meetings, a (i) noise study and (ii) final traffic study of the Complex ingress and egress.

8.1.2

Operator Agreement. Owner represents that it entered into a fully executed Operator Agreement (as defined herein) with its

wholly-owned subsidiary, Venu Presents, LLC, prior to September 15, 2025, in satisfaction of the requirement set forth in Section

8.1.2 of the Prior Agreement (as then in effect through the Second Amendment). Owner further represents that the aforementioned Operator

Agreement, as amended by that Amended and Restated Operator Agreement, dated October 16, 2025, is a binding agreement on each of the

parties thereto and is in compliance with the terms of this Agreement. Each Operator Agreement, including any Operator Agreement Owner

may enter into after the date of this Agreement, shall expressly provide that the Operator Agreement and the Operator’s rights

and responsibilities thereunder are subject to the terms of this Agreement.

the event a wholly-owned subsidiary of Owner becomes an Operator, the Operator Agreement between the Owner and such subsidiary shall

require that any notices given under the Operator Agreement be given to the City Parties, at the addresses set forth in Appendix

C to this Agreement, at the same time and in the same manner as the notice is given to the other recipient(s) of such notice.

8.1.3

Temporary Certificate of Occupancy. Owner shall receive a TCO and begin operations within thirty-six (36) months from the

date of Entitlement.

8.1.4

Certificate of Occupancy. Owner shall receive a Certificate of Occupancy (“CO”) within forty-two

(42) months from the date of Entitlement.

Owner

shall endeavor in good faith, using commercially-reasonable efforts, to obtain all Governmental Authorizations necessary to permit commencement

of construction of the Project Improvements Work, including building permits and engineering and land use approvals necessary for the

commencement of development and construction of the Project Improvements, recognizing that it is the intent of the Parties that, to the

extent permitted by Applicable Law, the construction permits and authorizations may be procured in stages.

8.2

Monthly Meetings; Agreement to Consult; Status Reports. Commencing on the date that is thirty (30) days after the Effective

Date and continuing monthly thereafter, Owner and a City representative, MEDC representative, MCDC representative, the City-appointed

expeditor, Owner’s contractor(s), and any other necessary party shall meet at a designated building on the Complex Site, in the

development services office of City Hall, and/or in a teleconferencing or virtual meeting space at which meeting the Parties shall discuss

(i) the status of Owner’s efforts to satisfy the conditions set forth in Section 8.1 and/or Final Completion, as applicable,

and (ii) any new matters occurring since the date of the last monthly report that Owner expects shall change or significantly affect

any such deadlines or milestones promptly after Owner becomes aware of any such matters. The Parties agree that each Party shall have

full access to the Project Contractor, the Project Architect and the other consultants (pursuant to protocols, if any, agreed upon under

the construction and design agreements and Section 16.1.1 hereof and provided that the City Representative is the single point

of contact and coordinator for scheduling meetings requested by the City Parties) retained in connection with the design, development

and construction of the Project Improvements. All Parties, including the City Representative, shall be given a reasonable opportunity

to be present at all meetings and briefings with the Project Contractor and the Project Architect (provided that City Representative

is the notice party and single coordinator for notice to the City Parties) with the intent being that the City Parties are each entitled

to full disclosure of the process of managing construction costs and designing, developing and constructing the Project Improvements.

Prior to all meetings, Owner, or its representative, shall provide the City Representative with a copy of all primary agreements and

any other documents relevant to the matters to be discussed at such meeting.

8.2.1

Project Construction Status Reports. Owner shall provide written reports to the City Representative, which may be provided

at the meeting required by Section 8.2, regarding the status of the Project Improvements Work not less frequently than once every

month, which reports shall include (i) any new or additional facts discovered by Owner or any circumstances known to Owner that occur

during the course of the Project Improvements Work which in Owner’s reasonable opinion materially change the Total Project Costs

or materially affect Owner’s ability to achieve Substantial Completion and Commencement of Operations, including any Excusable

Owner Delay or City Party Delay and reasonable detail of such facts or circumstances, (ii) any material change to the Project Construction

Schedule or the Complex Budget, (iii) an updated version of the Complex Budget, and (iv) an updated version of the Project Construction

Schedule.

Article

IX.

CONSTRUCTION

OF THE PROJECT IMPROVEMENTS;

GENERAL

WORK REQUIREMENTS

9.1

General Provisions.

9.1.1

Project Improvements. Owner shall design, develop and construct, or have designed, developed and constructed, the Project

Improvements within the Complex Site in accordance with the terms and conditions of this Agreement and all Applicable Law, and shall

adhere to the Project Construction Schedule (subject to any Excusable Owner Delay and/or City Party Delay permitted in accordance with

the terms of this Agreement), in each case, at Owner’s sole cost, risk and expense. No additional contribution, back charge, payment,

or charge shall be charged against, withheld from, or assessed against MEDC or the other City Parties for any Cost Overruns (as hereinafter

defined). Owner shall be responsible for the payment of any Cost Overruns. The term “Cost Overruns” as used

in the Agreement shall mean the amount by which the total costs and expenses required to be paid for the design, development, construction

and furnishing of the Project Improvements included in the Complex Budget exceeds the Complex Budget; provided, that, Cost Overruns

shall not include such excess costs and expenses to the extent such excess arises out of or is attributable to any acts, failure to act

(or failure to act timely) or omissions of the City Parties or any of their respective agents, contractors or licensees.

9.1.2

Project Scope Summary. Owner covenants and agrees that the construction of the Project Improvements at and within the Complex

Site shall include the following general program elements and design specifications (the “Project Specifications”):

(a)

A new, First Class, state-of-the art amphitheater/outdoor entertainment venue facility that shall provide concerts, live shows, and other

entertainment and civic events, containing, at a minimum, 20,000 manifested or unmanifested ticketed seats and a minimum of 250 suites

with a maximum of 2,000 unmanifested ticketed seats located within designated suite areas, to include, among such suites, one 400-person

capacity, or greater, Owner’s suite (collectively, the “Complex”);

(b)

A minimum of 5,000 dedicated surface parking spaces, including a structured parking pedestal;

(c)

Public infrastructure improvements peripheral to the Complex that are identified in Exhibit G;

(d)

A number of marquees, video boards and electronic signage, equipped with the latest technology;

(e)

Storage space; and

(f)

First-class lighting to support the Complex.

The

Parties hereby agree that, in accordance with Section 9.1.2 of the Prior Agreement, prior to finalization of the Project Plans, the City

and Owner agreed upon the Complex-related off-site infrastructure that is the responsibility of the Owner and included in the Complex

Budget. Traffic signals, turn lanes and other improvements required by the Complex on-site shall be the responsibility of Owner and part

of the Complex Budget. Notwithstanding anything to the contrary in this Agreement, any off-site infrastructure or other improvements

that are not the express responsibility of Owner under this Agreement (the “City Off-Site Work”) shall not

be a condition precedent to the issuance of a TCO or CO for the Complex, and to the extent the issuance of a TCO or CO is conditioned

upon, or delayed by, the commencement or completion of any City Off-Site Work, (i) the deadlines set forth in Sections 23.1.1(c)

and 23.1.1(d), and any other deadline for Owner’s receipt of a TCO or CO under this Agreement, shall be extended on a day-for-day

basis for the period of such delay, and (ii) no such delay shall constitute or give rise to an Owner Default or result in any liquidated

damages or any reduction, suspension, or forfeiture of any City Party contribution or incentive under Section 9.8, including the reimbursement

of the Purchase Price under Section 9.8.4(c).

9.1.3

Eminent Domain for Public Infrastructure. Owner shall use all reasonable efforts to acquire, by negotiated purchase, right-of-way

or easements located offsite of the Complex and required under the traffic study and Article IX with respect to the installation of qualified

public infrastructure for the Complex. If acquired by Owner, such right-of-way or easements shall be purchased in the name of, or subsequently

transferred to, the City for the public purposes contemplated herein. The Parties acknowledge that Owner i) was unable to acquire the

needed right-of-way or easements for all parcels by negotiated purchase on or before January 30, 2026 and ii) delivered to the City the

documents listed in Section 9.1.3.1 for any affected parcel on or before January 30, 2026, and the City will continue to cooperate

with the Owner, at the sole cost and expense of Owner, including City’s costs for attorneys’ fees, consultants, franchise

utility relocation, and appraisers, to acquire the needed right-of-way or easements including, but not limited to, the exercise by the

City of its power of eminent domain. The determination of a public purpose and any decision to exercise such power is, however, within

the sole discretion of the City. Notwithstanding anything in this Agreement to the contrary, recognizing that Owner delivered all of

the documents required under Section 9.1.3.1 to the City by January 30, 2026, if lawful possession in eminent domain of less than

all of the needed right-of-way and easements for parcels requested by Owner through eminent domain (the “ED Parcels”)

is obtained by the City by December 31, 2026, completion of the public infrastructure for the ED Parcels by Owner shall not be a condition

precedent to issuance of a Temporary Certificate of Occupancy. For the avoidance of doubt, the Parties agree that other obligations of

Owner under this Agreement may be conditions precedent to the issuance of a Temporary Certificate of Occupancy. All expenses, including

soft costs, incurred by Owner in connection with the acquisition of said rights-of-way or easements required under the traffic study

or otherwise required by the City shall be deemed qualified public infrastructure expenses subject to reimbursement by the City in accordance

with the terms of Section 9.8.5 hereof.

9.1.3.1

Delivery of ED Parcel Documents. The Parties acknowledge that Owner delivered all of following documents to the City by January

30, 2026, pursuant to its request for eminent domain for an ED Parcel under Section 9.1.3:

●

Landowner

contact information;

●

Legal

description (metes and bounds) and survey of parcel;

●

Graphic

of parcel;

●

All

offer letters to landowners;

●

All

correspondence to and from landowners (offers, counteroffers, rejections), including draft instruments tendered to landowners;

●

current, certified appraisal by City-approved appraisal firm of the property interest being acquired; and

●

title report or title commitment (including all filed instruments affecting the parcel).

9.1.4

Agreed Changes to Complex Design. Notwithstanding anything in this Agreement to the contrary, the Parties agree that the Complex

shall include, at Owner’s expense, an enclosed stage, an eight-foot (8’) high, opaque barrier along the southern perimeter

of the Complex Site, sidewalks along the perimeter of the Complex that are not less than eight feet (8’) wide (as such are depicted

on the submitted Site Plan), a sound-attenuating wall attached to that face of the parking garage lying adjacent to the easternmost,

internal fire lane from the amphitheater, a redesigned Owner’s Suite (under Section 12.8.2), and a designated Suite (under

Section 12.8.1), all as more particularly shown and in substantial conformity with the graphics set forth on Exhibits I -M attached

hereto and made a part hereof by reference. The Parties further agree that the required amount of vehicle parking spaces within the Complex

may be constructed with a minimum width of eight feet, nine inches (8’9”) each. In addition, for all street frontages, the

landscape buffer shall be a minimum of eight feet, five inches (8’5”), except US75 which shall be a minimum of thirty feet

(30’), and a minimum of fifty percent (50%) of the required street trees shall be provided within the landscape buffer, with remaining

street trees being provided throughout the Complex. Notwithstanding the foregoing, none of the agreed Complex design elements described

in this Section 9.1.4 shall constitute approval of the Site Plan for the Complex.

9.2

Review Rights. The City Parties shall have the right to participate in periodic design meetings and the right to review and

comment on material design aspects of the proposed plans and specifications for the Complex. The City Parties shall also have the right,

at their expense, to review construction, including, without limitation, contracting with a construction observer to meet with Owner

and its contractor for updates and to review such construction for compliance with approved plans and specifications and all other applicable

requirements. Without limiting any other obligations of City Parties hereunder, City Parties or any third-party construction monitor

shall be subject to the requirements of Section 16.1.1 pursuant to this Section 9.2.

9.3

Remedial Work.

9.3.1

Owner’s Remedial Work. Owner shall be responsible for performing or causing to be performed, and for paying the cost

of performing, any and all corrective or remedial actions (including all investigations, monitoring, etc.) required by Applicable Law

to be performed with respect to any Environmental Event or any Hazardous Materials present at, in, on, or under the Complex Site (“Owner’s

Remedial Work”). Prior to undertaking any Owner’s Remedial Work, Owner shall notify the City Representative of the

steps Owner proposes to take with respect to any Owner’s Remedial Work and Owner shall select an independent environmental consultant

or engineer to oversee Owner’s Remedial Work. To the extent any City Party has a claim against any third Person with respect to

any Environmental Event that is included in Owner’s Remedial Work, such City Party hereby assigns to Owner, as of the date Owner

is required to perform the related Owner’s Remedial Work, such claim insofar as it relates to the cost of Owner’s Remedial

Work or any damages suffered by Owner in connection with such Environmental Event, and such City Party shall reasonably cooperate with

Owner and provide Owner with such information as Owner shall reasonably request in pursuing such claim against any such Person.

9.3.2

Reserved.

9.3.3

Waste Disposal. All construction wastes resulting from any Construction Work shall be disposed of appropriately by Owner based

on its waste classification. Regulated wastes, such as asbestos and industrial wastes shall be properly characterized, manifested and

disposed of at an authorized facility.

9.3.4

No Cost to City Parties. For the avoidance of doubt it is understood and agreed that the City Parties shall not be responsible

for the cost of any of Owner’s Remedial Work.

9.4

Work Performed on Project Improvements and Additional Work.

9.4.1

General Requirements. Owner shall not do or permit others to do any Construction Work, (i) prior to the Closing Date, (ii)

unless and until Owner shall have first procured and paid for all Governmental Authorizations and approvals then required for the Construction

Work being then performed, (iii) with respect to any Project Improvements Work and Material Additional Work only, unless and until Owner

shall have submitted the Project Plans or the Material Additional Work Plans, as applicable, for Approval pursuant to the terms of this

Agreement, as and if required, (iv) unless and until Owner is in compliance with all Insurance Covenants, and (v) Owner has met with

the City and the Consultant. It is understood and agreed that, to the extent permitted by Applicable Law, such permits and authorizations

may be procured in stages. All Construction Work shall be (a) prosecuted with due diligence and completed with all reasonable dispatch

(provided that with respect to the Project Improvements, and with respect to Material Additional Work, in accordance with the Material

Additional Work Construction Schedule, as each may be extended by Excusable Owner Delay and/or City Party Delay in accordance with the

terms of this Agreement), (b) designed, constructed and performed in a good and workmanlike manner in accordance with standard design

or construction practice, as applicable, for the design or construction of improvements similar to the Improvements in question or the

performance of the work in question, pursuant to a Project Design Contract and a Project Construction Contract, (c) constructed and performed

using qualified workers and subcontractors, and (d) constructed and performed in accordance with all Applicable Law, the requirements

of this Agreement and, to the knowledge of Owner, the requirements, rules and regulations of all insurers of the Complex Site. Without

limiting the foregoing and with respect to the Project Improvements Work only, Owner shall use commercially reasonable efforts to adhere

to the Project Construction Schedule. Owner shall take commercially reasonable measures and precautions to minimize the risk of damage,

disruption or inconvenience caused by such work on properties in the immediate vicinity of the Complex Site in accordance with the Operating

Standard and make adequate provisions for the safety of all Persons affected thereby in connection with any Construction Work. Except

and to the extent as otherwise expressly set forth herein, Owner shall be responsible for all costs incurred in connection with any Construction

Work. Dust, noise and other effects of such work shall be controlled by Owner using commercially accepted methods so as to comply with

all Applicable Law.

9.4.2

Record Drawings and Other Documents. Upon completion of any Project Improvements Work or any Material Additional Work, Owner

shall furnish to City (i) one (1) complete, electronic set of record drawings (prepared in accordance with the Project Design Contract

in the case of the Project Improvements Work, and in accordance with accepted industry standards, to the extent appropriate considering

the work performed in the case of any Material Additional Work in question) and (ii) copies of all Governmental Authorizations required

for the use, occupancy and operation of all aspects and areas of the Complex Site in accordance with the terms of this Agreement, including

all Governmental Authorizations required to be issued to Owner or its Affiliates to fulfill its obligations under this Agreement, it

being understood that some or all of the foregoing drawings and copies may be furnished in electronic form (portable document format,

a/k/a .pdf).

9.4.3

Retention of Drawings and Other Documents. Owner shall retain and at all times maintain at a business office within the Complex

Site, at least one (1) complete, legible, electronic (or full-size) set of all working drawings in accordance with accepted industry

standards regarding the Project Improvements, to the extent appropriate considering all work performed to date and the Improvements as

they then exist, and certified true copies of all Governmental Authorizations, including (if applicable) all Certificates of Occupancy

or their equivalent for the Complex Site as they then exist, as shall then be required by any Governmental Authority, it being understood

that some or all of the foregoing drawings and copies may be retained in electronic form (portable document format, a/k/a .pdf) subject

to the requirement to keep and maintain a hard copy during the construction period only if required by Applicable Law. After termination

or expiration of this Agreement, Owner shall permit City Parties to use (but not own) for purposes related to the Project Improvements

all such working drawings retained by Owner under this Section 9.4.3 and at all times during the Term, the same shall be available

to City Parties and its agents and employees who shall have the right, at all reasonable times during Business Hours and upon not less

than three (3) days’ Notice to Owner, to examine, inspect, review, copy and otherwise use the same, all in accordance with the

Project Design Contract.

9.4.4

Contract Requirements. Owner shall cause (i) all contracts with any contractor regarding the construction of any Construction

Work to be entered into with a Qualified Contractor, (ii) all contracts with any architect or design professional regarding any Construction

Work to be entered into with a Qualified Design Professional, (iii) the Project Design Contract and any Material Additional Work Design

Contract to permit City Parties to use (but not own) any plans and specifications to which Owner is then entitled pursuant to any such

Project Design Contract or Material Additional Work Design Contract, (iv) the Project Construction Contract and any Material Additional

Work Construction Contract to provide for statutory retainage in accordance with the then current requirements of the Texas Property

Code and to contain a representation and warranty that the Construction Work covered by such agreements shall be warranted from defects

in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Work (unless

a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction

Work), and (v) the Project Construction Contract to (a) cover all of the Project Improvements Work through Final Completion, (b) require

Substantial Completion to be achieved in accordance with the terms of this Agreement (except as otherwise Approved by City Representative

pursuant to Section 11.1.5), (d) as determined by Owner either be bonded by a Qualified Surety pursuant to statutory payment and

performance bonds that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project

Construction Contract Bond”), or be guaranteed by a creditworthy parent entity of the Project Contractor with the financial

ability to pay sums should they become due under such a parent guarantee and include the use of a customary subguard program that have

been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Contractor

Parent Guarantee”), in each case naming City as a co-obligee (except as otherwise Approved by City Representative) and

(e) require that upon Substantial Completion, Owner shall continue to retain an amount at least equal to the greater of $5,000,000.00

or two times the cost to complete the Project Improvements Work in order to achieve Final Completion unless a lesser amount is Approved

by City Representative (collectively, the “Project Construction Contract Requirements”).

9.5

Mechanics’ Liens and Claims. If any Lien shall be filed against an MEDC interest in the Complex Site, the MEDC, or any

Property of the MEDC by reason of any work, labor, services or materials supplied or claimed to have been supplied on or to the Complex

Site (collectively, any “Mechanic’s Lien”) by or on behalf of Owner, any Affiliate of Owner or anyone

claiming by, through or under Owner or any Affiliate of Owner, Owner shall, at its cost and expense, after Notice of the filing thereof

but in no event less than sixty (60) days after it is filed or claimed, cause the same to be released, satisfied or discharged of record,

or effectively prevent, to the reasonable satisfaction of City Representative, the enforcement or foreclosure thereof against any MEDC

interest in the Complex Site, the MEDC, or any Property of the MEDC or by injunction, payment, deposit, bond, order of court or otherwise.

If Owner fails to satisfy or discharge of record any such Mechanic’s Lien, or effectively prevent the enforcement thereof, not

less than sixty (60) days after it is filed or claimed, then the MEDC shall have the right, but not the obligation, to satisfy or discharge

such Mechanic’s Lien by payment to the claimant on whose behalf it was filed, and Owner shall reimburse the MEDC within fifteen

(15) days after demand for all amounts paid by the MEDC (including reasonable attorneys’ fees, costs and expenses), together with

interest on such amounts at the Default Rate from the date of demand for such amounts by the MEDC until reimbursed by Owner, without

regard to any defense or offset that Owner has or may have had against such Mechanic’s Lien claim. Owner shall indemnify, defend

and hold the City Parties harmless from and against any and all such Mechanic’s Liens (including, all costs, expenses and liabilities,

including reasonable attorneys’ fees and court costs, so incurred in connection with such Mechanic’s Liens). IT IS THE INTENT

OF CITY PARTIES AND OWNER THAT NOTHING CONTAINED IN THIS AGREEMENT SHALL (1) BE CONSTRUED AS A WAIVER OF CITY PARTIES’ LEGAL IMMUNITY

AGAINST MECHANIC’S LIENS ON ITS PROPERTY AND/OR ITS CONSTITUTIONAL AND STATUTORY RIGHTS AGAINST MECHANIC’S LIENS ON ITS PROPERTY,

INCLUDING THE COMPLEX SITE, (2) BE CONSTRUED AS CONSTITUTING THE EXPRESS OR IMPLIED CONSENT OR PERMISSION OF CITY PARTIES FOR THE PERFORMANCE

OF ANY LABOR OR SERVICES FOR, OR THE FURNISHING OF ANY MATERIALS TO, OWNER THAT WOULD GIVE RISE TO ANY SUCH MECHANIC’S LIEN AGAINST

CITY PARTIES’ INTEREST IN THE COMPLEX SITE, THE PROJECT, OR ANY PROPERTY OF CITY PARTIES, OR IMPOSING ANY LIABILITY ON CITY PARTIES

FOR ANY LABOR OR MATERIALS FURNISHED TO OR TO BE FURNISHED TO OWNER UPON CREDIT, (3) GIVE OWNER ANY RIGHT, POWER OR AUTHORITY TO CONTRACT

FOR OR PERMIT TO BE FURNISHED ANY SERVICE OR MATERIALS, IF DOING SO WOULD GIVE RISE TO THE FILING OF ANY MECHANICS’ OR MATERIALMANS’

LIEN AGAINST ANY OR ALL OF THE LAND OR ANY CITY PARTY INTEREST THEREIN; OR (4) TO EVIDENCE CITY PARTIES’ CONSENT THAT THE LAND

BE SUBJECTED TO ANY SUCH MECHANICS’ OR MATERIALMANS’ LIEN. CITY PARTIES SHALL HAVE THE RIGHT AT ALL REASONABLE TIMES DURING

ANY CONSTRUCTION ACTIVITY IN THE COMPLEX SITE TO POST AND KEEP POSTED ON THE COMPLEX SITE SUCH NOTICES OF NON-RESPONSIBILITY AS CITY

PARTIES MAY DEEM NECESSARY FOR THE PROTECTION OF CITY PARTIES, AND THE FEE OF THE COMPLEX SITE, FROM MECHANIC’S LIENS.

9.6

Reserved

9.7

Total Project Costs

9.7.1

The Parties anticipate a total Complex development budget of approximately $220,000,000, subject to an increase or reduction in the Owner’s

sole and absolute discretion; provided, however, Owner shall not reduce the Complex Budget below $200,000,000 without the City’s

consent. If the Complex Budget is reduced below $200,000,000, the contributions required to be made by the City Parties in accordance

with Section 9.8 may be reduced, pro rata, in the City Parties’ sole discretion. Furthermore, the Owner covenants and agrees

that if the Complex Budget is reduced below $200,000,000 but (a) the actual cost of Complex construction is less than $200,000,000, any

surplus (i.e., the difference between the Complex Budget and Total Project Costs actually incurred) from the construction of the

Project Improvements shall, at Owner’s election, be utilized for one or more of the following purposes upon Final Completion of

the Project Improvements: (i) construction of additional Owner-controlled parking, or (ii) such other purpose(s) mutually agreed to by

the Parties; (b) the actual cost of Complex construction exceeds $200,000,000, then Owner may determine how to apply such excess in its

sole discretion. Notwithstanding the foregoing or anything herein to the contrary, if the Total Project Costs exceed $200,000,000, Owner

shall be obligated to pay for same.

9.8

Contributions and Incentives of the City Parties

9.8.1

Subject to the terms of this Agreement and as further set forth herein, the City Parties shall provide the incentives set forth in this

Section 9.8 for the public purpose of stimulating economic development and employment in the City.

9.8.2

Subject to the terms of this Section 9.8.2 and Article XXIII, the City (or a City Party or the City of McKinney Tax Reinvestment

Zone No. 1 (the “TIRZ”), if utilized by the City in its sole discretion) shall pay to the Owner the incentive

payments set forth in this Section 9.8.2; provided, however, to be eligible for such incentive payments, the Owner shall present

not less than forty-five (45) Commercial Events annually, with a paid attendance of not less than 450,000 manifested tickets, annually;

provided further, unearned, advanced incentive payments shall be deducted from incentive payments in the following incentive period/year.

(a)

The City, City Party, or the TIRZ shall pay Owner a fixed portion of the Complex Budget costs related to parking facilities in the aggregate

amount of $18,000,000. Such amount shall be paid in annual installments of $3,000,000 for six (6) years, with the first payment commencing

on February 1st after the first year in which 45 Commercial Events are completed in a calendar year; provided, however, the aggregate

amount of the above-described incentive shall be reduced if the total number of parking spaces that are (i) contained on the approved

plans for the Complex Site or (ii) actually constructed on the Complex Site as of the date of the first scheduled payment, is less than

5,000. Adjustments in payments shall be made to the first $3,000,000 annual payment, and subsequent payments, as necessary, in the amount

of $2,000 for each patron parking space under 5,000;

(b)

The City shall pay Owner at the end of each twelve (12) month period for an aggregate period which is two hundred forty (240) months

from the first Commercial Event at the Complex, a payment equal to $0.90 of the Ticket Fee received by the City from the Owner (or the

Operator);

(c)

City shall pay Owner, on a quarterly basis and based upon actual receipts verified by the City, an annual operations incentive equal

to seventy-five percent (75%) of the City’s sales and use taxes ($0.01 City portion only and City portion of mixed beverage

taxes) received from taxable sales at the Complex, including, but not limited to, parking, alcohol, tickets, food and merchandise, for

a period of one hundred thirty-two (132) months, beginning with the first Commercial Event at the Complex; thereafter, the City shall

pay Owner an annual operations incentive equal to forty percent (40%) of the City’s sales and use taxes ($0.01 City portion only

and City portion of mixed beverage taxes) received from taxable sales at the Complex, including, but not limited to, parking, alcohol,

tickets, food and merchandise, for a period of sixty (60) months; provided, however, that the aggregate amount paid by the City to Owner

under this Section 9.8.2(c) and Section 9.8.2(d) shall not exceed Three Million Dollars ($3,000,000) during the sixty (60)

month period described in this sentence. For the avoidance of doubt, the $3,000,000 cap set forth in the preceding sentence constitutes

a single shared cap across both Section 9.8.2(c) and Section 9.8.2(d), and once the aggregate amount paid to Owner under

either or both of such Sections during the applicable period equals $3,000,000, all payment obligations of the City to Owner under both

Section 9.8.2(c) and Section 9.8.2(d) shall immediately terminate. For purposes of this Section 9.8.2(c), payments

shall not be earned by the Owner, and are subject to repayment through subsequent year reductions, in any year wherein forty-five (45)

Commercial Events, with a paid attendance of not less than 450,000 manifested tickets, are not presented at the Complex;

(d)

City shall pay Owner, on an annual basis and based upon actual receipts verified by the City, an annual operations incentive equal to

seventy-five percent (75%) of the City’s portion of the ad valorem real property improvements and business personal property taxes,

excluding taxes on the Land, paid by Owner and received by the City on the Complex for a period of eleven (11) tax years, beginning in

tax year 2025; thereafter, the City shall pay Owner an annual operations incentive equal to forty percent (40%) of the City’s portion

of the ad valorem real property improvements and business personal property taxes, excluding taxes on the Land, paid by Owner and received

by the City on the Complex for a period of five (5) tax years; provided, however, that the aggregate amount paid by the City to Owner

under Section 9.8.2(c) and Section 9.8.2(d) shall not exceed Three Million Dollars ($3,000,000) during the five (5) tax

year period described in this sentence. For the avoidance of doubt, the $3,000,000 cap set forth in the preceding sentence constitutes

a single shared cap across both Section 9.8.2(c) and Section 9.8.2(d), and once the aggregate amount paid to Owner under

either or both of such Sections during the applicable period equals $3,000,000, all payment obligations of the City to Owner under both

Section 9.8.2(c) and Section 9.8.2(d) shall immediately terminate. For purposes of this Section 9.8.2(d), payments

shall not be earned by the Owner, and are subject to repayment through subsequent year reductions, in any year wherein forty-five (45)

Commercial Events, with a paid attendance of not less than 450,000 manifested tickets, are not presented at the Complex;

(e)

City shall provide to Owner an economic development grant (the “Separated Materials Tax Grant”) payable to

Owner in an amount equal to fifty percent (50%) of the City’s share of the sales tax revenue generated from the use of a Separated

Materials Contract with the situs of construction materials in the City and actually received by the City from the Comptroller of Public

Accounts of the State of Texas. The Separated Materials Tax Grant shall be paid upon completion of construction of the project related

to the Complex and after all of the net sales tax from the use of Separated Materials Contracts has been received by the City. For the

avoidance of doubt, no sales tax revenue shall be paid by the MEDC or MCDC under the Separated Materials Tax Grant. The Separated Materials

Tax Grant shall be paid once all construction is completed on the project related to the Complex and after all of the net sales tax from

the use of Separated Materials Contracts has been received by the City. The Owner is required to use Ryan, LLC (the “Consultant”),

as a consultant to assist the Owner in the drafting, implementation, and management of the separated materials and labor construction

contracts. Owner shall pay Consultant direct from Owner’s funds. The Owner shall meet with the City and the Consultant prior to

the execution of any construction contracts for the Complex or the commencement of any construction. The City’s cost of administration,

being an amount equivalent to the average annual hourly rate of City personnel used multiplied by the number of hours worked, shall be

deducted from the amounts due to Owner prior to the City remittance to the Owner; and,

(f)

The Owner shall pay all roadway, water, and wastewater impact fees for the Complex up to $1,000,000. After the City’s receipt of

the foregoing impact fees from the Owner, the City shall transfer, from appropriate City fund accounts to the impact fee accounts, the

amount of assessed roadway, water, and wastewater impact fees for the Complex exceeding $1,000,000 (the “Impact Fee Incentive”)

as an incentive to the Owner. The Parties acknowledge and agree that, as of the Execution Date, the Parties have complied with their

obligations under this Section 9.8.2(f) and that, specifically, (1) Owner has paid $1,000,000 in roadway, water, and wastewater

impact fees for the Complex, and (2) City has paid a total of $2,937,610 from appropriate City fund account to the impact fee accounts,

which represent the assessed roadway, water, and wastewater impact fees for the Complex in excess of $1,000,000.

Owner

acknowledges that, pursuant to this Section 9.8.2, the City provided notice to Owner that the City has elected to utilize TIRZ

revenues to pay all or a portion of the City’s incentives provided in Section 9.8 of this Agreement. Owner previously agreed,

and hereby agrees, that all or a portion of the City’s incentive payments made pursuant to this Section 9.8.2 may be paid

from TIRZ revenues.

9.8.3

Owner acknowledges and agrees that MCDC has contributed an aggregate of $3,000,000 in cash for qualified public infrastructure costs

for the Complex, as authorized pursuant to the Texas Development Corporation Act, exclusive of any soft costs (e.g. design, engineering,

permits, and financing), which contributions (a) were made in satisfaction of MCDC’s obligation to contribute $3,000,000 in cash

for qualified public infrastructure costs as required under the Prior Agreement, (b) shall remain subject to the terms and conditions

of this Agreement, including Section 9.8.2 and Article XXIII, for as long as this Agreement is in effect, and (c) shall

constitute a part of the Complex Budget.

(a)

The Parties acknowledge and agree that Owner was reimbursed on a quarterly basis upon City’s receipt of proof from Owner of payments

made to contractors.

(b)

Qualified public infrastructure shall include:

(i)

Roads, curbs and gutters, etc. both within the Complex and roadways accessing the Complex from the periphery of the Complex Site;

(ii)

Utilities and all civil work;

(iii)

Subsurface wireless network technology;

(iv)

Complex common areas that are, at all times, accessible to the public;

(v)

Permanent parking facilities;

(vi)

Traffic signals, turn lanes and other improvements on land immediately adjacent to the Complex Site; and

(vii)

Fire suppression.

9.8.4

Owner acknowledges and agrees that MEDC has contributed an aggregate of $5,000,000 in cash for qualified public infrastructure costs

for the Complex, as authorized pursuant to the Texas Development Corporation Act, exclusive of any soft costs (e.g. design, engineering,

permits, and financing), which contributions (a) were made in satisfaction of MEDC’s obligation to contribute $5,000,000 in cash

for qualified public infrastructure costs as required under the Prior Agreement, (b) shall remain subject to the terms and conditions

of this Agreement, including Section 9.8.2 and Article XXIII, for as long as this Agreement is in effect, and (c) shall

constitute a part of the Complex Budget.

(a)

The Parties acknowledge and agree that Owner was reimbursed on a quarterly basis upon City’s receipt of proof from Owner of payments

made to contractors.

(b)

The qualified public infrastructure costs for which such contributions were made shall include:

(i)

Roads, curbs and gutters, etc. both within the Complex and roadways accessing the Complex from the periphery of the Complex Site;

(ii)

Utilities and all civil work;

(iii)

Subsurface wireless network technology;

(iv)

Complex common areas that are, at all times, accessible to the public;

(v)

Permanent parking facilities;

(vi)

Traffic signals, turn lanes and other improvements on land immediately adjacent to the Complex Site; and

(vii)

Fire suppression.

(c)

In addition to the above contributions, subject to the terms of this Agreement, MEDC shall reimburse Owner, within thirty (30) days of

Owner’s receipt of a TCO, if such TCO is received within thirty-six (36) months from Entitlement, or within thirty (30) days of

Owner’s receipt of a CO if a TCO is not received within thirty-six (36) months from Entitlement, all purchase monies previously

paid by Owner to MEDC for the Land, up to the Purchase Price, and MEDC shall release Owner and guarantors from their respective obligations

under the Promissory Note, the Deed of Trust, the Collateral Assignment of Rents, and the Personal Guaranty.

9.8.5

Subject to Section 9.8.2 and Article XXIII, as long as this Agreement is in effect, on a reimbursement basis and upon completion

of each stage/phase/component of the improvements and the City’s verification of such costs, the City shall contribute up to an

aggregate of $5,000,000 in cash for agreed offsite roadway, traffic controls and related qualified public infrastructure costs, exclusive

of any soft costs (e.g. design, engineering, permits, and financing), for the Complex, which shall be part of the Complex Budget. If

the agreed offsite infrastructure improvements exceed $5,000,000 and are less than $8,000,000, the City shall reimburse Owner, as set

forth above, fifty percent (50%) of the costs of such improvements. The City shall be solely responsible for any offsite infrastructure

improvement costs in excess of $8,000,000; provided, however, Owner or the Consultant shall apply for grant funding for offsite infrastructure

improvements in an amount not less than the total amount of all offsite infrastructure improvement costs, and, in the event such grant

funding is received, grant funds shall be disbursed as follows: (1) first, to the City, to reimburse City for all amounts City paid for

offsite infrastructure improvement costs as a result of the total offsite infrastructure improvement costs exceeding $8,000,000, (2)

second, to the Owner and the City, equally, in an amount not to exceed $1,500,000.00 per Party, to reimburse Owner and City for their

respective fifty percent (50%) share of total offsite infrastructure costs that exceed $5,000,000 and are less than $8,000,000, and (3)

third, to the City.

9.8.6

Notwithstanding anything in this Agreement to the contrary, in the event Owner does not receive a TCO and begin operations within thirty-six

(36) months from the date of Entitlement, Owner shall forfeit its right to the incentives set forth in this Section 9.8, except

the incentive to receive reimbursement of the Purchase Price from MEDC pursuant to, and subject to the terms of, Section 9.8.4(c).

9.9

Zoning and Permits. In order to develop the Complex Site for the purposes described herein, it may be necessary or desirable

that (i) street, water, sewer, drainage, gas, power lines, set back lines or other easements, dedications or similar rights be granted

or dedicated over or within portions of the Complex Site by plat, replat, grant, deed or other appropriate instrument or acquired on

other properties or (ii) that existing street, sewer, drainage, gas, power lines, set back lines or other easements, dedications or similar

rights on, in the vicinity of or affecting the Complex Site or portions thereof be vacated or abandoned. With respect to the Complex

Site, City Parties shall, on written request of Owner, join with Owner in executing and delivering such reasonable documents and otherwise

reasonably cooperate with or assist Owner (at Owner’s expense as a portion of the Total Project Costs if incurred in connection

with the Project Improvements Work) from time to time throughout the Term, as may be appropriate or necessary for the development of

the Complex Site or to reasonably facilitate future Improvements on the Complex Site.

9.10

Cessation of Work for Longer than 180 Days. In the event of a suspension of the construction of the Project Improvements by

Owner for longer than one hundred eighty (180) consecutive days for any reason other than Excusable Owner Delay and/or City Party Delay

(either such occurrence being a “Cessation of Work”), then, within thirty (30) days after Owner’s receipt

of Notice from City informing Owner that a Cessation of Work has occurred, Owner shall submit to City a written completion plan detailing

the measures that Owner shall implement to resume the construction of the Project Improvements and achieve Substantial Completion as

required under this Agreement and which plan shall (i) be adequate to provide the City Parties with commercially reasonable assurance

that, upon completion of such plan, Owner shall resume the construction of the Project Improvements and achieve Substantial Completion

as required under this Agreement and (ii) designate such reasonable major milestones as are reasonably appropriate in the circumstances

as benchmarks for Owner’s progress in prosecuting such plan. If the City Parties in their sole discretion, in good faith, determine

that any plan proposed by Owner pursuant to this Section 9.10, fails to satisfy the foregoing requirements, the City Parties shall

deliver Notice to Owner, specifying the reasons for City Parties’ dissatisfaction with such plan, and Owner shall, in good faith,

propose such revisions to such plan as soon as practical as necessary to conform same to the requirements of this Section 9.10.

If City Parties so request, Owner agrees to confer with the City Parties regarding any plan required by Owner pursuant to this Section

9.10 prior to submission to City Parties. After submittal to City Parties of a plan proposed by Owner pursuant to this Section

9.10, Owner shall promptly commence the implementation of such plan and thereafter diligently prosecute the Project Improvements

Work in accordance with same.

9.11

Abandonment. In the event the Owner abandons the construction of the Complex prior to the completion of the Complex, such

abandonment, subject to notice and cure rights provided hereunder, shall constitute an Event of Default.

9.12

Project Construction Contract Bond or Project Contractor Parent Guarantee. Notwithstanding anything herein to the contrary,

City covenants and agrees that so long as no Owner Default then exists and provided that Owner has promptly commenced and is diligently

pursuing all claims under the Project Construction Contract Bond or Project Contractor Parent Guarantee to cause the performance of the

Project Improvements Work and the payment of all obligations in connection with same, City shall not exercise its right as co-obligee

under the Project Construction Contract Bond or Project Contractor Parent Guarantee. Owner covenants and agrees that (a) all proceeds

received by or on behalf of Owner under the Project Construction Contract Bond or Project Contractor Parent Guarantee shall be applied

in satisfaction of Owner’s obligation hereunder to (i) complete the Project Improvements Work and (ii) pay the Total Project Costs

and (b) upon the occurrence and during the continuance of both an Owner Default and an event of default under the Permitted Project Financing,

City may elect, upon delivery of notice thereof to Owner, to have the right (to the exclusion of Owner) to enforce, and make claims under,

the Project Construction Contract Bond or Project Contractor Parent Guarantee (including the use of a customary subguard program), subject

to the rights of the Permitted Project Financing Holders, who shall have the first right to enforce and make claims thereunder.

Article

DELAYS

AND EFFECT OF DELAYS

10.1

Excusable Owner Delay. Regardless of the existence or absence of references to Excusable Owner Delay elsewhere in this Agreement,

the deadlines of Owner set forth in Section 8.1 and all other deadlines and time periods within which Owner must fulfill the obligations

of Owner elsewhere in this Agreement shall each be adjusted as appropriate to include Excusable Owner Delay Periods unless otherwise

expressly provided in this Agreement; provided that Owner complies with the requirements of this Article X.

With

respect to each occurrence of Excusable Owner Delay, Owner shall, within twenty (20) days after Owner’s knowledge of the occurrence

of an event that Owner reasonably believes to be an Excusable Owner Delay, which may be a claim from the Project Contractor, give Notice

to the City Representative of the event constituting Excusable Owner Delay, Owner’s good faith estimate of the Excusable Owner

Delay Period resulting therefrom and the basis therefor, Owner’s good faith estimate of any adjustment resulting therefrom that

is to be made to the Project Construction Schedule or other time for performance, as the case may be, together with reasonable documentation

supporting the adjustments proposed. If the City Representative believes that the documentation supplied is not sufficient to justify

the delay claimed or adjustments proposed, the City Representative shall give Notice to Owner of the claimed deficiency and Owner shall

have a reasonable period of time to more fully document the delay and adjustments claimed. Only one (1) Notice from Owner shall be required

with respect to a continuing Excusable Owner Delay, except that Owner shall promptly (and in no event less often than every month) give

Notice to the City Representative of any further changes in the Project Construction Schedule or the additional time for performance

claimed by reason of the continuing delay. The City Representative shall have the right to challenge Owner’s assertion of the occurrence

of an Excusable Owner Delay, or Owner’s good faith estimate of the Excusable Owner Delay Period, changes in the Project Construction

Schedule or the additional time for performance claimed by reason of the Excusable Owner Delay if the City Representative gives Notice

to Owner within thirty (30) days after receipt by City Representative of such claim of Excusable Owner Delay or Notice from Owner of

further changes to such dates as a result of such Excusable Owner Delay, as the case may be (which challenge shall be deemed to have

been made if the City Representative gives Notice to Owner of any claimed deficiency in documentation as provided for above in this Section

10.1).

10.2

Excusable City Party Delay. Regardless of the existence or absence of references to Excusable City Party Delay elsewhere in

this Agreement, any deadline or time period within which a City Party must fulfill the obligations of such City Party in this Agreement

shall each be adjusted as appropriate to include Excusable City Party Delay Periods; provided that the City Party complies with

the requirements of this Article X.

With

respect to each occurrence of Excusable City Party Delay, City Representative shall, within twenty (20) days after City’s knowledge

of the occurrence of an event that the City Party reasonably believes to be an Excusable City Party Delay, give Notice to Owner of the

event constituting Excusable City Party Delay, City Representative’s good faith estimate of the Excusable City Party Delay Period

resulting therefrom and the basis therefor, City Representative’s good faith estimate of any adjustment resulting therefrom that

is to be made in the time for performance, together with reasonable documentation supporting the adjustments proposed. If Owner believes

that the documentation supplied is not sufficient to justify the delay claimed or adjustment proposed, Owner shall give Notice to City

Representative of the claimed deficiency and City Representative shall have a reasonable period of time to more fully document the delay

and adjustments claimed. Only one (1) Notice from City Representative shall be required with respect to a continuing Excusable City Party

Delay, except that City Representative shall promptly (and in no event less often than every thirty (30) days) give Notice to Owner of

any further changes in the additional time for performance claimed by reason of the continuing delay. Owner shall have the right to challenge

City Representative’s assertion of the occurrence of an Excusable City Party Delay, or City Representative’s good faith estimate

of the Excusable City Party Delay Period, or changes in the additional time for performance claimed by reason of Excusable City Party

Delay if Owner gives Notice to City Representative within thirty (30) days after receipt by Owner of such claim of Excusable City Party

Delay or Notice from City Representative of further changes to such dates as a result of such Excusable City Party Delay, as the case

may be (which challenge shall be deemed to have been made if Owner gives Notice to City Representative of any claimed deficiency in documentation

as provided for above in this Section 10.2).

10.3

Continued Performance; Exceptions. Upon the occurrence of any Owner Delay or City Party Delay, the Parties shall endeavor

to continue to perform their obligations under this Agreement so far as reasonably practical. Toward that end, Owner and City Parties

each hereby agrees that it shall make all reasonable efforts to prevent and reduce to a minimum and mitigate the effect of any Owner

Delay or City Party Delay occasioned by an Excusable Owner Delay or Excusable City Party Delay, as applicable, and shall use its commercially

reasonable efforts to ensure resumption of performance of its obligations under this Agreement after the occurrence of any Excusable

Owner Delay or Excusable City Party Delay, as applicable. The Parties shall use and continue to use all commercially reasonable efforts

to prevent, avoid, overcome and minimize any City Party Delay or Owner Delay.

Article

XI.

APPROVALS,

CONFIRMATIONS AND NOTICES; DISPUTE RESOLUTION

11.1

Approvals, Confirmations and Notices.

11.1.1

Project Specifications. Owner shall obtain the Approval of City Parties of any Material Change to the Project Specifications

prior to the commencement of any Project Improvements Work that involves such Material Change, such Approval not to be unreasonably withheld.

Base Complex Plan. Owner submitted one schematic design on or before July 15, 2024 (the “Preliminary

Base Complex Plan”), which is attached to this Agreement as Exhibit F, to City for City Parties to review, comment on,

and approve as set forth in Section 9.2. On or before December 15, 2024, Owner submitted one final schematic design (the “Final

Base Complex Plan”), which is attached to this Agreement as Exhibit F-1, to City for City Parties’ review, comment

and approval. The Final Base Complex Plan included all of the following: A Civil Site Plan showing location of the Complex,

access roads, parking identifying number of spaces; and landscape elements; existing utilities; proposed utilities; site drainage and

storm water management areas noted; building set back lines; loading dock and trash removal zones; preliminary geotechnical analysis.

11.1.2.2

Complex Floor Plans that clearly delineate how Owner is meeting the requirements set forth in Section 9.1.2 Project

Specifications.

11.1.2.3

Complex Building Sections through major amphitheater elements to show relevant conditions; floor to grade relationship; slab

to slab and finished floor to ceiling heights.

11.1.2.4

Complex Building Elevations showing North, East, South and West elevation views; extent of glazing; material identified; floor

lines, roof lines indicated with dimensions; and finished grades clearly shown.

11.1.2.5

Structural Narrative shall include a detailed description of the structural system and alternatives considered.

11.1.2.6

Mechanical System shall include a narrative description of the amphitheater’s major mechanical, electrical and plumbing

components.

11.1.2.7

Code Analysis shall be a narrative how the Complex design meets all applicable City building codes and clearly list any building

code variances required.

11.1.3

Project Drawings. Upon Approval of the Preliminary Base Complex Plan, Owner shall cause the Project Architect to advance the

Preliminary Base Complex Plan through its own means and methods to Project Plans for construction and permitting. During this timeframe

City Parties shall have the right to review and provide input at the following milestones: 100% design development, 50% construction

documents, and 100% construction documents as issued for construction.

11.1.4

Material Changes. In the course of the design or construction of the Project Improvements, Owner may make modifications to

the Preliminary Base Complex Plan and shall prepare the Plans and Specifications using the Preliminary Base Complex Plan as so modified

without the Approval of City Parties. The City Representative shall conduct reviews in accordance with the milestones established in

Section 11.1.3.

11.1.5

Project Construction Contract and Project Contractor. Owner, prior to entering into the Project Construction Contract, submitted

to City Representative the name of the proposed Project Contractor. Owner represents that the Project Construction Contract complies

with the terms of this Agreement. Owner shall not assign, transfer, or otherwise convey the Project Construction Contract or any of Owner’s

rights or obligations under the Project Construction Contract without the prior written consent of the City Parties, which consent may

be withheld in the City Parties’ sole and absolute discretion. Any purported assignment, transfer, or conveyance of the Project

Construction Contract in violation of this Section shall be null and void and of no force or effect.

11.1.6

Project Architect and Design Contract. Owner, prior to entering into the Project Design Contract, submitted to City Representative

the name of the proposed Project Architect. Owner represents that the Project Design Contract complies with the terms of this Agreement.

11.1.7

Reserved.

11.2

Informational Purposes Only; No Approval Required. Information that is submitted to the City Parties for informational purposes

only shall require no Approval by the City Parties; provided, however, such information may be used by the City Parties for confirming

that Owner has complied with its obligations under this Agreement including its obligations to meet the timetables and deadlines set

forth in this Agreement.

11.3

Governmental Rule. No Approvals or confirmations by the City Parties or City Representative under this Agreement shall relieve

or release Owner from any Applicable Law relating to the design, construction, development, operation or occupancy of the Project Improvements

(including Applicable Law that are procedural, as well as or rather than, substantive in nature). The Approval by City Parties or City

Representative of any matter submitted to City Parties or City Representative pursuant to this Agreement, which matter is specifically

provided herein to be Approved by City Parties or City Representative shall not constitute a replacement or substitute for, or otherwise

excuse Owner from, such permitting, licensing or approval processes under Applicable Law; and, conversely, no permit or license so obtained

shall constitute a replacement or substitute for, or otherwise excuse Owner from, any requirement hereunder for the Approval of City

Parties or City Representative.

11.3.1

City Party Cooperation. Subject to Section 11.3, to the extent permitted by Texas law, and subject to any and all limitations

on the City Parties’ rights and powers to do so, the City Parties shall use best efforts to expedite all matters before them to

keep the Complex construction on schedule and shall cooperate reasonably in connection with Owner’s efforts to pursue any necessary

governmental approvals required for financing or development of the Complex, including the City providing Owner with a dedicated project

expeditor to assist with all aspects of obtaining required approvals and permits for the Complex with any City agencies. The MEDC shall

assist and cooperate with Owner through the MEDC’s execution of consents, and such other assurances as may be reasonably requested

by Owner, subject to the City Parties’ rights under Article XXIII. Further, MEDC shall work in good faith with Owners and

its contractors to modify existing zoning, as may be necessary, to all for the Complex uses, which modifications shall include, but not

be limited to, (i) maximum allowable increased flexibility for light and sound emittance along US 75, State Highway 121 and internal

to the site, including code required light and sound emittance adjacent to existing residential development; (ii) extended operating

hours on weekends and for special events; (iii) ability to serve alcohol, subject to Texas Alcoholic Beverage Commission requirements;

and (iv) the ability to install digital signage network throughout which is compatible with the overall “Southgate” development

and the surrounding neighborhoods.

11.4

Standards for Approvals.

11.4.1

Review and Approval Rights. The provisions of this Section 11.4 shall be applicable with respect to all instances in

which it is provided under this Agreement that City Parties, City Representative, Owner or the Owner Representative exercises Review

and Approval Rights (as defined below); provided, however, that if the provisions of this Section 11.4 specifying time

periods for exercise of Review and Approval Rights shall conflict with other express provisions of this Agreement providing for time

periods for exercise of designated Review and Approval Rights, then the provisions of such other provisions of this Agreement shall control.

As used herein, the term “Review and Approval Rights” shall include, without limiting the generality of that

term, all instances in which one Party (the “Submitting Party”) is permitted or required to submit to the other

Party or to the representative of that other Party any document, Notice or determination of the Submitting Party and with respect to

which the other Party or its representative (the “Reviewing Party”) has a right or duty hereunder to review,

comment, confirm, consent, Approve, disapprove, dispute or challenge the submission or determination of the Submitting Party.

11.4.2

Standard for Review. Unless this Agreement specifically provides that a Party’s Review and Approval Rights may be exercised

in the sole discretion of the Reviewing Party, then in connection with exercising its Review and Approval Rights under any provision

of this Agreement, and whether or not specifically provided in any such provision, the Reviewing Party covenants and agrees to timely

act in good faith, with due diligence, and in a fair and commercially reasonable manner in its capacity as Reviewing Party with regard

to each and all of its Review and Approval Rights and (to the extent Approval, consent or confirmation is called for) to not unreasonably

withhold its Approval of, consent to or confirmation of any submission or determination. The Reviewing Party shall review the matter

submitted in writing and shall promptly (but in any event within fifteen (15) days after such receipt) give Notice to the Submitting

Party of the Reviewing Party’s comments resulting from such review and, if the matter is one that requires Approval or confirmation

pursuant to the terms of this Agreement, such Approval, confirmation, disapproval or failure to confirm, setting forth in detail the

Reviewing Party’s reasons for any disapproval or failure to confirm. Any failure to respond within the foregoing fifteen

(15) day period shall be deemed to be an Approval or confirmation of the matter submitted and shall preclude subsequent disapproval or

objection to the matter so submitted. Unless otherwise provided herein, the Reviewing Party’s right to disapprove or not

confirm any matter submitted to it for Approval or confirmation and to which this Section 11.4.2 applies shall be limited to the

elements thereof: (i) which do not conform in all material respects to Approvals or confirmations previously given with respect to the

same matter; or (ii) which propose or depict matters that are or the result of which would be a violation of or inconsistent with the

provisions of this Agreement or Applicable Law. For the avoidance of doubt, if a matter is submitted for review only (but not for confirmation),

then in no event shall the foregoing process be construed to provide the Reviewing Party with any rights to Approve (or disapprove),

consent (or not consent) or otherwise to prevent the other Party from undertaking the applicable action following the review period provided

for above.

11.4.3

Resubmissions. If the Reviewing Party disapproves of or fails to confirm a matter to which this Section 11.4.3 applies

within the applicable time period (it being understood that this Section 11.4.3 applies only to those matters that expressly require

the Approval, consent or confirmation of a Reviewing Party), the Submitting Party shall have the right to re-submit promptly the disapproved

or not confirmed matter to the Reviewing Party, altered to satisfy the Reviewing Party’s basis for disapproval or failure to confirm.

Similarly, if a matter is submitted for review and an objection is raised, the Submitting Party may, in its discretion, elect to re-submit

such matter. The applicable Submitting Party shall use reasonable efforts to cause any such re-submission to expressly state that it

is a resubmission, to identify the disapproved or not confirmed portion of the original submission (or the portion to which an objection

was raised, if the Submitting Party elects to re-submit a matter submitted for review as to which a timely objection was raised) and

any prior resubmissions, and to not be included with an original submission unless the matter previously disapproved is expressly identified

thereon. Any resubmission made pursuant to this Section 11.4.3 shall be subject to Review and Approval Rights of the Reviewing

Party in accordance with the procedures described in Section 11.4.2. for an original submission (except that the Review

and Approval Rights shall be limited to the portion previously disapproved or not confirmed), until such matter shall be Approved by

the Reviewing Party.

11.4.4

Duties, Obligations and Responsibilities Not Affected. Approval or confirmation by the Reviewing Party of or to a matter submitted

to it by the Submitting Party shall neither, unless specifically otherwise provided (1) relieve the Submitting Party of its duties, obligations

or responsibilities under this Agreement with respect to the matter so submitted, nor (2) shift the duties, obligations or responsibilities

of the Submitting Party with respect to the submitted matter to the Reviewing Party.

11.5

Dispute Resolution.

11.5.1

Settlement By Mutual Agreement. If any dispute, controversy or claim between or among the Parties arises under this Agreement

or is related in any way to this Agreement or the relationship of the Parties hereunder (a “Dispute or Controversy”),

including a Dispute or Controversy relating to the effectiveness, validity, interpretation, implementation, termination, cancellation

or enforcement of this Agreement, the Parties shall first attempt in good faith to settle and resolve such Dispute or Controversy by

mutual agreement in accordance with the terms of this Section 11.5.1. If a Dispute or Controversy arises, either Party shall have

the right to notify the other Party that it has elected to implement the procedures set forth in this Section 11.5.1. Within fifteen

(15) days after delivery of any such Notice by one Party to the other Party regarding a Dispute or Controversy, City Representative and

the Owner Representative shall meet at a mutually agreed time and place to attempt, with diligence and in good faith, to resolve and

settle the Dispute or Controversy. If a mutual resolution and settlement are not obtained at the meeting of City Representative and the

Owner Representative, they shall cooperate in a commercially reasonable manner to determine if techniques such as mediation or other

techniques of alternate dispute resolution might be useful. If a technique is agreed upon, a specific timetable and completion date for

implementation shall also be agreed upon. If such technique, timetable or completion date is not agreed upon within thirty (30) days

after the Notice of the Dispute or Controversy was delivered, or if no resolution is obtained through such alternative technique, or

if no such meeting takes place within the fifteen (15)-day period, then either Party may by Notice to the other Party resolve the Dispute

or Controversy by commencing an action, suit or proceeding against the other Party in any state court located in, the City of McKinney,

Texas.

11.5.2

Reserved.

11.5.3

Emergency Relief. Notwithstanding any provision of this Agreement to the contrary, either Party may seek injunctive relief

or another form of ancillary relief at any time from any court of competent jurisdiction in Collin County, Texas. If a Dispute or Controversy

requires emergency relief before the matter may be resolved under Section 11.5.1, notwithstanding the fact that any court of competent

jurisdiction may enter an order providing for injunctive or another form of ancillary relief, the Parties expressly agree that Section

11.5.1 still shall govern the ultimate resolution of any portion of the Dispute or Controversy.

Article

XII.

USE

AND OCCUPANCY; PERMITTED AND PROHIBITED USES; OPERATING REQUIREMENTS

12.1

Permitted Uses. Owner covenants and agrees that it shall use and occupy the Complex Site solely for any of the following and

not for any Prohibited Uses (collectively, the “Permitted Uses”):

(a)

The operation of the Complex including the presentation and broadcasting, streaming or other transmission of concerts, live shows, theater

performances, public or private exhibitions, civic events, public ceremonies, other forms of live entertainment and activities related

thereto;

(b)

Constructing, operating and displaying any signs on the interior, exterior or any other portion of the Project Improvements or the Land

as Owner deems necessary or desirable;

(c)

Restaurants and private clubs;

(d)

Sale of food and alcoholic and non-alcoholic beverages, souvenirs and other items customarily sold and marketed in amphitheater/outdoor

entertainment facilities, subject to the requirements of Applicable Law;

(e)

Conducting public tours of the Complex Site;

(f)

Parking in any parking facilities located on the Complex Site;

(g)

Retail uses, including such uses located in the Complex, along the street level of the Complex Site and in kiosks, carts and similar

movable or temporary retail facilities;

(h)

Entertainment (including movie theaters and arcades), museum, educational, civic and other public uses;

(i)

Conducting day-to-day business operations of Owner within Owner’s office space;

(j)

Studio and related facilities for radio, television and other broadcast, streaming and entertainment media within the Complex, including

support and production facilities, transmission equipment, antennas and other transceivers and related facilities and equipment primarily

for the broadcast, streaming or other transmission of concerts and other events taking place at the Complex or elsewhere;

(k)

Storage of maintenance equipment and supplies used in connection with the operation of the Complex Site or all other Permitted Uses;

(l)

Construction Work permitted or required pursuant to the terms of this Agreement;

(m)

The use and enjoyment of the rights and licenses granted to Owner under this Agreement regarding any intangible property rights;

(n)

Presentation and broadcasting, streaming or other transmission of concerts and other entertainment events and activities related thereto,

including exhibitions, promotional activities and events, community and public relations, advertising, and other marketing of concerts

and events, ticket sales, and any and all other activities which, from time to time, are customarily conducted by or are related to the

presentation and broadcasting or streaming of concerts and other entertainment events;

(o)

Other uses contemplated by this Agreement, together with related parking and other facilities;

(p)

Other uses reasonably related or incidental to any of the foregoing or not inconsistent with any of the foregoing that are not Prohibited

Uses; and in all cases consistent with the Operating Standard, Applicable

Law and the Final Base Complex Plan, as approved by City Parties or City Representative, as and if required, pursuant to the terms of

this Agreement. Any of the Permitted Uses may be conducted directly by Owner, an Affiliate of Owner, Operator, or indirectly through

other Persons pursuant to Use Agreements.

12.2

Prohibited Uses. Owner shall not use, or permit the use of, the Complex Site for any other, different or additional purpose

that is not a Permitted Use without first obtaining the Approval of the City Representative. Owner agrees that the Permitted Uses are

subject to Owner’s compliance with all Applicable Law at any time applicable to the use, occupancy or operation of the Complex

Site. Notwithstanding the Permitted Uses hereunder, Owner agrees that it shall not (collectively, the “Prohibited Uses”):

(a)

Create, cause, maintain or permit any public or private nuisance in, on or about the Complex Site; provided, however, in no event

shall a City Party be entitled to assert that a Permitted Use held in compliance with Applicable Law constitutes a public or private

nuisance;

(b)

Use or allow the Complex Site to be used for the sale or display of any pornographic material or material which is obscene under standards

set forth in any Applicable Law, or operate or allow any Person to operate in, on or about the Complex Site any “Adult Business”

as defined in Sec. 138-418 of the City Codes;

(c)

Use or allow the Complex Site to be used in violation of the special warranty deed from the MEDC to Owner or Applicable Law;

(d)

Except in connection with conventions, trade shows and other similar events and subject to rules, regulations and policies promulgated

by the City, use or allow the Complex Site to be used for the public display or public or private sale of guns and other weapons, ammunition

or explosives, including fireworks;

(e)

Use or allow the Complex Site to be used for the sale or commercial display of any lewd, offensive or immoral sign or advertisement,

including any sign or advertisement that promotes lewd, offensive or immoral activities, including sexually immoral activities;

(f)

Use or allow the Complex Site to be used for the sale of paraphernalia or other equipment or apparatus which is used primarily in connection

with the taking or use of illegal drugs;

(g)

Use or allow the Project Improvements or the Complex Site to be used as a place of permanent residence by any Person;

(h)

Use or permit the Complex Site to be used for a shooting gallery, target range, vehicle repair facility, car wash facility, warehouse

(but any area for the storage of goods intended to be sold or used in connection with Owners’ operations permitted hereunder shall

not be deemed to be a warehouse), convalescent care facility or mortuary, or use or permit the Complex Site to be used for any assembly,

manufacture, distillation, refining, smelting or other industrial or commercial operation or use (excluding, for the avoidance of doubt,

a restaurant or other eatery in the concept of a restaurant-brewery, or “brewpub”); except to the extent permitted by the

Project Specifications or otherwise permitted in this Agreement with respect to naming rights, installing any advertisements, signs,

decorations or displays of any kind on the exterior of the Complex; or

(i)

Use or permit the use of the Complex Site for illegal gambling; or

(j)

Use or permit the use of the Complex Site as a massage parlor or a tanning parlor.

The

provisions of this Section 12.2 shall inure to the benefit of and be enforceable by City Parties and their successors and assigns.

No other Person, including any guest or patron of the Complex Site, shall have any right to enforce the prohibitions as to the Prohibited

Uses.

12.3

Operation During the Term.

12.3.1

Covenant to Operate; Operator Agreement; Annual Review. Upon Commencement of Operations and continuing thereafter during the

remainder of the Term, Owner covenants, at Owner’s sole cost and expense (i) to operate the Complex and Project Improvements, and

cause the same to be operated in accordance with the Permitted Uses and the Operating Standard and (ii) to conduct or cause to be conducted

all elements of any Additional Work diligently and continuously, subject only to interruptions and delays caused by Excusable Owner Delay

and/or City Party Delay and in a manner consistent with the requirements of this Agreement. Owner has entered into, and may from time

to time enter into, one or more contracts with an Operator for the Operator’s lease or management of the Complex for certain entertainment

uses identified therein (each, an “Operator Agreement”). The Operator Agreement shall be for a minimum of ten

years with two, five-year renewals exercisable by Owner, at its option. The Operator Agreement shall include routine operational standards

consistent with the Operating Standard, and the failure to comply with such operational standards shall constitute a default under the

Operator Agreement and result in remedies to be set forth in the Operator Agreement. Simultaneously with the execution of the Operator

Agreement, and annually thereafter when annual financial reports are received by Owner, Owner shall provide the City Parties, or their

designee, the right to an annual “in-camera” review of the Operator Agreement, the Owner’s profit/loss statement, Owner’s

cash flow statement, Owner’s income statement, Owner’s balance sheet and other related reports. The City Parties shall not

publicly disseminate any information obtained in such review.

12.3.2

Ticket Fee. Commencing with the first Commercial Event at the Complex, Owner shall impose, or shall require Operator through

the Operator Agreement to impose, a ticket surcharge, fee or assessment (collectively, the “Ticket Fee”) on each individual

manifested ticket sold for events at the Complex Site, which shall be payable monthly to the City. The Ticket Fee shall be $1.00 per

individual manifested ticket. The Owner or Operator, as applicable, shall provide the City with an accounting of such fees with each

payment remitted from the Owner or Operator to the City. The City shall remit that portion of the Ticket Fee described in Section 9.8.2(b)

to the Owner, along with an accounting of such fee, in accordance with Section 9.8.2(b).

12.4

Event Day Costs. The Parties hereby agree that they shall work together to address the logistical issues that arise in coordinating

event planning and staffing, it being agreed that Owner shall be solely responsible for costs for police, traffic control, fire prevention,

emergency medical, street cleaning/street trash removal and other municipal resources in the Complex Site, on the Complex Site, and off

the Complex Site directly related to any event held on the Complex Site that is not a City Event. As between Owner and the City Parties,

the City Parties shall be responsible for costs identified in Section 12.7 below) related solely and exclusively to City Events.

12.5

Management. Subject to Owner’s obligation to enter into the Operator Agreement, Owner or Operator may elect to manage

certain operations of the Project Improvements on an in-house basis (including via an affiliated entity) or may hire a third-party venue

management firm, provided such third-party venue management firm shall have an exemplary national or regional reputation and representative

experience with managing facilities similar to the Complex. Notwithstanding the foregoing, Owner shall contract with a qualified commercial

owner’s association to manage all common areas of the Complex Site.

12.6

Compliance with Applicable Law and Permitted Exceptions. Owner shall, (a) throughout the Term and within the time periods

permitted by Applicable Law, comply or cause compliance with all Applicable Law applicable to the Complex Site, including any applicable

to the manner of use or the maintenance, repair or condition of the Improvements or any activities or operations conducted in or about

the Complex Site and (b) throughout the Term, comply or cause compliance with the Permitted Exceptions, but with respect to each of the

foregoing, Owner shall not be responsible for any failure to comply with Applicable Law or the Permitted Exceptions to the extent caused

by a City Party or any Affiliate of a City Party. Owner shall keep in force throughout the Term, all licenses, consents and permits required

from time-to-time by applicable law to permit the Complex Site to be used in accordance with this Agreement.

12.7

City Use Dates.

12.7.1

City’s Use of the Complex Site. The City, upon sixty (60) days’ notice, and at no cost other than those costs

and expenses to be paid or reimbursed to Owner as described in Section 12.7.4 or as otherwise agreed, shall be permitted to use

(and, subject to the terms hereof, to lease out for use by other Public-Sector Parties) the Complex Site for (a) charitable or educational

purposes, (b) public or civic ceremonies, and (c) other civic-oriented forums, events and purposes (“City Uses”)

on any date on which there is no other scheduled event at the Complex; provided that the contemplated City Use shall not be of the type

that would compete with events typically held at Comparable Facilities or other amphitheaters (“City Dates”).

The City shall have the right to designate a City Party, a City Controlled Entity, community college district, a local public school

district or other public-sector entity (each a “Public-Sector Party”) as the organizer/user of the Complex

Site on any City Date; provided, however, the City shall not, and shall not permit any other Person to, contract such right to

any Person that would customarily contract directly with the venue operator in publicly owned facilities or for a purpose or use that

Owner reasonably determines constitutes competition with, or is contrary to the operating model of, Owner. The City and any Public-Sector

Party, as applicable, shall maintain liability insurance with coverages and limits reasonably acceptable to Owner in connection with

any City Uses, it being understood that insurances that meets the requirements imposed on Owner hereunder shall be deemed acceptable.

Such insurance shall name Owner and Operator as an additional insured. Unless otherwise agreed to by the Owner, this Section 12.7

shall convey no right to use any of the Owner’s offices, commissary, premium seating areas, at the Complex Site. If the City sells

tickets to the public for a City Event, Owner’s suite holders shall have the right to use their respective suites during such City

Event and Owner’s suite holders and club level users shall have a preferential right (using Owner’s standard procedure) to

purchase tickets for such City Event. Without limiting the generality of the foregoing, all unmanifested tickets shall be and remain

at all times the exclusive property (and under the exclusive control) of Owner for all events of every kind and nature at the Complex.

12.7.2

Scheduling. The scheduling of City Dates shall be subject in all instances to priority for Complex concerts, entertainment

events, and building maintenance requirements. Owner may require that any City Date that does not have priority pursuant to the preceding

sentence be rescheduled due to an Owner event that does have priority. If any such rescheduling is required on account of an Owner event

with priority, Owner shall provide City with as much advance notice as is reasonably practicable. All such dates shall be scheduled in

accordance with Owner’s general reservation policies; provided, however, in no event shall Owner require the City to provide

a deposit in excess of $5,000 in order to schedule a City Date and provided, further, that such deposit shall only be required

if a Person is requesting that date and shall be required to provide a similar or greater deposit to Owner in order to book that date

for an event; provided, further, that if a deposit is paid by the City under this Section 12.7.2 and the City Event for

which such deposit was paid occurs, such deposit shall be credited to the deposit required under, and be governed by, the last paragraph

of Section 12.7.4 hereof. The City may utilize any or all of the City Dates only for City Uses. In addition to the City Dates

described above, City and Owner may, by mutual agreement, agree upon other dates for City’s use of the Complex Site. Except as

provided above in respect of Complex concerts, entertainment events, and building maintenance requirements, all City Dates that are reserved

more than four (4) months in advance shall take priority over any other event scheduled at the Complex Site.

12.7.3

Revenues from City Uses. City shall be entitled to the net ticket revenues from City Uses and any net revenues generated from

the City Event itself, such as charity auction proceeds and table and event sponsorships, plus City shall be entitled to any other net

revenues generated at the Complex Site in connection with City Dates to the extent that such revenues are capable of being identified,

including merchandise and event parking revenues; provided, however, any revenues received by the City from event parking shall be divided

equally between City and Owner. All agreements with vendors, suppliers, sponsors, ticketing agents, concessionaires and advertisers applicable

to the Complex Site shall remain in effect with respect to all of the City Dates, as shall all policies established by Owner for the

Complex Site including those regarding crowd control, maintenance, ticketing, access, operations and broadcasting (and/or streaming);

provided, however, City shall have customary event advertising privileges for City Events (and be entitled to retain all revenue

derived therefrom) including the use of electric signage and display at the Complex Site (at City’s cost) so long as such advertising

is temporary in nature, is displayed only during the City Event and does not conflict with existing advertising located at the Complex

Site or with existing commitments of Owner (including existing exclusivities granted by Owner); provided, further, that Owner

shall, at City’s request, turn off Owner’s temporary LED/videoboard signage during City Events. In connection with any City

Event, neither City nor any Public-Sector Party shall be entitled to use any vendors, suppliers, ticketing agents, concessionaires or

their personnel in lieu of or in addition to the vendors, suppliers, ticketing agents, concessionaires and such personnel retained by

Owner or its designees.

12.7.4

City Payment of Owner Costs for City Dates. City shall reimburse Owner for Owner’s actual expenses (all on a “cost”

basis) attributable to the use of the Complex Site on each City Date (each a “City Event”), including the following,

provided, City and Owner shall agree to the services to be provided at each City Event and such costs shall be no greater than those

charged generally to members of the public for comparable events:

(a)

All direct costs of Owner and its concessionaires, vendors and service providers for set up and break down of such City Event, other

costs directly related to or associated with a City Event (including, but not limited to, ushers, security personnel, facility and systems

operators, janitorial personnel and other personnel, whether employed by Owner or otherwise, and other related overhead), utility expenses

and clean-up of the Complex Site following such City Event; and

(b)

Costs incurred by Owner for or relating to sponsorship sales and service, event planning and coordination, and temporary Signage, including

Signage production, installation, and un-installation, any concessions, ticket services and other services provided in connection with

such City Event, including ticket sales, facility assessments, box office and ticket takers, ticket agents or ticket brokers, and all

other expenses attributable to a City Event, including due to any charges as a result of preparing, loading-in, hosting, cleaning or

loading-out a City Event.

(c)

The reimbursement obligation of City in this Section 12.7.4 shall not include charges for Capital Expenses except to the extent

that the applicable Capital Repair arises as a result of the willful misconduct of City or a Public-Sector Party.

(d)

City shall reimburse Owner for the foregoing expenses for City Events by payment of a deposit, in the amount of $5,000, directly to Owner

at least ten (10) days prior to such City Event, with a final settlement within sixty (60) days after such City Event based on a reasonably

detailed invoice, including third-party costs, to be provided by Owner to City within three (3) days after such City Event. At the final

settlement, City shall pay to Owner or Owner shall refund to City, as the case may be, the excess or deficiency of the invoiced expenses

for such City Event compared to the foregoing deposit. Any Dispute or Controversy over the amount of such invoiced expenses shall be

resolved pursuant to Article XI hereof, and the final settlement shall be deferred until resolution of such Dispute or Controversy.

For purposes of this Section 12.7.4, if City requests that a designee (other than the City or a City Controlled Entity) enter

into a Use Agreement directly with Owner, then Owner shall have the right to Approve the creditworthiness and to require appropriate

insurance coverage of the designee, such Approval not to be unreasonably withheld.

12.8

Suites.

12.8.1

Suite. At no cost to the City Parties, Owner hereby grants City Parties exclusive ownership rights of a suite in the Complex

containing not less than ten (10) seats (the “Suite”) for any event at the Complex Site, including any special

events held solely for suite owners, subject to all standard policies and procedures of Owner with respect to suites and suite holders

(except as otherwise provided in this Agreement). The Suite shall be of a size and in a location reasonably acceptable to City Parties

and Owner, and Owner and City Parties shall enter into an agreement promptly after the Effective Date that, subject to this Section

12.8.1, sets forth the Parties’ rights and obligations with respect to the Suite. Use of the Suite by City Parties shall be

for promotional and economic development activities and for other public and civic purposes during any event at the Complex Site. City

Parties shall have the same privileges, under the same terms and conditions, as Owner grants to the majority of third-Persons for other

similarly located suites in the Complex, except that, although City Parties shall be obligated to pay for costs and expenses in connection

with its use of the Suite, including without limitation their share of food and beverage service charges, telephone expenses, maintenance

and repair costs and other charges imposed on the majority of suite users for services (all such charges, costs and expenses to City

Parties being on a “cost” basis to the provider thereof), City Parties shall not be obligated to pay (a) to acquire their

rights to the Suite, (b) any annual rent with respect thereto or (c) for tickets associated with the use of the Suite. Further, Owner

shall remove the Suite from the manifest for all events at the Complex Site and City Parties shall be entitled to the number of tickets

to any event in the Complex Site equal to the sum of the number of fixed seats and bar seats in the Suite. Reserved or premium parking

passes shall be provided to City Parties at no charge for events at the Complex Site in the same proportion and on the same terms that

other third Person suite holders in similarly located suites have parking rights.

12.8.2

Owner’s Suite. In addition to the City Parties’ rights under Section 12.8.1, the City shall have access

to the Complex’s 400-person Owner’s suite for public or civic events (excluding concerts, entertainment events and other

public functions) at least two (2) times annually. The City shall provide Owner with a request to access the Owner’s suite not

less than thirty (30) days prior to a calendared event.

12.8.3

Additional City Tickets. In addition to the City Parties’ rights under Section 12.8.1 and Section 12.8.2, at

no cost to the City Parties, Owner shall make available up to twenty (20) additional unmanifested tickets, to be used at City’s

discretion, to be situated within a fireside suite or within the Owner’s suite. The City shall provide Owner with requests for

the additional twenty (20) suite tickets not less than (10) days prior to a calendared event.

12.9

Reports to City Parties. Upon Commencement of Operations and continuing thereafter during the remainder of the Term, Owner

shall provide written reports to the City Parties regarding the on-going operations of the Complex not less frequently than once a year,

which reports shall include (i) an annual calendar of events and general information regarding scheduled events at the Complex, (ii)

discuss any new or additional facts discovered by Owner or any circumstances known to Owner which in Owner’s reasonable opinion

materially change the financial viability of the Complex as a going concern, and (iii) an affirmation by Owner that no facts or circumstances

are known to Owner which in Owner’s reasonable opinion materially affect Owner’s ability to comply with the terms of this

Agreement.

Article

XIII.

IMPOSITIONS;

Operating expenses

13.1

Taxes and Assessments.

13.1.1

Impositions on Complex Site. Owner shall be responsible for the payment of all Impositions levied on the Land, Complex Site,

and the Improvements payable from and after the date it acquired the Land from the MEDC and throughout the term of its ownership of such

Land, Complex Site or Improvements. The City Parties shall not, in any event, assume or undertake any ad valorem tax responsibilities

or liabilities with respect to the Land, the Complex Site or the Improvements.

13.1.2

Payment of Impositions. Owner shall pay, or cause to be paid, in full, all Impositions, including any and all payments in

lieu of taxes, if applicable, district charges, or other assessments or charges levied against any or all of the Land, Complex Site or

Project Improvements directly to the taxing authority or other payee therefor. Such payment shall be completed prior to the date on which

such Imposition would become delinquent. If any Imposition legally may be paid in installments prior to delinquency, whether or not interest

shall accrue on the unpaid balance thereof, Owner shall have the option to make payment in such installments. Owner shall furnish to

the City Parties, promptly upon receipt thereof, copies of all Notices of Property Taxes. Within sixty (60) days after payment by Owner

of a Property Tax, Owner shall deliver to the City Parties reasonable evidence of the payment thereof. Each Party hereto shall deliver

to the other, promptly after such party’s receipt thereof, the originals or accurate copies of any and all bills for Impositions

and notices of assessments or reassessments made or to be made for the purpose of levying any Impositions.

The

Parties acknowledge that, in accordance with Section 13.1.2 of the Original Agreement, all Impositions with respect to the 2024 fiscal

year or tax year were apportioned so that Owner was only required to pay the portion of the Impositions that were applicable to the period

after the Closing Date.

13.2

Owner’s Right to Contest Impositions.

13.2.1

Notice. Owner shall have the right to contest, in its own name, and at its sole cost and expense, without postponing payment

thereof, the validity or amount, in whole or in part, of any Impositions, by appropriate proceedings timely instituted in accordance

with any protest procedures permitted by applicable Governmental Authority (a “Tax Proceeding”); provided,

however, that Owner shall not institute or maintain a Tax Proceeding to contest the appraised value of the Complex Site for ad valorem

tax purposes (a) if the then-current or proposed appraised value of the Complex Site for ad valorem tax purposes is equal to or less

than Two Hundred Twenty Million Dollars ($220,000,000) or (b) that seeks to, or would have the effect of, reducing the appraised value

of the Complex Site for ad valorem tax purposes to an amount less than Two Hundred Twenty Million Dollars ($220,000,000), in either case

without the prior written consent of the City, which consent may be withheld in the City’s sole and absolute discretion; and provided

further that Owner at all times effectively stays or prevents any non-judicial or judicial sale of any part of the Complex Site or any

interest a City Party may have in the Land or Complex Site, by reason of non-payment of any Impositions. Following the Land Sale, if

it closes, the $220,000,000 limitation set forth in this Section 13.2.1 shall apply to the aggregate appraised value of the Ground

Estate and the Improvements Estate. For so long as Sunset Ground at McKinney, LLC (or a permitted successor or assign under this Agreement)

holds both a leasehold interest in the Ground Estate and ownership of the Improvements Estate, Owner shall have the sole right to contest

any Impositions with respect to either the Ground Estate or the Improvements Estate, subject to the terms and conditions of this Section

13.2., including without limitation the conditions set forth in clauses (a) and (b) of the proviso to the first sentence of this

Section 13.2.1. Owner shall diligently pursue all such Tax Proceedings in good faith. Further, Owner shall, incident to any such

Tax Proceeding, provide such bond or other security as may be required by the applicable Governmental Authority, if any. OWNER SHALL

INDEMNIFY, DEFEND, AND HOLD CITY PARTIES HARMLESS FROM ANY AND ALL SUCH IMPOSITIONS AND ALL CLAIMS, COSTS FEES, AND EXPENSE RELATED TO

ANY SUCH IMPOSITIONS OR TAX PROCEEDING, INCLUDING ANY AND ALL PENALTIES AND INTEREST, AND OWNER SHALL PROMPTLY PAY ANY VALID FINAL ADJUDICATION

ENFORCING ANY IMPOSITIONS AND SHALL CAUSE ANY SUCH FINAL ADJUDICATION TO BE TIMELY SATISFIED PRIOR TO ANY TIME PERIOD WITHIN WHICH ANY

NON-JUDICIAL OR JUDICIAL SALE COULD OCCUR TO COLLECT ANY SUCH IMPOSITIONS.

13.2.2

Payment. Upon the entry of any determination, ruling or judgment in any Tax Proceedings, it shall be the obligation of Owner

to pay the amount of such Imposition or part thereof as is finally determined in such Tax Proceedings. Upon request, Owner shall promptly

furnish City Parties with copies of all Notices, filings and pleadings in all such Tax Proceedings. If a City Party chooses to participate

in any such Tax Proceedings, such City Party shall have the right, at its expense, to participate therein; provided the City Party takes

no action that would be materially adverse to Owner in any such Tax Proceeding where Owner seeks to reduce its obligation to pay Impositions.

13.2.3

Reserved.

13.2.4

Joinder of City Parties. To the extent such cooperation is required by applicable Governmental Authority for such Tax Proceeding,

City Parties shall cooperate in any such Tax Proceeding as reasonably requested by Owner, at Owner’s sole cost and expense, whether

or not City Parties are joined pursuant thereto.

13.2.5

Prima Facie Evidence. The certificate, advice, bill or statement issued or given by any Governmental Authority authorized

by law to issue the same or to receive payment of an Imposition shall be prima facie evidence of the existence, non-payment or amount

of such Imposition.

13.3

Obligations of City Parties. Except for costs that City Parties have specifically agreed to pay and obligations and liabilities

that City Parties have agreed to perform or be responsible for pursuant to the express terms of this Agreement, City Parties shall not

be required to make any expenditure, incur any obligation or incur any liability of any kind whatsoever in connection with this Agreement,

the Complex Site or any Impositions.

13.4

Operating Expenses. Owner shall pay (or cause to be paid) directly to the providers of such services all costs and expenses

attributable to or incurred in connection with the development, construction, rehabilitation, completion, marketing, leasing, maintenance,

management and occupancy of the Complex Site (collectively, “Operating Expenses”) including without limitation

(a) all energy sources for the Improvements, such as propane, butane, natural gas, steam, electricity, solar energy and fuel oil; (b)

all water, sewer and trash disposal services; (c) all maintenance, repair, replacement and rebuilding of the Improvements including,

without limitation, all Equipment; (d) all landscaping, maintenance, repair and striping of all parking areas; (e) all insurance premiums

relating to the Complex Site and the Project Improvements, including fire and extended coverage, public liability insurance, rental insurance

and all risk insurance; and (f) the cost and expenses of all capital improvements or repairs (whether structural or non-structural) required

to maintain the Project Improvements in good order and repair, including but not limited to any required by any governmental or quasi-governmental

authority having jurisdiction over the Complex Site or the Project Improvements.

Owner

shall also procure, or cause to be procured, at Owner’s sole cost and expense, any and all necessary permits, licenses, registrations,

or other authorizations required for the lawful and proper installation and maintenance upon the Complex Site of wires, cables, pipes,

conduits, tubes, fiber optics and other equipment and appliances for use in supplying any such service to the Project Improvements and

upon the Complex Site. City Parties, upon request of Owner, and at the sole expense and liability of Owner, shall join with Owner in

any application required for obtaining or continuing any such services, or such that are reasonably required to facilitate entitlements,

construct, design, permitting, construction, ownership, operation, maintenance, use or repair of the Complex Site, and City Parties shall

execute any easements, licenses or agreements reasonably required for obtaining or continuing any of the aforementioned services, or

such that are reasonably required to facilitate entitlements, design, permitting, construction, ownership, operation, maintenance, use

or repair of the Complex Site or the Project; provided, however that (a) Owner shall pay any and all costs of such easements, licenses,

or agreements, as well as any associated or incidental costs that arise in connection therewith, and (b) such easements, licenses, and/or

agreements shall be in form reasonably acceptable to City Parties.

Article

XIV.

REPAIRS

AND MAINTENANCE; UTILITIES

14.1

Repairs and Maintenance.

14.1.1

Owner’s Obligation. Owner shall, commencing after Substantial Completion and throughout the remainder of the Term, at

its own expense, at no cost or expense to City Parties and substantially in compliance with Applicable Law, do the following (collectively,

the “Maintenance and Repair Work”):

(a)

Perform all Maintenance and otherwise keep and maintain, or cause to be kept and maintained, the Complex Site and all Personal Property

located within the Complex Site in good working repair in accordance with the Operating Standard and in compliance with all Applicable

Law;

(b)

Promptly make, or cause to be made, all necessary repairs, interior and exterior, structural and non-structural, foreseen as well as

unforeseen, to the Complex Site, including those which constitute Capital Repairs, to keep them clean, in good working repair, order

and condition in accordance with the Operating Standard and in compliance with all Applicable Law;

(c)

Perform all alterations, upgrades, improvements, renovations or refurbishments to the Project Improvements, including Capital Repairs,

necessary to keep them in a condition consistent with the standards of Comparable Facilities; and

(d)

Provide, maintain and repair any water/sewer pipes, chilled water lines, electrical lines, gas pipes, conduits, mains and other utility

transmission facilities necessary for Owner’s operations from the Complex Site as provided in Section 14.2.

This

Section 14.1 shall not apply to any damage caused by any Condemnation Action within the scope of Section 20.1.1 if Owner

is entitled to, and timely makes the election permitted under Section 20.1.1 to, terminate this Agreement.

14.1.2

Standards Required for Maintenance and Repair Work. The necessity for and adequacy of Maintenance and Repair Work pursuant

to Section 14.1.1 shall be measured by the Operating Standard. City may, at its cost and expense, annually review and assess Owner’s

compliance with the Operating Standard, including, without limitation, Capital Repairs.

14.1.3

No Services Provided by City Parties. Following the Effective Date, City Parties shall not be required to furnish any services

or facilities or to perform any maintenance, repair or alterations in or to the Complex Site other than as and if expressly required

under the terms of this Agreement. Other than as and if expressly required under the terms of this Agreement, Owner hereby assumes the

full and sole responsibility for the condition, operation, security, repair, replacement, maintenance and management of the Complex Site.

14.2

Utilities.

14.2.1

Utility Costs. City Parties shall not be obligated to furnish or pay for any utilities for the Complex Site. Owner shall cause

the necessary mains, conduits and other facilities to be provided and maintained (from and within the property lines of the Complex Site

and beyond to the connection with the supplying utility in the streets immediately adjacent to the Complex Site) to supply water, gas,

telephone, electricity and other utility services commonly supplied to and within Comparable Facilities similar to the Project Improvements,

and Owner shall, at Owner’s sole cost and expense, subject to the obligations of the applicable utility provider, maintain and

repair all water pipes, conduits, electric lines, gas pipes and other transmission facilities in, on or servicing the Project Improvements

during the Term, provided that to the extent the same are not located in or on the Complex Site, the obligation of Owner shall

be only to maintain such pipes, conduits, lines or other facilities to the connection points located in the streets immediately adjacent

to the Complex Site. During the Term, Owner shall pay, or cause to be paid, for all water used in the Project Improvements and all rents

or charges imposed for water used, and for any sewage charge or assessment, whether imposed by meter or otherwise. Owner shall comply

with all water conservation measures required by Applicable Law. During the Term, Owner shall also pay, or cause to be paid, for all

gas, electricity, fuel and other utilities used or consumed to heat, cool, light, illuminate or otherwise power the Project Improvements

and outside lighting and signs, if any, for the Project Improvements on or surrounding the Project Improvements (excluding costs of municipal

street lighting) or otherwise delivered thereto.

14.2.2

Utility Upgrade and Extension Costs. Owner shall cause the necessary mains, conduits and other facilities to be provided and

maintained (from and within the property lines of the Complex Site and beyond to the connection with the supplying utility in the streets

immediately adjacent to the Complex Site) to supply any additional volume or type of utility services required in connection with Construction

Work, Owner’s operations at the Complex Site or otherwise, and Owner shall, at its sole cost and expense, subject to the obligations

of the applicable utility provider, maintain and repair such additional or other utility service facilities in, on or servicing only

the Project Improvements during the Term, provided that to the extent the same are not located in or on the Complex Site, the

obligation of Owner shall be only to maintain such pipes, conduits, lines or other facilities to the connection points located in the

streets immediately adjacent to the Project Improvements. Owner shall pay, or cause to be paid, rents, charges and fees imposed for use

of such additional volume or type of utility services. “Utility Upgrade and Extension Costs” shall mean the

total of all costs, expenses, rents, charges and fees arising under this Section 14.2.2.

Article

XV.

OWNERSHIP

OF IMPROVEMENTS AND OWNER’S PERSONAL PROPERTY; ADDITIONAL WORK

15.1

Title to the Project Improvements.

15.1.1

The Project Improvements During the Term; Upon Termination of the Term. Except as may otherwise be set forth in the Promissory

Note, Deed of Trust and/or Personal Guaranty, all construction materials, consumables, improvements, repairs, alterations and all other

property attached or otherwise installed as fixture on or in the Complex Site, or that shall be incorporated into and constitute the

Project Improvements to be constructed on the Complex Site shall, immediately upon the completion of their installation, become part

of the Complex Site, and shall be deemed owned by Owner, and title to all of such Project Improvements shall be and remain in Owner (or

Affiliates or other parties over whom Owner maintains legal and operational control). Notwithstanding the foregoing, from and after the

closing of the Land Sale, nothing in this Section 15.1.1 shall alter the ownership allocation between the Ground Estate and the

Improvements Estate established by the Purchase and Sale Agreement and the Lease, and all Horizontal Improvements shall constitute part

of the Ground Estate owned by STORE Capital or its successor fee owner.

15.2

Additional Work by Owner.

15.2.1

Changes, Alterations, and Additional Improvements.

After

the date Owner obtains a Certificate of Occupancy and subject to the limitations and requirements contained elsewhere in this Agreement,

Owner shall have the right at any time and from time to time to construct additional or replacement Improvements on the Complex Site

(“Additional Improvements”), at its sole cost and expense, and to make, at its sole cost and expense, changes

and alterations in, to or of the Project Improvements, subject, however, in all cases to the terms, conditions and requirements of this

Section 15.2. For purposes of this Agreement, “Additional Work” collectively shall refer to (i) construction

or installation of any such Additional Improvements and changes and alterations in, to or of the Project Improvements under this Section

15.2.1, (ii) any Casualty Repair Work, (iii) any Condemnation Repair Work, (iv) Owner’s Remedial Work, or (v) any other construction,

installation, repair or removal work in, to or of the Project Improvements required or permitted to be pursuant to the terms of this

Agreement. The performance of Additional Work shall, in all cases, comply with the requirements of this Section 15.2.1.

(a)

Owner shall not commence any Material Additional Work unless and until Owner complies with the following procedures and requirements:

(i)

Owner shall provide that such Additional Improvements do not materially interfere with the operation of Project Improvements for its

intended purpose as an amphitheater/outdoor entertainment venue facility pursuant to this Agreement;

(ii)

Owner shall deliver all Material Additional Work Submission Matters to City Representative at least thirty (30) days prior to the commencement

of any Material Additional Work; and

(iii)

All Material Additional Work shall, once commenced, be completed in all material respects in accordance with all Material Additional

Work Plans, and, subject to Excusable Owner Delay and/or City Party Delay, Owner shall use commercially reasonable efforts to cause Final

Completion of the Material Additional Work to occur on or before the date for the same specified in the Material Additional Work Construction

Schedule.

(b)

Any Additional Work shall, when completed, be of such a character as not to reduce the value and utility of any Improvements below the

value and utility immediately before such Additional Work and shall not weaken or impair the structural integrity of any Improvements.

15.3

No Substitute for Permitting Processes.

The

review for compliance by City of any matter submitted to City pursuant to Section 15.2 shall not constitute a replacement or substitute

for, or otherwise excuse Owner from, all permitting processes of Governmental Authorities applicable to the Additional Work.

Article

XVI.

CITY

PARTIES’ RIGHT OF ENTRY

16.1

Access to Complex Site by City Parties.

16.1.1

During Construction Work. Without limiting City’s rights with respect to the Complex Site Reservations, City Parties

shall have the right of access, for themselves and their authorized representatives, to the Complex Site and all portions thereof, without

charges or fees, during the period of the performance of any Construction Work for the purposes of assuring compliance with this Agreement

or for performing or undertaking any rights or obligations of City Parties pursuant to the terms of this Agreement; provided that with

respect to access other than in connection with an Owner Default, City Parties shall (i) provide Notice to Owner at least twenty-four

(24) hours in advance of such proposed entry and such proposed entry shall be during normal Business Hours, (ii) not materially hinder

or interfere with the Construction Work or the activities of Owner’s contractors, (iii) take such reasonable protective caution

or measures as Owner may reasonably request, given the stage of the Construction Work at the time of such entry, (iv) use commercially

reasonable efforts to minimize interference with Owner’s use and operation of the Complex Site then being undertaken by Owner pursuant

to the terms of this Agreement, and (v) be accompanied by a representative of Owner if required by Owner. Nothing in this Agreement,

however, shall be interpreted to impose an obligation upon City Parties to conduct any inspections.

16.1.2

Reserved.

16.1.3

Access During an Emergency. Without limiting City’s rights with respect to the Complex Site Reservations and notwithstanding

Section 16.1.1, City Parties shall have the right of access, for themselves and their authorized representatives, to the Complex

Site and any portion thereof, without charges or fees, in connection with an Emergency, so long as City Parties use reasonable efforts

to (i) notify Owner by telephone of any such Emergency prior to entering the Complex Site and as soon as reasonably possible, but in

no event later than three (3) days after a City Party enters the Complex Site and (ii) minimize interference with Owner’s use and

operation of the Complex Site then being conducted in the Complex Site pursuant to the terms of this Agreement.

16.1.4

Exhibiting the Complex Site. City Parties and their business invitees may from time to time, after giving two (2) business

days written notice thereof to Owner, enter the Complex Site during Owner’s normal business hours to exhibit the Complex Site for

purposes of exhibiting the same to any governmental and/or quasi-governmental authorities or other third-parties which may have an interest

in developments similar to the Complex Site or similarly financed or for any other business purpose; provided that in doing so City Parties

and each such invitee observe all reasonable safety standards and procedures which Owner may require. City Parties shall use good faith,

reasonable efforts to minimize any interference or disruption of Owner’s work or Owner’s use or operation of the Complex

Site.

Article

XVII.

ADDITIONAL

ENVIRONMENTAL PROVISIONS

17.1

No Hazardous Materials. Owner shall not cause or permit any Hazardous Materials to be generated, used, released, stored or

disposed of in or about the Complex Site by Owner and shall prevent Owner’s invitees and guests from generating, using, releasing,

storing or disposing of any Hazardous Materials in or about the Complex Site; provided, however that Owner may use, store and

dispose of reasonable quantities of Hazardous Materials as may be reasonably necessary for Owner to operate and perform the construction

and other obligations permitted under this Agreement from the Complex Site pursuant to the terms of this Agreement so long as such Hazardous

Materials are commonly used, or permitted to be used, by Reasonable and Prudent Operators in similar circumstances and are stored and

disposed of in accordance with industry standards, but in all events in compliance with Environmental Laws. For the avoidance of doubt,

in no event shall the terms of this Section 17.1 limit Owner’s obligations set forth in Section 9.2.

17.2

Notice of Environmental Event. During the Term, Owner shall give City and MEDC immediate oral and follow-up written Notice

within ninety-six (96) hours of any actual or threatened Environmental Event. Owner shall perform Owner’s Remedial Work in accordance

with all Environmental Laws to the reasonable satisfaction of the applicable Governmental Authority. Upon any Environmental Event, in

addition to all other rights available to a City Party under this Agreement, at law or in equity, City and MEDC shall have the right,

but not the obligation, at their option (i) to require Owner, at its sole cost and expense, to address and remedy such Environmental

Event, in which event City and MEDC shall have the right to Approve (which Approval shall not be unreasonably withheld) any actions taken

by Owner to address and remedy the Environmental Event, or (ii) if Owner has failed to commence action to address and remedy the Environmental

Event within a reasonable time after Notice is given to City and MEDC, and such failure continues for thirty (30) days after written

Notice thereof from City and MEDC to Owner, to perform, at Owner’s sole cost and expense, any lawful action necessary to address

and remedy the same, in which event Owner shall pay the costs thereof to City and/or MEDC, as applicable, within ten (10) days after

written demand therefor.

17.3

Owner Release. WITHOUT LIMITING OWNER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, OWNER HEREBY RELEASES THE CITY PARTIES

FROM AND AGAINST ANY CLAIMS, DEMANDS, ACTIONS, SUITS, CAUSES OF ACTION, DAMAGES, LIABILITIES, OBLIGATIONS, COSTS AND/OR EXPENSES THAT

OWNER MAY HAVE WITH RESPECT TO THE COMPLEX SITE AND RESULTING FROM, ARISING UNDER OR RELATED TO ANY ENVIRONMENTAL EVENT, INCLUDING ANY

SUCH CLAIM UNDER ANY ENVIRONMENTAL LAWS, WHETHER UNDER ANY THEORY OF STRICT LIABILITY OR THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL

RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, 42 U.S.C.A. § 9601, ET. SEQ., AND THE TEXAS SOLID WASTE DISPOSAL ACT,

TEXAS HEALTH AND SAFETY CODE, CHAPTER 361, AS AMENDED.

17.4

Reserved.

Article

XVIII.

CASUALTY

DAMAGE

18.1

Damage or Destruction.

18.1.1

During the Term. If, at any time during the Term, the Complex Site described in clause (a) of the definition thereof or any

part thereof shall be damaged or destroyed by Casualty, then Owner shall use reasonable efforts to promptly secure the area of damage

or destruction to safeguard against injury to Persons or Property and, within a reasonable period of time thereafter, remediate any hazard

and restore such Complex Site to a safe condition, whether by repair or by demolition, removal of debris or screening from public view.

Subject to Section 19.4, Owner shall, to the extent allowed by Applicable Law, promptly commence and thereafter proceed with reasonable

diligence (subject to a reasonable time allowance for the purpose of adjusting the insurance loss and subject to Excusable Owner Delay

and/or City Party Delay) to repair, restore, replace or rebuild such Complex Site, at Owner’s sole cost and expense, as nearly

as practical to a condition substantially equivalent to that existing immediately prior to such Casualty and in accordance with the terms

of this Agreement. Such repair, restoration, replacement or rebuilding, including temporary repairs for the protection of other Property

pending the completion of any such work, remediation of hazards and restoration of such Complex Site to a safe and presentable condition

or any demolition and debris removal required are sometimes referred to in this Agreement as the “Casualty Repair Work.”

18.2

Casualty Proceeds.

18.2.1

Requirements for Disbursement when Agreement is Not Terminated. Insurance proceeds paid pursuant to the policies of insurance

required to be carried by Owner under Article XIX for loss of or damage to such Complex Site (other than Owner’s Business

Interruption Policy) (the “Casualty Proceeds”) shall be paid and delivered to Owner to be applied to the payment

of the direct and out-of-pocket costs of the Casualty Repair Work. Owner shall be entitled to receive such Casualty Proceeds directly

from the insurer; provided, however, that Owner shall be required to deliver Notice to City, executed by a Responsible Officer

of Owner, within fifteen (15) days after Owner’s receipt of such Casualty Proceeds from the insurer stating that such Casualty

Proceeds were advanced to Owner by the insurer for payment of costs of Casualty Repair Work yet to be performed or that (x) such Casualty

Proceeds represent amounts paid by Owner for direct, out-of-pocket cost of Casualty Repair Work or which are then due and payable to

contractors, subcontractors, materialmen, architects, engineers or other Persons who have rendered services or furnished materials in

connection with the Casualty Repair Work, giving a reasonably detailed description of the services and materials and the several amounts

so paid or then due and (y) except for the amount stated in such Notice to be due (or except for statutory or contractual retainage not

yet due and payable), there is no outstanding indebtedness for such Casualty Repair Work known to the Persons signing such Notice which

is then due to Persons being paid, after due inquiry.

18.2.2

Uninsured Losses/Policy Deductibles. Owner shall be obligated to pay for all costs and expenses of any Casualty Repair Work

that is not covered by Casualty Proceeds or for which Casualty Proceeds are inadequate.

Article

XIX.

INSURANCE

AND INDEMNIFICATION

19.1

Policies Required.

19.1.1

Policies Required During Construction of Projects Improvements Work.

(a)

Builder’s Risk Policies for Project Improvements Work. Following the Effective Date and prior to the commencement of any

Project Improvements Work and at all times during the performance of such Project Improvements Work and for so long after the completion

thereof that (i) the Project Contractor or any of Owner’s other contractors or subcontractors has not been paid in full with respect

to the Project Improvements Work or (ii) any Person has any repair obligations with respect to the Project Improvements Work, Owner shall,

at its cost and expense as a portion of Total Project Costs, obtain, keep and maintain or cause to be obtained, kept and maintained,

builder’s “all risk” insurance policies (collectively, the “Builder’s Risk Policies for Project Improvements

Work”) affording coverage of such Project Improvements Work, whether permanent or temporary, and, to the extent not covered

by a separate policy, all Insured Materials and Equipment and Contractors’ Equipment related thereto, against loss or damage due

to Insured Casualty Risks by the broadest form of extended coverage insurance generally available on commercially reasonable terms from

time to time in the City of McKinney, Collin County, Texas. The Builder’s Risk Policies for Project Improvements Work shall be

written on an occurrence basis and on a “replacement cost” basis, insuring one hundred percent (100%) of the insurable value

of the Project Improvements and the cost of the Project Improvements Work, using a completed value form (with permission to occupy upon

completion of work or occupancy), naming Owner as the insured, and with any deductible not exceeding Two Hundred Fifty Thousand and No/100

Dollars ($250,000.00) per loss for Insured Casualty Risks, unless such deductible is lower than what is available on commercially reasonable

terms and, so long as the higher deductible meets the Insurance Standard, Owner shall be entitled to maintain the deductible that is

available on commercially reasonable terms; provided, however, that, in the case of demolition and debris removal coverage, Owner

shall carry coverage in not less than the full amount necessary to demolish the Project Improvements and to remove all debris that may

exist after the occurrence of any Insured Casualty Risks.

(b)

Policies for Project Improvements Work. If any vehicles are to be used in connection with any Project Improvements Work by the

Project Contractor and Owner’s other contractors and subcontractors, prior to the commencement of the use of such vehicles in connection

with such Project Improvements Work, and at all times during such use through completion of such use, Owner shall cause the Project Contractor

and Owner’s other contractors and subcontractors to obtain, keep and maintain business automobile liability insurance policies

(the “Auto Policies for Project Improvements Work”) covering all vehicles, whether owned or non-owned and hired

or borrowed vehicles, used in connection with the Project Improvements Work, affording protection against liability for bodily injury

and death and/or for property damage in an amount not less than One Million and No/100 Dollars ($1,000,000.00) combined single limit

per occurrence or its equivalent and with a self-insured retention not to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00)

per loss, unless such retention is lower than what is available on commercially reasonable terms and, so long as the higher retention

meets the Insurance Standard, Owner shall be entitled to maintain the retention that is available on commercially reasonable terms. In

addition to the Auto Policies for Project Improvements Work described above, if any Hazardous Materials shall be transported, loaded

or unloaded by the Project Contractor or Owner’s other contractors or subcontractors, prior to such transport, loading or unloading,

and at all times during such transport, loading or unloading through completion thereof, Owner shall cause the relevant contractor or

subcontractor to obtain, keep and maintain in its Auto Policy for Project Improvements Work a motor trucker or carrier pollution endorsement

related to claims arising out of the transporting and loading or unloading of such Hazardous Materials.

(c)

Workers’ Compensation Policies for Project Improvements Work. Prior to the commencement of any Project Improvements Work

and at all times during the performance of such Project Improvements Work and for so long after the completion thereof that any Person

has any repair obligations with respect to such Project Improvements Work, in addition to Owner’s Workers’ Compensation Policy,

Owner shall cause the Project Contractor and Owner’s other contractors and subcontractors to obtain, keep and maintain workers’

compensation insurance policies and any and all other statutory forms of insurance now or hereafter prescribed by Applicable Law, providing

statutory coverage under the laws of the State of Texas for all Persons employed by the Project Contractor and Owner’s other contractors

and subcontractors in connection with the Project Improvements Work and employers liability insurance policies with respect to same which

afford protection of not less than One Million and No/100 Dollars ($1,000,000.00) for bodily injury by accident (each accident), not

less than One Million and No/100 Dollars ($1,000,000.00) for bodily injury by disease (each employee) and not less than One Million and

No/100 Dollars ($1,000,000.00) bodily injury by disease (policy limit) and with each deductible not exceeding Five Hundred Thousand and

No/100 Dollars ($500,000.00) per loss, unless such deductible is lower than what is available on commercially reasonable terms and, so

long as the higher deductible meets the Insurance Standard, Owner shall be entitled to maintain the deductible that is available on commercially

reasonable terms.

(d)

General Liability Policy for Project Improvements Work. Prior to commencement of any Project Improvements Work and at all times

during the performance of such Project Improvements Work and for so long after the completion thereof that any Person has any repair

obligations with respect to such Project Improvements Work, in addition to Owner’s GL Policy, Owner shall cause the Project Contractor

and Owner’s other contractors and subcontractors to obtain keep and maintain a commercial general liability insurance policy (“GL

Policy for Project Improvements Work”), written on an occurrence basis and limited to the Project Improvements Work and

the Complex Site naming such contractor or subcontractor as the insured and Owner as additional insureds and providing a Waiver of Subrogation

in favor of Owner, affording protection against liability arising out of personal injury, bodily injury and death and/or property damage

occurring, in, upon or about the Complex Site or resulting from, or in connection with, the construction, use, operation or occupancy

of the Complex Site and containing provisions for severability of interests. The Project Contractor’s GL Policy for Project Improvements

Work shall be in such amount and such policy limits so that (i) the coverage, deductibles and limits meet the Insurance Standard and

are adequate to maintain the Excess/Umbrella Policy for Project Improvements Work without gaps in coverage between the GL Policy for

Project Improvements Work and the Excess/Umbrella Policy for Project Improvements Work (but not less than $1,000,000 each occurrence,

$1,000,000 personal and advertising injury, $2,000,000 completed operations aggregate, $2,000,000 general aggregate, $5,000 medical payments

and $250,000 fire legal liability) and (ii) the self-insured retention not to exceed Five Hundred Thousand and No/100 Dollars ($500,000.00)

per loss, unless such retention is lower than what is available on commercially reasonable terms and, so long as the higher retention

meets the Insurance Standard, Owner shall be entitled to maintain the retention that is available on commercially reasonable terms. Owner’s

GL Policy for Project Improvements Work shall also contain the following endorsements to the extent obtainable on commercially reasonable

terms or necessary to meet the Insurance Standard: (i) premises and operations coverage with explosion, collapse and underground exclusions

deleted, if applicable, (ii) owners’ and contractors’ protective coverage, (iii) blanket contractual coverage as granted

by the standard ISO CG 00 01 or equivalent, (iv) broad form property damage coverage, (v) completed operations and products liability

coverage for a period of two (2) years after Commencement of Operations, (vi) cross liability endorsement, (vii) hoists and elevators

or escalators and (viii) an endorsement (or, at Owner’s option, equivalent coverage under a separate policy) providing for protection

from pollution liability and providing for related clean-up of the Complex Site and any affected adjacent property. The GL Policy for

Project Improvements Work of Owner’s other contractors and subcontractors shall be in such amount and such policy limits as meets

the Insurance Standard for such contractors and subcontractors.

(e)

Excess/Umbrella Policy for Project Improvements Work. Prior to the commencement of any Project Improvements Work and at all times

during the performance of such Project Improvements Work and for so long after the completion thereof that any Person has any repair

obligations with respect to such Project Improvements Work, in addition to Owner’s Excess/Umbrella Policies, Owner shall cause

the Project Contractor to obtain, keep and maintain an excess or umbrella liability insurance policy (“Excess/Umbrella Policy

for Project Improvements Work”), written on an occurrence basis, in an amount not less than Fifty Million and No/100 Dollars

($50,000,000.00) per occurrence and in the aggregate for personal injury, bodily injury and death and/or property damage liability combined,

such policy to be written on an excess basis above the coverages required hereinabove (specifically listing such underlying policies)

and following the form of such underlying policies, naming Owner as insured. Owner shall cause Owner’s other contractors and subcontractors

to obtain, keep and maintain an excess or umbrella liability insurance policy in such amount as meets the Insurance Standard for such

contractors and subcontractors. Pollution Liability Excess/Umbrella coverage limit shall be provided at Five Million and No/100 Dollars

($5,000,000.00).

(f)

Additional Insurance. Prior to the commencement of any Project Improvements Work and at all times during the performance of such

Project Improvements Work and for so long after the completion thereof that any Person has any repair obligations with respect to such

Project Improvements Work, Owner shall, or shall cause the Project Contractor and Owner’s other contractors and subcontractors

to, obtain, keep, and maintain (i) such other and additional insurance as is, from time to time, required by all Applicable Law, (ii)

such other and additional insurance as may be reasonably required to meet the Insurance Standard and (iii) such other insurance as may

be mutually agreeable to the Parties. Such other and additional insurance policies shall name City as loss payee or City as an additional

insured in a manner consistent with it being named loss payees or additional insured in the policies required above in this Section

19.1.1 and shall comply with all applicable requirements set forth in Section 19.4

19.1.2

Policies Required During Construction of Additional Improvements Work.

(a)

Builder’s Risk Policy for Additional Work. Prior to the commencement of any Additional Work, whether or not such work is

Material Additional Work, and at all times during the performance of such Additional Work and for so long after the completion thereof

that (i) the Material Additional Work Construction Contractor or any of Owner’s other contractors and subcontractors has not been

paid in full in respect to the Additional Work and (ii) any Person has any repair obligations with respect to such Additional Work, Owner

shall, at its cost and expense, obtain, keep and maintain or cause to be obtained, kept and maintained, builder’s “all risk”

insurance policies (collectively, the “Builder’s Risk Policies for Additional Work”) affording coverage

of all Additional Work, whether permanent or temporary, and, to the extent not covered by a separate policy, all Insured Materials and

Equipment and Contractors’ Equipment related thereto against loss or damage due to Insured Casualty Risks covered by the broadest

form of extended coverage insurance generally available on commercially reasonable terms from time to time with respect to similar work

in the City of McKinney, Collin County, Texas. The Builder’s Risk Policies for Additional Work shall be written on an occurrence

basis and on a “replacement cost” basis, insuring one hundred percent (100%) of the cost of the Additional Work using a completed

value form (with permission to occupy upon completion of work or occupancy), naming Owner as the insured, with replacement cost coverage

in an amount designated by Owner, subject to the Approval of City Representative, and with any deductible not exceeding Two Hundred Fifty

Thousand and No/100 Dollars ($250,000.00) per loss, unless such deductible is lower than what is available on commercially reasonable

terms and, so long as the higher deductible meets the Insurance Standard, Owner shall be entitled to maintain the deductible that is

available on commercially reasonable terms; provided, however, that, in the case of demolition and debris removal coverage, Owner

shall carry coverage in not less than the full amount necessary to demolish the Additional Work and to remove all debris that may exist

after any Insured Casualty Risks.

(b)

Auto Policies for Additional Work. If any vehicles are to be used in connection with any Additional Work by the Material Additional

Work Construction Contractor and Owner’s other contractors and subcontractors, prior to the commencement of the use of such vehicles

in connection with such Additional Work, and at all times during such use through completion of such use, Owner shall cause the Material

Additional Work Construction Contractor and Owner’s other contractors and subcontractors to obtain, keep and maintain business

automobile liability insurance policies (the “Auto Policies for Additional Work”) covering all vehicles, whether

owned, non-owned and hired or borrowed vehicles, used in connection with the Additional Work, affording protection against liability

for bodily injury and death and/or for property damage in an amount not less than One Million and No/100 Dollars ($1,000,000.00) combined

single limit per occurrence or its equivalent and with a self-insured retention not to exceed Two Hundred Fifty Thousand and No/100 Dollars

($250,000.00) per loss, unless such retention is lower than what is available on commercially reasonable terms and, so long as the higher

retention meets the Insurance Standard, Owner shall be entitled to maintain the retention that is available on commercially reasonable

terms. If any Hazardous Materials shall be transported, loaded or unloaded by the Material Additional Work Construction Contractor or

Owner’s other contractors and subcontractors, prior to such transport, loading or unloading, and at all times during such transport,

loading or unloading through completion thereof, Owner shall cause the relevant contractor or subcontractor to obtain, keep and maintain

in its Auto Policies for Additional Work a motor trucker or carrier pollution endorsement related to claims arising out of the transporting

and loading or unloading of such Hazardous Materials.

(c)

Workers’ Compensation Policies for Additional Work. Prior to the commencement of any Additional Work, whether or not such

work is Material Additional Work, and at all times during the performance of such Additional Work and for so long after the completion

thereof that any Person has any repair obligations with respect to such Additional Work, in addition to Owner’s Workers Compensation

Policy, Owner shall cause the Material Additional Work Construction Contractor and Owner’s other contractors and subcontractors

to obtain, keep and maintain workers’ compensation insurance policies and any and all other statutory forms of insurance now or

hereafter prescribed by Applicable Law, providing statutory coverage under the laws of the State of Texas for all Persons employed by

the Material Additional Work Construction Contractor and Owner’s other contractors and subcontractors in connection with the Additional

Work and employers liability insurance policies with respect to same which afford protection of not less than One Million and No/100

Dollars ($1,000,000.00) for bodily injury by accident (each accident), not less than One Million and No/100 Dollars ($1,000,000.00) for

bodily injury by disease (each employee) and not less than One Million and No/100 Dollars ($1,000,000.00) bodily injury by disease (policy

limit) and with each deductible not exceeding Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) per loss, unless such deductible

is lower than what is available on commercially reasonable terms and, so long as the higher deductible meets the Insurance Standard,

Owner shall be entitled to maintain the deductible that is available on commercially reasonable terms.

(d)

Commercial General Liability Policy for Additional Work. Prior to commencement of any Additional Work and at all times during

the performance of such Additional Work and for so long after the completion thereof that any Person has any repair obligations with

respect to such Additional Work, in addition to Owner’s GL Policy, Owner shall cause the Material Additional Work Construction

Contractor and Owner’s other contractors and subcontractors to obtain keep and maintain a commercial general liability insurance

policy (“GL Policy for Additional Work”), written on an occurrence basis and limited to the Additional Work

and the Complex Site, naming such contractor or subcontractor as the insured and Owner and providing a Waiver of Subrogation in favor

of Owner, affording protection against liability arising out of personal injury, bodily injury and death or property damage occurring,

in, upon or about the Additional Work or the Complex Site or resulting from, or in connection with, the construction, use, operation

or occupancy of the Additional Work or the Complex Site, and containing provisions for severability of interests. The Material Additional

Work Contractor’s GL Policy for Additional Work shall be in such amount and such policy limits so that (i) the coverage, deductibles

and limits meet the Insurance Standard and are adequate to maintain the Excess/Umbrella Policy for Additional Work without gaps in coverage

between the GL Policy for Additional Work and the Excess/Umbrella Policy for Additional Work (but not less than $1,000,000 each occurrence,

$1,000,000 personal and advertising injury, $2,000,000 completed operations aggregate, $2,000,000 general aggregate, $5,000 medical payments

and $250,000 fire legal liability) and (ii) the self-insured retention not to exceed Five Hundred Thousand and No/100 Dollars ($500,000.00)

per loss, unless such retention is lower than what is available on commercially reasonable terms and, so long as the higher retention

meets the Insurance Standard, Owner shall be entitled to maintain the retention that is available on commercially reasonable terms. Owner’s

GL Policy for Additional Work shall also contain the following endorsements to the extent obtainable on commercially reasonable terms

or necessary to meet the Insurance Standard: (i) premises and operations coverage with explosion, collapse and underground exclusions

deleted, if applicable, (ii) owners’ and contractors’ included as insured, (iii) blanket contractual coverage as granted

in standard ISO CG 00 01 or equivalent, (iv) broad form property damage coverage, (v) completed operations and products liability coverage

for a period of two (2) years after Commencement of Operations, (vi) cross liability endorsement, (vii) hoists and elevators or escalators

and (viii) an endorsement (or, at Owner’s option, equivalent coverage under a separate policy) providing for protection from pollution

liability and providing for related clean-up of the Complex Site and any affected adjacent property. The GL Policy for Project Improvements

Work of Owner’s other contractors and subcontractors shall be in such amount and such policy limits as meets the Insurance Standard

for such contractors and subcontractors.

(e)

Excess/Umbrella Policy for Additional Work. Prior to the commencement of any Additional Work and at all times during the performance

of such Additional Work and for so long after the completion thereof that any Person has any repair obligations with respect to such

Project Improvements Work, in addition to Owner’s Excess/Umbrella Policies, Owner shall cause the Material Additional Work Construction

Contractor to obtain, keep and maintain an excess or umbrella liability insurance policy (“Excess/Umbrella Policy for Additional

Work”), written on an occurrence basis, in an amount not less than Ten Million and No/100 Dollars ($10,000,000.00) per

occurrence and in the aggregate for personal injury, bodily injury and death and/or property damage liability combined, such policy to

be written on an excess basis above the coverages required hereinabove (specifically listing such underlying policies) and following

the form of such underlying policies, naming Owner as insured. Owner shall cause Owner’s other contractors and subcontractors to

obtain, keep and maintain an excess or umbrella liability insurance policy in such amount as meets the Insurance Standard for such contractors

and subcontractors.

(f)

Additional Insurance. Prior to the commencement of any Additional Work, whether or not such work is Material Additional Work,

and at all times during the performance of such Additional Work and for so long after the completion thereof that any Person has any

repair obligations with respect to such Additional Work, Owner shall cause the Material Additional Work Construction Contractor and Owner’s

other contractors and subcontractors to obtain, keep and maintain (i) such other and additional insurance as is, from time to time, required

by all Applicable Law, (ii) such other and additional insurance as may be reasonably required to meet the Insurance Standard and (iii)

such other insurance as may be mutually agreed by the Parties. Such other and additional insurance policies shall name City as loss payee

or City as an additional insured in a manner consistent with their being named loss payees or additional insureds in the policies required

above in this Section 19.1.2 and shall comply with all other requirements set forth in Section 19.4.

19.1.3

Policies Required by Owner After Substantial Completion. Commencing on Substantial Completion (unless otherwise provided below)

and at all times during the Term (unless otherwise provided below), Owner shall, at its sole cost and expense, obtain, keep and maintain

or cause to be obtained, kept and maintained, the following insurance policies:

(a)

Commercial General Liability Policy. A commercial general liability insurance policy (“Owner’s GL Policy”),

written on an occurrence basis and limited to the Complex Site, naming Owner as the named insured (with the effect that Owner and its

employees are covered) and providing a Waiver of Subrogation, affording protection against liability arising out of personal injury,

bodily injury and death or property damage occurring, in, upon or about the Complex Site or resulting from, or in connection with, the

construction, use, operation or occupancy of the Complex Site and containing provisions for severability of interests. Owner’s

GL Policy must specifically include host legal liquor liability and dram shop liability coverage, if exposure exists; premises and operations

coverage with explosion, collapse and underground exclusions deleted, if applicable; owners’ included as insured; blanket contractual

coverage as granted in standard ISO CG 00 01; personal injury and advertising injury; broad form property damage coverage (including

fire legal); incidental medical professional liability insurance a commencement of Complex operations and evidence of insurance can be

satisfied by contractual medical professional vendors; products/completed operations for a period of three (3) years after Commencement

of Operations; and hoists and elevators or escalators, if exposure exists. Owner’s GL Policy shall be in such amount and such policy

limits so that (i) the coverage, deductibles and limits meet the Insurance Standard and are adequate to maintain Owner’s Excess/Umbrella

Policies without gaps in coverage between Owner’s GL Policy and Owner’s Excess/Umbrella Policies (but not less than $1,000,000

each occurrence, $1,000,000 personal and advertising injury, $2,000,000 completed operations aggregate, $2,000,000 general aggregate,

$5,000 medical payments and $250,000 fire legal liability) and (ii) the self-insured retention not to exceed Two Hundred Fifty Thousand

and No/100 Dollars ($250,000.00) per loss, unless such retention is lower than what is available on commercially reasonable terms and,

so long as the higher retention meets the Insurance Standard, Owner shall be entitled to maintain the retention that is available on

commercially reasonable terms. Owner’s GL Policy shall also contain an endorsement (or, at Owner’s option, equivalent coverage

under a separate policy) providing for protection from pollution liability at limits of not less than $1,000,000 and providing for related

clean-up of the Complex Site and any affected adjacent property at limits of not less than $1,000,000.

(b)

Auto Policy. A business automobile liability insurance policy covering all vehicles, whether owned, non-owned and hired or borrowed

vehicles, used in connection with the construction, maintenance or operation of the Complex Site, naming Owner as the insured and providing

a Waiver of Subrogation, affording protection against liability for bodily injury and death or for property damage in an amount not less

than One Million and No/100 Dollars ($1,000,000.00) combined single limit per occurrence or its equivalent and with a self-insured retention

not to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) per loss, unless such retention is lower than what is available

on commercially reasonable terms and, so long as the higher retention meets the Insurance Standard, Owner shall be entitled to maintain

the retention that is available on commercially reasonable terms.

(c)

Workers’ Compensation Policy. A workers’ compensation insurance policy and any and all other statutory forms of insurance

now or hereafter prescribed by Applicable Law, providing statutory coverage under the laws of the State of Texas for all Persons employed

by Owner in connection with the Complex Site and employers liability insurance policy (collectively, the “Owner’s Workers’

Compensation Policy”) affording protection of not less than One Million and No/100 Dollars ($1,000,000.00) for bodily injury

by accident (each accident), not less than One Million and No/100 Dollars ($1,000,000.00) for bodily injury by disease (each employee)

and not less than One Million and No/100 Dollars ($1,000,000.00) bodily injury by disease (policy limit) and with each deductible not

exceeding Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) per loss, unless such deductible is lower than what is available

on commercially reasonable terms and, so long as the higher deductible meets the Insurance Standard, Owner shall be entitled to maintain

the deductible that is available on commercially reasonable terms.

(d)

Excess/Umbrella Policies. Commencing after Substantial Completion, an excess or umbrella liability insurance policies (“Owner’s

Excess/Umbrella Policies”), written on an occurrence basis, in an amount not less than (i) Twenty Million and No/100 Dollars

($20,000,000.00) per occurrence and in the aggregate for personal injury, bodily injury and death or property damage liability combined,

and (ii) Twenty Million and No/100 Dollars ($20,000,000.00) per occurrence and in the aggregate for hazard and casualty coverage, such

policies to be written on an excess basis above the coverages required hereinabove (specifically listing such underlying policies) and

following the form of such underlying policies. Pollution Liability Excess/Umbrella coverage limit shall be provided at Five Million

and No/100 Dollars ($5,000,000.00).

(e)

No later than the Substantial Completion of the Project Improvements Work, and at all times during the remainder of the Term and continuing

thereafter until Owner has fulfilled all of its obligations under Article XXII, Owner shall, at its sole cost and expense, obtain, keep,

and maintain or cause to be obtained, kept and maintained, a special form (formerly “all risk”) property insurance policy

(the “Personal Property Insurance Policy”) providing for coverage of the Personal Property against loss or

damage due to Insured Perils covered by the broadest form of extended coverage insurance generally available on commercially reasonable

terms from time to time available in the City and affording coverage for, among other things, losses from malicious acts of any employee

or agent of an insured and, to the extent available on commercially reasonable terms, terrorism, naming Owner as the first named insured

for a sum at least equal to one hundred percent (100%) of the insurable replacement cost the Personal Property, and with any deductible

not exceeding Twenty-Five Thousand and No/100 Dollars ($25,000) per loss unless such deductible is lower than what is available on commercially

reasonable terms and, so long as the higher deductible meets the Insurance Standard, Owner shall be entitled to maintain the deductible

that is available on commercially reasonable terms. The Personal Property Insurance Policy shall also include an agreed amount clause

or waiver of coinsurance and shall not contain any exclusion for freezing, mechanical breakdown.

(f)

Business Interruption Policy. Commencing after Substantial Completion, a business interruption insurance policy or, alternatively,

sub-limit coverage under the Personal Property Insurance Policy (the “Owner’s Business Interruption Policy”)

that is in an amount sufficient to cover one hundred percent (100%) of continuing normal operating expenses for a period of eighteen

(18) months (including all debt service and payroll) naming Owner as the insured and containing a deductible that meets the Insurance

Standard. To the extent available on commercially reasonable terms in compliance with the Insurance Standard, the maximum deductible

under such policy shall be no more than thirty (30) days. There shall be an agreed amount clause or a waiver of co-insurance.

(g)

Liquor Legal Liability Policy. Prior to the manufacturing, selling, or distributing of any alcoholic beverages on the Complex

Site, Owner shall, at its sole cost and expense, obtain, keep, and maintain or cause to be obtained, kept and maintained, a liquor legal

liability policy with minimum limits of $5,000,000 each occurrence and aggregate.

(h)

Commercial Crime Policy. Commencing after Substantial Completion, a commercial crime insurance policy insuring against employee

dishonesty, forgery or alteration, robbery (inside and outside) and computer fraud, naming Owner as the insured.

(i)

Special Policies for Contractor Engaged in Pollution or Hazardous Materials Related Activities. At any time during the Term, if

any Project Contractor, any Material Additional Work Construction Contractor or any other of Owner’s other contractors and subcontractors

is to remove and/or dispose of any Hazardous Materials from in, upon or about the Complex Site, then prior to the commencement of such

removal and disposal, and at all times during such removal and disposal through completion thereof, Owner shall cause to be obtained,

kept and maintained, as a minimum, a pollution or environmental impairment liability insurance policy written on a claims made basis,

that names Owner as the insured, insuring against liability for bodily injury and death or for property damage occurring in, upon or

about the Complex Site as a result of the removal and disposal of any Hazardous Materials in an amount not less than Five Million and

No/100 Dollars ($5,000,000.00) combined single limit per occurrence.

(j)

Employment Practices Liability Policy. A directors & officers/employment practices liability insurance policy in an amount

not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and in the aggregate, naming Owner as the insured, with a

self-insured retention not to exceed One Million and No/100 Dollars ($1,000,000.00) per loss, unless such retention is lower than what

is available on commercially reasonable terms and, so long as the higher retention meets the Insurance Standard, Owner shall be entitled

to maintain the retention that is available on commercially reasonable terms, and affording protection against liability arising out

of, and indemnification for, claims or losses incurred from wrongful employment-related acts or practices by Owner or any other operator

of the Complex Site, including violation of any Applicable Law regarding employment practices, resulting from, or in connection with,

the employment of Persons for the use, operation or occupancy of the Complex Site and containing provisions for severability of interests.

(k)

Additional Insurance. In addition to all insurance policies and coverage required above in this Section 19.1, Owner covenants,

at its sole cost and expense, commencing on the Effective Date and at all times necessary during the Term and through the date Owner

has fulfilled its obligations under Article XXII, to obtain, keep and maintain or cause to be obtained, kept and maintained, all other

additional insurance policies on the Complex Site, as they exist at all times from time to time (i) as required by Applicable Law, (ii)

such other and additional insurance as may be reasonably required to meet the Insurance Standard and (iii) such other insurance as may

be mutually agreed by the Parties.

19.1.4

Adjustments in Policies. Without limiting the other provisions of this Agreement with respect to policy limits and coverage,

Owner covenants and agrees that upon written request, and in no event more often than once every five (5) years during the Term, Owner

shall review the policies that it is required to carry pursuant to the terms of this Agreement to ensure that same meet the Insurance

Standard. Upon completion of such analysis and review, Owner shall deliver a Notice to City which has been certified by a Responsible

Officer of Owner stating the results of such analysis and review and any adjustments to the policy limits, deductibles and coverages

so as to meet the Insurance Standard.

19.2

Blanket or Master Policy. Any one or more of the types of insurance coverages required in Section 19.1 (except that

the GL Policy for Project Improvements Work, GL Policy for Additional Work and Owner’s GL Policy shall have a general aggregate

limit that shall be site specific to the Complex Site) may be obtained, kept and maintained through a blanket or master policy or excess/umbrella

policies insuring other entities (such as Affiliates of Owner), provided that (a) such blanket or master policy or excess/umbrella policies

and the coverage effected thereby comply with all applicable requirements of this Agreement and (b) the protection afforded under such

blanket or master policy or excess/umbrella policies shall be no less than that which would have been afforded under a separate policy

or policies relating only to the Complex Site. If any excess or umbrella liability insurance coverage required pursuant hereto is subject

to an aggregate annual limit and is maintained through such blanket or master policy, and if such aggregate annual limit is impaired

as a result of claims actually paid by more than fifty percent (50%), Owner shall immediately give Notice thereof to City and, within

ninety (90) days after discovery of such impairment, to the fullest extent reasonably possible, cause such limit to be restored by purchasing

additional coverage if higher excess limits have not been purchased.

19.3

Failure to Maintain.

19.3.1

Reserved.

19.3.2

Work Stoppage. If any time prior to the commencement of, or during, any Construction Work for any reason Owner fails to provide,

maintain, keep in force and effect, or deliver City Parties proof of, any of the insurance required hereunder, City Parties shall have

the right to deliver Notice to Owner of such failure and if that Owner shall have failed to cure such failure within ten (10) days of

delivery of such Notice, order Owner, the Project Contractor, the Material Additional Work Construction Contractor or Owner’s other

contractors and subcontractors, as applicable, to stop such Construction Work until such time that the insurance policies required hereunder

shall have been obtained, and proof furnished to City Parties that such policies are in full force and effect. Proof of insurance may

be provided through certificates of insurance (Acord 25 for Liability coverage and Acord 28 for Property Insurance coverages). Such a

work stoppage shall not constitute an Excusable Owner Delay.

19.4

Additional Policy Requirements.

19.4.1

Approval of Insurers; Certificate and Other Requirements.

(a)

All insurance policies required to be carried by Owner pursuant to the terms of this Agreement shall be effected under valid policies

issued by insurers authorized to do business in the State of Texas and which have an A.M. Best Company, Inc. rating of “A-”

or better and a financial size category of not less than “VIII”. If A.M. Best Company, Inc. no longer uses such rating system,

then the equivalent or most similar ratings under the rating system then in effect, or if A.M. Best Company, Inc. is no longer the most

widely accepted rater of the financial stability of insurance companies providing coverage such as that required by this Agreement, then

the equivalent or most similar rating under the rating system then in effect of the most widely accepted rater of the financial stability

of such insurance companies at the time. Owner may utilize insurers with lower ratings with the prior written Approval of the City Parties.

(b)

Each and every insurance policy required to be carried by or on behalf of the Owner pursuant to this Agreement shall provide (and any

certificate evidencing the existence of each such insurance policy shall certify) that such insurance policy shall not be canceled, non-renewed

or coverage thereunder materially reduced unless the City shall have received Notice of cancellation, non-renewal or material reduction

in coverage, in each such case (except for Notice of cancellation due to non-payment of premiums) such Notice to be sent to the City

not less than thirty (30) days (or the maximum period of days permitted under Applicable Law, if less than thirty (30) days) prior to

the effective date of such cancellation, non-renewal or material reduction in coverage, as applicable. If any insurance policy required

to be carried by or on behalf of Owner pursuant to this Agreement is to be canceled due to non-payment of premiums, the requirements

of the preceding sentence shall apply except that the Notice shall be sent to the City on the earliest possible date but in no event

less than ten (10) days prior to the effective date of such cancellation.

(c)

Each and every insurance policy required to be carried by the Owner pursuant to this Agreement shall provide that the policy is primary

and that any other insurance of any insured, Loss Payee or additional insured thereunder with respect to matters covered by such insurance

policy shall be excess and non-contributing.

(d)

Owner shall require all subcontractors performing any of the Construction Work to carry insurance and otherwise complying with the requirements

of Section 20.1 of this Agreement; provided, however, the amount and type of such subcontractor’s insurance must

be commensurate with the amount and type of the subcontract, but in no case less than what would be required by a Reasonable and Prudent

Developer or a Reasonable and Prudent Operator, as applicable. Owner shall provide certificates of insurance regarding all such subcontractor

policies to City in accordance with Section 19.4.2.

(e)

Owner shall comply in all material respects with all rules, orders, regulations and requirements of the Board of Fire Underwriters or

any other similar body having jurisdiction, in the case of fire insurance policies, or as approved by carrier underwriters in place of

regulations or jurisdictional requirement.

19.4.2

Delivery of Evidence of Insurance. With respect to each and every one of the insurance policies required to be obtained, kept

or maintained under the terms of this Agreement, on or before the date on which each such policy is required to be first obtained and

at least five (5) days before the expiration of any policy required hereunder previously obtained, the Party required to obtain, keep

or maintain such policy shall deliver evidence reasonably acceptable to the other Party showing that such insurance is in full force

and effect. Such evidence shall include certificates of insurance (on the ACORD 25 form for Liability coverages and ACORD 28 form for

Property coverages) issued by a Responsible Officer of the issuer of such policies, or in the alternative, a Responsible Officer of an

agent authorized to bind the named issuer, setting forth the name of the issuing company, the coverage, primary limits, primary deductibles,

endorsements, term and, in the case of Owner only, along with a similar certificate executed by a Responsible Officer of Owner. Further,

each Party agrees to promptly deliver Notice to the other Party of any facts or circumstances of which it is aware which, if not disclosed

to its insurers or re-insurers, is likely to affect adversely the nature or extent of the coverage to be provided under any insurance

policy required hereunder.

19.4.3

Waiver of Right of Recovery. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT AFFECTING THE INSURANCE COVERAGES

REQUIRED TO BE MAINTAINED HEREUNDER, CITY PARTIES AND OWNER EACH WAIVE ALL RIGHTS OF RECOVERY, CLAIM, ACTION OR CAUSE OF ACTION AGAINST

THE OTHER FOR ANY DAMAGE TO PROPERTY, AND RELEASE EACH OTHER FOR SAME, TO THE EXTENT THAT SUCH DAMAGE (I) IS COVERED (AND ONLY TO THE

EXTENT OF SUCH COVERAGE WITHOUT REGARD TO DEDUCTIBLES) BY INSURANCE ACTUALLY CARRIED BY THE PARTY HOLDING OR ASSERTING SUCH CLAIM OR

(II) WOULD BE INSURED AGAINST UNDER THE TERMS OF ANY INSURANCE REQUIRED TO BE CARRIED UNDER THIS AGREEMENT BY THE PARTY HOLDING OR ASSERTING

SUCH CLAIM. THIS PROVISION IS INTENDED TO RESTRICT EACH PARTY (IF AND TO THE EXTENT PERMITTED BY APPLICABLE LAW) TO RECOVERY AGAINST

INSURANCE CARRIERS TO THE EXTENT OF SUCH COVERAGE AND TO WAIVE (TO THE EXTENT OF SUCH COVERAGE), FOR THE BENEFIT OF EACH PARTY, RIGHTS

OR CLAIMS WHICH MIGHT GIVE RISE TO A RIGHT OF SUBROGATION IN ANY INSURANCE CARRIER. NEITHER THE ISSUANCE OF ANY INSURANCE POLICY REQUIRED

UNDER, OR THE MINIMUM LIMITS SPECIFIED HEREIN SHALL BE DEEMED TO LIMIT OR RESTRICT IN ANY WAY CITY PARTIES’ OR OWNER’S LIABILITY

ARISING UNDER OR OUT OF THIS AGREEMENT PURSUANT TO THE TERMS HEREOF. OWNER SHALL BE LIABLE FOR ANY LOSSES, DAMAGES OR LIABILITIES SUFFERED

OR INCURRED BY CITY PARTIES AS A RESULT OF OWNER’S FAILURE TO OBTAIN, KEEP AND MAINTAIN OR CAUSE TO BE OBTAINED, KEPT AND MAINTAINED,

THE TYPES OR AMOUNTS OF INSURANCE REQUIRED UNDER THE TERMS OF THIS AGREEMENT.

19.4.4

Reserved.

19.5

General Obligations with Respect to Policies. The Parties hereby agree as follows:

(a)

To punctually pay or cause to be paid all premiums and other sums payable under each insurance policy required to be obtained, kept and

maintained pursuant to this Agreement;

(b)

To maintain in full force and effect the policies required to be carried to the extent so required to be carried pursuant to the terms

hereof;

(c)

To ensure that all Casualty Proceeds are paid to the Party entitled to receive same pursuant to the terms of this Agreement, including

Section 19.4.3;

(d)

Not, at any time, to take any action (or omit to take action) which action (or omission) would cause any insurance policies required

to be obtained, kept and maintained under this Agreement to become void, voidable, unenforceable, suspended or impaired in whole or in

part or which would otherwise cause any sum paid out under any such insurance policy to become repayable in whole or in part; and

(e)

Promptly deliver Notice to the other Party of any facts or circumstances of which it is aware which, if not disclosed to its insurers

or re-insurers, is likely to affect adversely the nature or extent of the coverage to be provided under any insurance policy required

hereunder.

19.6

Proceeds of Insurance. Casualty Proceeds shall be payable in accordance with the provisions of Article XVIII.

19.7

Indemnity by Owner.

19.7.1

Agreement to Indemnify. SUBJECT TO SECTION 19.4.3 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT

TO THE EXTENT SPECIFICALLY EXCLUDED HEREFROM PURSUANT TO SECTION 19.7.2 OWNER HEREBY AGREES AND COVENANTS TO INDEMNIFY, DEFEND

AND HOLD HARMLESS CITY PARTIES AND CITY PARTY INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS, DIRECTLY OR INDIRECTLY ARISING OR ALLEGED

TO ARISE OUT OF OR ANY WAY INCIDENTAL TO (a) ANY USE, OCCUPANCY, CONDUCT, MANAGEMENT OR OPERATION OF THE COMPLEX SITE BY OR ON BEHALF

OF OWNER OR ANY AFFILIATE, CONTRACTOR, SUBCONTRACTOR, INVITEE OR GUEST OF OWNER DURING THE TERM, OR DURING ANY PERIOD OF TIME, IF ANY,

BEFORE OR AFTER THE TERM THAT OWNER MAY HAVE HAD POSSESSION OF THE COMPLEX SITE, (b) ANY BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT

BY OWNER OR BREACH OR DEFAULT OF OWNER IN PERFORMING ANY OBLIGATIONS UNDER APPLICABLE LAW, (c) ANY ENVIRONMENTAL EVENT, OR THE NEGLIGENCE,

INTENTIONAL TORT, WILLFUL ACT, OR ANY ACT OR OMISSION OF OWNER OR OWNER’S RELATED PARTIES (COLLECTIVELY, THE “OWNER LIABILITIES”),

OR (d) ANY INJURY TO OR DEATH OF ANY PERSON, OR DAMAGE TO ANY PROPERTY OCCURRING ON THE PROPERTY AND FROM AND AGAINST ALL REASONABLE

EXPENSES AND LIABILITIES INCURRED IN CONNECTION WITH ANY SUCH CLAIM OR ANY ACTION OR PROCEEDING BROUGHT THEREON (INCLUDING, BUT NOT LIMITED

TO THE REASONABLE FEES OF ATTORNEYS, INVESTIGATORS AND EXPERTS) ALL REGARDLESS OF WHETHER SUCH CLAIM IS ASSERTED DURING OR AFTER THE

EXPIRATION OF THE TERM OR ANY EARLIER TERMINATION OF THIS AGREEMENT. THE FOREGOING INDEMNITY INCLUDES OWNER’S AGREEMENT TO PAY

ALL COSTS AND EXPENSES OF DEFENSE, INCLUDING ATTORNEYS’ FEES, INCURRED BY CITY PARTIES AND ANY CITY PARTY INDEMNITEE. THIS INDEMNITY

SHALL APPLY WITHOUT LIMITATION TO ANY LIABILITIES IMPOSED ON ANY PARTY INDEMNIFIED HEREUNDER AS A RESULT OF ANY STATUTE, RULE, REGULATION

OR THEORY OF STRICT LIABILITY. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE

POLICIES, WORKERS’ COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS. ALTHOUGH OWNER HAS CAUSED CITY PARTIES

TO BE NAMED AS LOSS PAYEE OR ADDITIONAL INSURED UNDER OWNER’S INSURANCE POLICIES (EXCEPT WORKERS’ COMPENSATION), OWNER’S

LIABILITY UNDER THIS INDEMNIFICATION PROVISION SHALL NOT BE LIMITED TO THE LIABILITY LIMITS SET FORTH IN SUCH POLICIES.

OWNER

AGREES THAT CITY PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGE OR LIABILITY OF ANY KIND OR FOR ANY INJURY TO OR DEATH OF PERSONS OR DAMAGE

TO PROPERTY OF OWNER OR ANY OTHER PERSON FROM ANY CAUSE WHATSOEVER BY REASON OF ANY WORK, LABOR OR MATERIALS PERFORMED OR DELIVERED TO,

OR CONNECTED TO THE USE, OCCUPANCY, OR ENJOYMENT OF THE PREMISES BY OWNER OR ANY PERSON ON THE PREMISES OR HOLDING ALL OR ANY PART OF

THE PREMISES UNDER OWNER. OWNER DOES HEREBY INDEMNIFY AND SAVE HARMLESS CITY PARTIES FROM ALL CLAIMS, ACTIONS, DEMANDS, COSTS AND REASONABLE

EXPENSES AND LIABILITY WHATSOEVER, INCLUDING REASONABLE ATTORNEYS’ FEES, ON ACCOUNT OF ANY SUCH REAL OR CLAIMED DAMAGE OR LIABILITY

SUSTAINED BY THIRD PARTIES AND FROM ALL LIENS, CLAIMS AND DEMANDS OCCURRING IN OR AT THE PREMISES, OR ARISING OUT OF THE CONSTRUCTION,

USE, OCCUPANCY OR ENJOYMENT OF THE COMPLEX SITE AND ITS FACILITIES, OR ANY REPAIRS OR ALTERATIONS WHICH OWNER MAY MAKE UPON THE COMPLEX

SITE, OR OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION OF OWNER OR ANY OF OWNER’S RELATED PARTIES.

OWNER

ACKNOWLEDGES THAT CITY PARTIES ARE NOT REQUIRED TO PROVIDE SECURITY FOR PERSONS OR PROPERTY IN OR ABOUT THE COMPLEX SITE. OWNER HEREBY

WAIVES AND RELEASES ANY CLAIM AGAINST CITY PARTIES FOR INJURY OR DEATH OF ANY PERSON AND ANY PROPERTY DAMAGE ARISING OUT OF OR ATTRIBUTABLE

TO ANY CRIMINAL ACTIVITY IN OR ABOUT THE COMPLEX SITE, SPECIFICALLY INCLUDING, BUT NOT LIMITED TO VANDALISM, THEFT, BURGLARY, ROBBERY,

RAPE, MURDER OR ASSAULT.

OWNER

HEREBY AGREES TO INDEMNIFY CITY PARTIES AND HOLD CITY PARTIES HARMLESS FROM AND AGAINST ANY AND ALL LOSS, DAMAGES, LIABILITIES, REASONABLE

EXPENSE AND COST INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, PAID, INCURRED OR SUFFERED BY CITY PARTIES AS A DIRECT

OR INDIRECT RESULT OF THE PRESENCE ON OR UNDER, OR THE ESCAPE, SEEPAGE, LEAKAGE, SPILLAGE, EMISSION, DISCHARGE, MIGRATION OR RELEASE

FROM THE COMPLEX SITE OF ANY HAZARDOUS SUBSTANCE ARISING OUT OF OWNER’S USE OR OCCUPANCY OF THE COMPLEX SITE.

19.7.2

Owner’s Exclusions. TO THE EXTENT ANY OF THE CLAIMS FOR WHICH OWNER IS OBLIGATED TO INDEMNIFY CITY PARTIES AND CITY

PARTY INDEMNITEES PURSUANT TO SECTION 19.7.1 ARE CAUSED BY ANY OF THE FOLLOWING, SUCH CLAIMS SHALL NOT BE COVERED BY SUCH INDEMNITY:

(a)

ANY INJURY TO OR DEATH OF ANY PERSON OR ANY PHYSICAL DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY TO THE EXTENT, AND ONLY TO THE EXTENT,

CAUSED BY THE WILLFUL MISCONDUCT OF CITY PARTIES OR ANY CITY PARTY INDEMNITEE; OR

(b)

ANY ENVIRONMENTAL EVENT OR ANY HAZARDOUS MATERIALS PRESENT AT, IN, ON OR UNDER THE COMPLEX SITE CAUSED BY OR ARISING FROM THE WILLFUL

MISCONDUCT OF CITY PARTIES OR A CITY PARTY INDEMNITEE FROM AND AFTER THE EFFECTIVE DATE.

19.8

Conduct of Claims. City Parties shall, reasonably promptly after the receipt of written Notice of any Action or Proceeding

or claim against City Parties or City Party Indemnitees in respect of which indemnification may be sought pursuant to Section 19.7,

notify Owner in writing of such Action or Proceeding or claim. If any such Action or Proceeding or claim shall be made or brought against

City Parties or City Party Indemnitees, Owner may, or if so requested by City Parties shall, assume the defense thereof with counsel

of its selection reasonably acceptable to City Parties and which shall be reasonably competent and experienced to defend City Parties

and/or City Party Indemnitees. In such circumstances, the City Parties and City Party Indemnitees shall (i) at no cost or expense to

City Parties and/or City Party Indemnitees, cooperate with Owner and provide Owner with such information and assistance as Owner shall

reasonably request in connection with such Action or Proceeding or claim, and (ii) at its own expense, have the right to participate

and be represented by counsel of its own choice in any such action or with respect to any such claim. If Owner assumes the defense of

the relevant claim or action, Owner shall not conclude any settlement that requires any action or forbearance from action or payment

or admission by City Parties or any City Party Indemnitee without the prior Approval of such Party, as applicable. The obligations of

Owner under Section 19.7 shall not extend to any loss, damage and expense of whatever kind and nature (including all related costs

and expenses) to the extent the same results from the acts of City Parties or a City Party Indemnitee (unless required by Applicable

Law or applicable legal process) after the assertion of any claim which gave rise to the obligation to indemnify which prejudices the

successful defense of the Action or Proceeding or claim without, in any such case, the prior written Approval of Owner (such Approval

not to be required in a case where Owner has not assumed the defense of the Action or Proceeding or claim). If Owner has assumed the

defense of the relevant Action or Proceeding or claim, City Parties agree to afford Owner and its counsel the opportunity to be present

at, and to participate in, conferences between City Parties and any Persons, including Governmental Authorities, or conferences between

City Parties and representatives of or counsel for such Person, asserting any claim or action against City Parties or City Party Indemnitees

covered by the indemnity contained in Section 19.7 to the extent such conference relates to the subject matter of the claim or

action covered by the indemnity contained in Section 19.7.

19.9

Failure to Defend. It is understood and agreed by Owner that if City Parties or any City Party Indemnitee is made a defendant

in any Action or Proceeding or Claim for which it is indemnified pursuant to this Agreement, and Owner fails or refuses to assume the

defense thereof, after having received Notice by City Parties or any City Party Indemnitee of its obligation hereunder to do so, City

Parties or such City Party Indemnitee may compromise or settle or defend any such Action or Proceeding or Claim, and Owner shall be bound

and obligated to reimburse City Parties and/or such City Party Indemnitee for the amount reasonably expended by City Parties and/or City

Party Indemnitee in settling and compromising any such Action or Proceeding or Claim, or for the amount reasonably expended by City Parties

and/or any City Party Indemnitee in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred

by City Parties and/or any City Party Indemnitee for defense or settlement of such Action or Proceeding or Claim. Any judgment rendered

against City Parties and/or any City Party Indemnitee or amount reasonably expended by City Parties and/or any City Party Indemnitee

in compromising or settling such Action or Proceeding or Claim shall be conclusive as determining the amount for which Owner is liable

to reimburse City Parties and/or any City Party Indemnitee hereunder. To the extent that City Parties and/or any City Party Indemnitee

has the right to, and in fact does, assume the defense of such Action or Proceeding or Claim, City Parties and/or each City Party Indemnitee

shall have the right, at its expense, to employ independent legal counsel in connection with any Action or Proceeding or Claim, and Owner

shall cooperate with such counsel in all reasonable respects at no cost to City Parties or any City Party Indemnitee.

19.10

No Third-Party Beneficiary. The provisions of Sections 19.7, 19.8 and 19.9 are solely for the benefit

of the City Parties, City Party Indemnitees, Owner, and Owner’s Related Parties and are not intended to create or grant any rights,

contractual or otherwise, to any other person.

19.11

Surety Bonds for Additional Work. Prior to the commencement of any Additional Work that shall cost in excess of the Additional

Work Surety Bond Threshold, whether or not such work is Material Additional Work, and at all times during the performance of such Additional

Work and for so long after the completion thereof that any of Owner’s other contractors and subcontractors (other than the Additional

Work Construction Contractor) have not been paid in full in respect to the Additional Work, Owner shall cause the Additional Work Construction

Contractor to obtain, keep and maintain performance and payment bonds from a Qualified Surety in a total amount equal to one hundred

percent (100%) of the costs of the Additional Work.

19.12

No Waiver. Approval, disapproval or failure to act by City Parties regarding any insurance applied by Owner shall not relieve

Owner of full responsibility or liability for damages or accidents as set forth in this Agreement. Neither shall the bankruptcy, insolvency

or denial of liability by the insurance company exonerate Owner from any such liability.

19.13

Increase in Risk. Owner shall not do or permit to be done any act or thing as a result of which either (a) any policy of insurance

of any kind covering any or all of the Land or any liability of City Parties in connection therewith becomes void or suspended and such

insurance policy is not replaced, or (b) the insurance risk under any such policy would (in the opinion of the insurer thereunder) be

made materially greater and action is not taken to address the risk.

Article

XX.

CONDEMNATION

20.1

Condemnation of Substantially All of the Complex Site.

20.1.1

Termination Rights. If, at any time during the Term, title to the whole or Substantially All of the Complex Site is taken

in any Condemnation Action (or conveyed in lieu of any such Condemnation Action), other than for a temporary use or occupancy that is

for one (1) year or less in the aggregate, then Owner may, at its option, terminate this Agreement by Notice to City Parties, and in

such event this Agreement shall terminate and expire on the date of such taking (or conveyance) and all other payments, including Impositions,

shall be paid to the date of such taking (or conveyance). With respect to any sums payable to City Parties hereunder or pursuant hereto

that are to be paid to City Parties in the event of such termination but which are not then capable of ascertainment, reasonable estimates

of such items shall be made and such estimates shall be included in the aforesaid payment, and City Parties and Owner shall make adjustments

to correct any error in such estimates as and when the same become determined.

20.1.2

Condemnation Awards. All Condemnation Awards payable as a result of or in connection with any taking of the whole or Substantially

All of the Complex Site shall be paid and distributed in accordance with the provisions of this Section 20.1.2. Notwithstanding

the division of the Condemnation Award by a court or condemning authority in a Condemnation Action, all Condemnation Awards shall be

payable first, to pay outstanding Permitted Project Financing and any other Debt (as required by the applicable loan documents) of and

other investments by Owner and its Affiliates to pay for construction of the Improvements, second, to satisfy any remaining obligations

of Owner to City Parties under this Agreement, and thereafter to Owner. Notwithstanding anything herein to the contrary, from and after

the closing of the Land Sale, all Condemnation Awards shall be allocated and paid subject to the rights of STORE Capital and any successor

fee owner under the Recognition Agreement and the Lease, including with respect to the portion of any Condemnation Award attributable

to the Ground Estate.

20.2

Condemnation of Part. In the event of a Condemnation Action affecting less than the whole or less than Substantially All of

the Complex Site, the Term shall not be reduced or affected in any way, and the following provisions shall apply:

20.2.1

Condemnation Awards. All Condemnation Awards payable as a result of or in connection with any taking of less than the whole

or less than Substantially All of the Complex Site shall be paid and distributed in accordance with the provisions of this Section

20.2. Notwithstanding the division of the Condemnation Award by a court or condemning authority in a Condemnation Action, Owner shall

be entitled to the entire proceeds of the Condemnation Award (subject to the rights of any Mortgagees). The Condemnation Award payable

to Owner pursuant to this Section 20.2 shall be paid to Owner and applied by Owner in the following order of priority: (i) payment

of all Condemnation Expenses and (ii) paying any remainder to Owner (subject to the rights of any Mortgagees). For purposes of this Article

XX, “Substantially All of the Complex Site”

shall be deemed to have been taken if, by reason of the taking of title to or possession of the Complex Site or any portion thereof by

Condemnation Actions, an Inoperable Condition exists or is reasonably expected to exist for longer than one (1) year. Notwithstanding

anything herein to the contrary, from and after the closing of the Land Sale, all Condemnation Awards shall be allocated and paid subject

to the rights of STORE Capital and any successor fee owner under the Recognition Agreement and the Lease, including with respect to the

portion of any Condemnation Award attributable to the Ground Estate.

20.2.2

Restoration of the Complex Site. Following a condemnation of less than the whole or Substantially All of the Complex Site

during the Term, Owner shall, subject to the requirements of Section 15.2 and Article XX, with reasonable diligence (subject

to Excusable Owner Delay and/or City Party Delay), commence and thereafter proceed to repair, alter and restore the remaining part of

the Complex Site described in clause (a) of the definition thereof to substantially their former condition to the extent that the same

may be feasible and in accordance with the Final Base Complex Plan that has been Approved pursuant to the terms of this Agreement, as

and if required, to the extent practical and permitted by Applicable Law. Such repairs, alterations or restoration, including temporary

repairs for the protection of Persons or Property pending the completion of any part thereof are sometimes referred to in this Article

XX as the “Condemnation Repair Work.”

20.3

Temporary Taking. If the whole or any part of the Complex Site shall be taken in Condemnation Actions for a temporary use

or occupancy of one (1) year or less, the Term shall not be reduced, extended or affected in any way. Except to the extent that Owner

is prevented from doing so pursuant to the terms of the order of the condemning authority or because it is not practical as a result

of such taking, Owner shall continue to perform and observe all of the other covenants, agreements, terms and provisions of this Agreement

as though such temporary taking had not occurred. In the event of any such temporary taking, Owner shall be entitled to receive the entire

amount of any Condemnation Award made for such taking (subject to the rights of any Mortgagees), whether such award is paid by way of

damages or otherwise, less any Condemnation Expenses paid by City Parties, if any.

20.4

Condemnation Proceedings. Notwithstanding any termination of this Agreement, (i) Owner and City Parties each shall have the

right, at their own expense, to appear in any Condemnation Action and to participate in any and all hearings, trials and appeals therein.

20.5

Notice of Condemnation. If City Parties or Owner shall receive Notice of any proposed or pending Condemnation Action affecting

the Complex Site, the Party receiving such Notice shall promptly notify the other Party hereto.

20.6

Survival. The provisions contained in this Article XX shall survive the expiration or earlier termination of this Agreement,

but only insofar as such provisions relate to any Condemnation Action or Condemnation Awards that arose prior to the expiration or earlier

termination of this Agreement.

Article

XXI.

ASSIGNMENT

AND TRANSFER

21.1

Assignment. (a) Owner hereby acknowledges that City Parties have entered into this Agreement because of Owner’s financial

strength, goodwill, ability and expertise and that, accordingly, this Agreement is one which is personal to Owner, and Owner agrees for

itself and its successors and assigns in interest hereunder that it shall not, during the Term of this Agreement, relinquish control

of the Complex Site, the Project Improvements, the Property generally, subject only to the rights granted to the Operator to operate

the Complex under the terms of the Operator Agreement, or Sunset Ground at McKinney, LLC. As used in this Section 21.1, the term

“control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management

and policies of the Complex Site or Sunset Ground at McKinney, LLC. Any assignment, sale, lease, transfer, conveyance, mortgage, pledge

encumbrance or other transfer (each a “Transfer”) in contravention of the foregoing agreement without the prior

written Approval of City, shall not be permitted hereunder and shall constitute an Event of Default. In no event shall the City Parties

have any control or discretion over the financing or ownership structure utilized by Owner, provided Owner maintains operational control

of the Complex as provided herein above; provided, however, upon City’s reasonable, written request, Owner shall provide City with

evidence reasonably satisfactory to the City that Owner maintains operational control of the Complex; provided further, however, the

assignee, lessee, purchaser, or transferee under a Transfer shall be subject to the conditions of this Agreement, including, but not

limited to, Section 3.3.1.

(b)

Owner represents that, as of the Execution Date of this Agreement, Sunset Ground at McKinney, LLC, as owner of the Land, intends to (a)

sell the Ground Estate to STORE Capital pursuant to the Purchase and Sale Agreement (the “Land Sale”), while

retaining ownership of the Improvements Estate and (b) contemporaneously with the Land Sale, enter into a Ground Lease Agreement, dated

October 19, 2026, between Sunset Ground at McKinney, LLC, as lessee, and STORE Capital, as lessor (the “Lease”),

pursuant to which Sunset Ground at McKinney, LLC will ground lease the Ground Estate from STORE Capital. The Land Sale and the Lease

are referred to collectively herein as the “Sale-Leaseback Transaction.”

The

City Parties hereby approve Owner’s Transfer of the Ground Estate to STORE Capital through the Land Sale, subject to satisfaction

of each of the following conditions prior to closing of the Land Sale:

(1)

Sunset Ground at McKinney, LLC shall execute and deliver to MEDC the First Amendment to Deed of Trust, attached hereto as Exhibit

N, conveying a first-priority lien on (i) the leasehold interest in the Ground Estate (the “First Amendment to Deed of

Trust”) and (ii) the ownership interest in the Improvements Estate;

(2)

Sunset Ground at McKinney, LLC shall execute and deliver to MEDC the Collateral Assignment of Rents, attached hereto as Exhibit O

(the “Collateral Assignment of Rents”), assigning to MEDC, the Assignment Property (as defined in the Collateral

Assignment of Rents), as more particularly described therein, which Assignment shall be recorded in the Official Public Records of Collin

County, Texas, and shall at all times constitute a first and superior lien on the Assigned Rents (as defined in the Collateral Assignment

of Rents) and the other Assignment Property, senior to any other lien, mortgage, deed of trust, security interest, or encumbrance on

the Assigned Rents and such other Assignment Property, other than as may be set forth in the First Amendment to Deed of Trust;

(3)

The Lease Assignment and Deed in Lieu of Foreclosure, attached hereto as Exhibit P (the “Lease Assignment in Lieu”),

shall be executed and delivered by all parties thereto;

(4)

The Construction Escrow Agreement, attached hereto as Exhibit Q (the “Construction Escrow Agreement”),

shall be executed and delivered by all parties thereto;

(5)

Each of J.W. Roth and Kevin O’Neil shall execute and deliver the Amended and Restated Personal Guaranty (the “Amended

and Restated Personal Guaranty”), attached hereto as Exhibit R;

(6)

The Recognition Agreement, attached hereto as Exhibit S, shall be executed and delivered by all parties thereto;

(7)

The Modification of Promissory Note including the consent and reaffirmation of J.W. Roth and Kevin O’Neil, attached hereto as Exhibit

T, shall be executed and delivered by all parties thereto;

(8)

Each of Owner, J.W. Roth, and Kevin O’Neil shall execute and deliver, or cause to be executed and delivered, all deliverables required

under the Recognition Agreement, including, but not limited to, any deposits required thereunder, each in form and substance acceptable

to the City Parties;

(9)

Owner shall pay, whether or not the closing of the Land Sale occurs, all reasonable fees and expenses of the City Parties incurred from

August 27, 2026, through and including the date of closing of the Land Sale (or, if the Land Sale does not close, through and including

the date on which Owner notifies the City in writing that Owner is not proceeding with the Land Sale), in connection with the Land Sale,

the Sale-Leaseback Transaction, and the approval of this Agreement, including without limitation the fees and expenses of Brown &

Hofmeister, L.L.P. and Norton Rose Fulbright US LLP. Such fees and expenses include but are not limited to all fees and expenses incurred

in connection with (a) negotiating, preparing, drafting, reviewing, commenting on, and finalizing all agreements, instruments, and documents

executed or delivered in connection with the Land Sale and Sale-Leaseback Transaction, including without limitation the Purchase and

Sale Agreement, the Lease, the Recognition Agreement, the First Amendment to Deed of Trust, the Construction Escrow Agreement, the Collateral

Assignment of Rents, and any reaffirmation of Personal Guaranty; (b) reviewing and advising on title, survey, and due diligence matters

related to the Land Sale and Sale-Leaseback Transaction; (c) negotiating, reviewing, and advising on any conditions to closing set forth

in this Agreement or in any of the foregoing documents; (d) obtaining any required consents, approvals, or authorizations of the City

Parties in connection with the Land Sale and Sale-Leaseback Transaction, including pursuant to Article XXI of this Agreement; (e) advising

on the satisfaction of any conditions to City Parties’ approval of the Land Sale and Sale-Leaseback Transaction; and (f) any other

legal services rendered in connection with the Land Sale, the Sale-Leaseback Transaction, or the approval of this Agreement;

(10)

Owner shall deliver executed copies of the Recognition Agreement and the Lease in the form approved by the City Parties, which approved

forms shall expressly state that their terms, and the rights of the parties thereunder, are subject to the terms of this Agreement;

(11)

Owner shall deliver executed copies of the Amended and Restated Ground Lease Agreement and Amended and Restated Operations Sublease Agreement;

(12)

Owner shall deliver to the City Parties evidence reasonably satisfactory to City Parties demonstrating that all revenues derived from

operations at the Complex Site are, or will be, transferred to Sunset Operations at McKinney, LLC pursuant to one or more written agreements;

and

(13)

Owner shall be in compliance with the terms of this Agreement, including, without limitation, Section 21.8.

Upon

closing of the Land Sale: (1) MEDC shall retain the $10,000,000.00 received under Section 3.3.2, subject to Owner’s reimbursement

obligation as set forth in the Agreement; and (2) notwithstanding anything in Section 3.3.2 to the contrary, MEDC’s obligations

under Section 3.3.2 to (a) invest the $10,000,000.00 and (b) pay Accrued Interest to Owner shall immediately terminate and be

of no further force or effect, and MEDC shall thereupon have the unconditional right to use, expend, or otherwise apply the $10,000,000.00

in any lawful manner, in MEDC’s sole and absolute discretion. For the avoidance of doubt, Owner’s obligation to repay to

MEDC all Accrued Interest paid to Owner through a temporary adjustment to the Ticket Fee shall remain in full force and effect.

(c)

The City Parties further agree as follows with respect to the Sale-Leaseback Transaction:

(1)

The City Parties consent to the Sale-Leaseback Transaction;

(2)

The Sale-Leaseback Transaction does not, in and of itself and without regard to any subsequent default or breach thereunder, constitute

an Event of Default or an Owner Default under this Agreement or any document executed or delivered in connection herewith. For the avoidance

of doubt, nothing in this clause (2) limits or waives the City Parties’ rights under Section 23.2.1 with respect to any

default of Owner or Sunset Ground at McKinney, LLC under the Sale-Leaseback Transaction;

(3)

The Sale-Leaseback Transaction does not, in and of itself, impair Owner’s rights to receive incentives pursuant to this Agreement;

(4)

The Sale-Leaseback Transaction does not, in and of itself, impair Owner’s obligation to maintain control of the Complex Site, the

Project Improvements, and the Property generally pursuant to this Section 21.1;

(5)

Owner’s obligation to provide parking for the Complex pursuant to this Agreement remains satisfied through the Sale-Leaseback Transaction;

and

(6)

The City Parties consent to Owner’s assignment of the Project Construction Contract to STORE Capital; provided, however, that such

consent is expressly conditioned upon and subject to the restrictions, limitations, and conditions set forth in Section 5(h) of the Recognition

Agreement, including without limitation (i) the prohibition on STORE Capital exercising certain rights as set forth in Section 5(h) of

the Recognition Agreement under the Project Construction Contract or any General Contract Assignment prior to a written Construction

Election, (ii) the allocation of Pre-Election Construction Costs to the applicable Venu Parties, and (iii) the preservation of all City

Party rights and remedies thereunder.

(d)

Notwithstanding anything to the contrary in this Agreement, unless STORE Capital expressly assumes such obligations in writing, STORE

Capital, solely in its capacity as owner of the Ground Estate pursuant to the Land Sale, shall not be obligated to perform, or to cause

to be performed, any obligation of Owner to complete, maintain, or operate the Project Improvements as set forth in this Agreement. This

limitation shall not (i) relieve STORE Capital of any obligation applicable to STORE Capital as owner of the Ground Estate pursuant to

the Land Sale under this Agreement to the extent expressly provided in the Recognition Agreement, or (ii) limit or affect the obligations

of Venu Holding Corporation or Sunset Ground at McKinney, LLC with respect to the completion, maintenance, or operation of the Project

Improvements under this Agreement.

21.2

Costs. In connection with any request for City’s Approval under this Article XXI, and as a condition to City’s

obligation to deliver its Approval, Owner shall pay to City all reasonable third-party costs and expenses incurred by City in reviewing

Owner’s request for Approval, whether or not City grants such Approval.

21.3

No Waiver of Rights by City Parties. The Approval of City of any proposed Transfer shall not be a waiver of any right to object

to further or future proposed Transfers, and the Approval of City of each such successive proposed Transfer must be first obtained in

writing from City. No such Transfer shall alter or impair the obligations hereunder of Owner or any other person constituting Owner or

holding any interest hereunder before any such Transfer.

21.4

Conditions to Effectiveness of Any Transfer. Any proposed Transfer to which City’s Approval is required by this Article

XXI shall be void and shall confer no right upon the proposed transferee with respect to this Agreement unless and until (a) such

Approval of City is obtained, (b) the transferee of Owner shall have assumed in writing each and every one of the terms, covenants and

provisions of Owner contained in this Agreement with respect to the period from and after the Transfer, by an instrument delivered to

City, and (c) any then-existing default by Owner under this Agreement is fully cured (it being expressly acknowledged that City may condition

its Approval of any Transfer on the cure of any and all such defaults existing at the time of such proposed Transfer). Any such Transfer

in which City has given its Approval shall not constitute a release of any liability, existing or future, under this Agreement unless

such Approval specifically includes an express written release by City, which release City has no obligation to provide. Subject to the

provisions of this Article XXI, this Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective

heirs, personal representatives, successors and assigns in interest hereunder.

21.5

Use Agreements. Nothing contained in this Agreement shall prevent or restrict Owner from leasing portions of the Project Improvements

under Use Agreements, in accordance with the terms of this Agreement and without City’s Approval, provided that each such

Use Agreement (a) shall be subject and subordinate to this Agreement and any Mortgage and to the rights of City hereunder and the rights

of any Mortgagee thereunder, and shall expressly so state, and (b) shall be operated at the Operating Standard. Owner shall at all times

remain liable for the performance of all of the covenants and agreements under this Agreement on Owner’s part to be so performed.

21.6

Transfers by City Parties. Except with respect to a City Party Transfer to the other City Parties or a City Controlled Entity

that is capable of performing and complying with all obligations of City Parties hereunder, the City Parties shall not effect a City

Party Transfer of their interest in this Agreement at any time or from time to time to any Person (a “City Party Transferee”),

without the prior Approval of Owner, such Approval not to be unreasonably withheld. For purposes of this Section 21.6, a “City

Party Transfer” shall mean any assignment or other transfer by a City Party of this Agreement or any part thereof or interest

therein by a City Party. City Parties shall promptly give Notice to Owner advising Owner of the name of any City Party Transferee. Any

security given by Owner to secure performance of Owner’s obligations under this Agreement shall be transferred by City Parties

to the successor in interest of City Parties, and City Parties shall thereby be discharged of any further obligation relating thereto.

21.7

No Release.

21.7.1

Owner. Notwithstanding any Transfer, Owner shall remain fully responsible and liable for compliance with all of Owner’s

other obligations under this Agreement for periods prior to such Transfer.

21.7.2

City Party. No City Party Transfer shall relieve such City Party from any of its obligations under this Agreement for periods

prior to such City Party Transfer, except that City Party shall be relieved from any obligations under this Agreement relating to periods

on and after the date of the City Party Transfer in question if, and only if (a) Owner Approves such City Party Transfer or (b) Owner’s

Approval to such City Party Transfer is not required pursuant to the terms of Section 21.6.

21.8

General Provisions. Owner shall, in connection with any assignment, conveyance, or lease, upon the written request of City,

provide Notice to City of the name, legal composition and address of any assignee or grantee. In addition, upon the written request of

City, Owner shall provide City with a description of the nature of the assignee’s or grantee’s business to be carried on

in the Complex Site. In no event, however, shall Owner be required to provide City with a copy of any assignment agreement, deed, or

lease. Each such lease (including each Capital Lease) shall expressly provide that the rights and obligations thereunder are subject

to the terms of this Agreement.

Article

XXII.

REPRESENTATIONS,

WARRANTIES AND COVENANTS

22.1

Owner’s Representations and Warranties. As an inducement to City Parties to enter into this Agreement, Owner represents

and warrants to City Parties as of the Execution Date as follows (except that the representations and warranties set forth in Sections

22.1(a) through 22.1(g) are also made as of the Effective Date):

(a)

Organization. Owner is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado.

The business which Owner carries on and which it proposes to carry on may be conducted by Owner. Owner is duly authorized to conduct

business as a corporation in the State of Texas and each other jurisdiction in which the nature of its properties or its activities requires

such authorization.

(b)

Authority. The execution, delivery and performance of this Agreement by Owner are within Owner’s powers, and have been duly

authorized by all necessary action of Owner.

(c)

No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of any of the transactions herein or therein

contemplated nor compliance with the terms and provisions hereof or thereof shall contravene the organizational documents of Owner nor

any Applicable Law to which Owner is subject or any judgment, decree, license, order or permit applicable to Owner, or shall conflict

or be inconsistent with, or shall result in any breach of any of the terms of the covenants, conditions or provisions of, or constitute

a default under, or result in the creation or imposition of a lien upon any of the property or assets of Owner pursuant to the terms

of, any indenture, mortgage, deed of trust, agreement or other instrument (other than this Agreement) to which Owner is a party or by

which Owner is bound, or to which Owner is subject.

(d)

No Consent. Except as set forth in Schedule 23.1(d), no consent, authorization, approval, order or other action by, and

no Notice to or filing with, any court or Governmental Authority or regulatory body or third party is required for the execution, delivery

and performance by Owner of this Agreement.

(e)

Valid and Binding Obligation. This Agreement is the legal, valid and binding obligation of Owner, enforceable against Owner in

accordance with its terms, except as limited by applicable relief, liquidation, conservatorship, bankruptcy, moratorium, rearrangement,

insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, as in effect from time to time.

(f)

No Pending Litigation. There is no action, proceeding, or inquiry, at law or in equity, before any court, arbitrator, governmental

or other board or official, pending or, to the knowledge of Owner, threatened against or affecting Owner, which the management of Owner

in good faith believes that the outcome of which would (a) materially and adversely affect the validity or enforceability of, or the

authority or ability of Owner under, this Agreement to perform its obligations under this Agreement, or (b) have a material and adverse

effect on the consolidated financial condition or results of operations of Owner or on the ability of Owner to conduct its business as

presently conducted or as proposed or contemplated to be conducted (including the operation of the Improvements).

(g)

No Material Environmental Event. Owner has conducted its own due diligence and determined that no Environmental Event has occurred

or is existing at the Complex Site that would prevent Owner from performing its obligations under this Agreement.

(h)

No Default. As of the Execution Date, (i) Owner is not in default under the Prior Agreement, and no condition, event, or circumstance

exists that, with the giving of notice, the passage of time, or both, would constitute or give rise to an Event of Default or an Owner

Default under this Agreement; (ii) Owner has no knowledge of any claim, dispute, or allegation by any third party that would reasonably

be expected to result in an Event of Default or Owner Default under this Agreement; and (iii) Owner has performed, or caused to be performed,

all obligations required to be performed by Owner under the Prior Agreement that were required to be performed prior to the Execution

Date.

22.2

Owner Covenants.

(a)

Stormwater detention requirements shall be in accordance with City Codes.

(b)

If wetlands or other critical environmental features are determined to exist on the Complex Site, Owner shall design the Complex and

other elements in a manner consistent with federal, state, and local law.

(c)

Renderings and depictions of the Complex shall not be advertised or released to the public without the mutual consent of the Parties.

(d)

Owner shall provide to City the Project Construction Contract Bond or the Project Contractor Parent Guarantee in accordance with Section

9.4.4 hereof in a form and an amount and for a term reasonably acceptable to City.

(e)

Owner shall provide the City Parties with a copy of any non-disclosure agreement between Owner and Operator.

(f)

Owner shall use good faith and commercially-reasonable efforts, including the expenditure of reasonable sums, to obtain all Governmental

Authorizations in a timely manner and otherwise in accordance with the terms hereof.

(g)

Owner shall apply all funds held pursuant to the Construction Escrow Agreement exclusively for the payment of Project Costs, in each

case in accordance with the terms and conditions of the Construction Escrow Agreement.

22.3

City Parties’ Representations and Warranties.

an inducement to Owner to enter into this Agreement, City represents and warrants to Owner that notwithstanding anything herein to the

contrary and as of the Execution Date:

(a)

Organization. City is a Texas home rule municipal corporation duly formed and validly existing under the laws of the State of

Texas with all necessary power and authority to enter into this Agreement and to consummate the transactions herein contemplated. MEDC

is non-profit corporation duly formed and validly existing under the laws of the State of Texas with all necessary power and authority

to enter into this Agreement and to consummate the transactions herein contemplated. MCDC is non-profit corporation duly formed and validly

existing under the laws of the State of Texas with all necessary power and authority to enter into this Agreement and to consummate the

transactions herein contemplated.

(b)

Authority. The execution, delivery and performance of this Agreement by City Parties is within City Parties’ powers, respectively,

and have been duly authorized by all necessary action of City Parties.

(c)

No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of any of the transactions herein or therein

contemplated nor compliance with the terms and provisions hereof or thereof shall contravene any Applicable Law to which City Parties

are subject or any judgment, decree, license, order or permit applicable to City Parties.

(d)

No Consent. Except as otherwise set forth herein, upon the execution of this Agreement by City Parties, City Parties shall have

caused all governmental proceedings required to be taken by or on behalf of City Parties to authorize City Parties to make and deliver

this Agreement and to perform the covenants, obligations and agreements of City Parties hereunder.

(e)

Valid and Binding Obligation. This Agreement is the legal, valid and binding obligation of City Parties, enforceable against City

Parties in accordance with its terms, except as limited by applicable relief, liquidation, conservatorship, bankruptcy, moratorium, rearrangement,

insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, as in effect from time to time.

(f)

No Pending Litigation, Investigation or Inquiry. There is no action, proceeding, inquiry or investigation, at law or in equity,

before any court, arbitrator, governmental or other board or official, pending or, to the knowledge of City Parties, threatened against

or affecting City Parties, which City Parties in good faith believe that the outcome of which would (a) materially and adversely affect

the validity or enforceability of, or the authority or ability of City Parties under, this Agreement to perform their obligations under

this Agreement, or (b) have a material and adverse effect on the consolidated financial condition or results of operations of City Parties

or on the ability of City Parties to conduct its business as presently conducted or as proposed or contemplated to be conducted.

22.4

City Parties’ Covenants.

(a)

Owner acknowledges that the City Parties cannot preclude the possibility that it may assist in a similar manner to this Agreement with

the developing and providing incentives to venues specifically designed for sports, entertainment or other purposes related to the events

of the type provided by the Complex.

(b)

The City Parties shall recognize and refer to the Complex by its official designated name and shall (and shall work with other applicable

Governmental Authorities to) provide the primary naming rights partner and other sponsors with the inclusion of the names of the Project

Improvements and Additional Improvements on directional signage and highway signage.

(c)

Except for the Ticket Fee and a public improvement district (“PID”) assessment, if the City receives PID consent

from the Owner, the City shall not impose on all or any portion of the Improvements or Owner or the Land any targeted or special taxes,

fees or assessments, including special district taxes, fees, charges or assessments, unless such taxes, fees or assessments have been

mutually agreed upon by the Parties. The foregoing covenant shall not prohibit the City from exercising its Governmental Functions or

from imposing taxes, fees, charges or assessments, including special district taxes, fees, or assessments that are generally applicable

within the City so long as such taxes, fees or assessments are not targeted or otherwise designed to primarily impact the Complex Site,

it being understood that if any such generally applicable tax is levied, Owner may request that the City discuss in good faith (and the

City in such case shall discuss in good faith) modifications to the terms of this Agreement in order to account for the economic impact

that such taxes have on Owner. For the avoidance of doubt, the TIRZ, and revenues from the TIRZ, shall not constitute a tax, fee, or

assessment prohibited by this Section 22.4.

(d)

The Parties acknowledge and agree that Owner satisfied all conditions precedent to the sale of the Land, including Owner’s payment

of the Purchase Price, and the MEDC executed and delivered to Owner at closing a special warranty deed and such other customary closing

documents as were reasonably required by Owner’s title or escrow agent to vest in Owner fee simple title to the Land, insurable

subject only to the Permitted Exceptions, the restrictive covenant regarding multi-family residential uses, the rights and reservations

of the MEDC under this Agreement, and the Deed of Trust and first-priority lien on the Land set forth in Section 3.3.2.

(e)

City Parties affirm their consent to all renderings and depictions of the Complex advertised or released to the public and delivered

by Owner to a City Party prior to the execution of this Agreement.

Except

as otherwise expressly set forth herein, nothing in this Agreement shall be deemed to impose on City Parties any liability on account

of any act or failure to act by any person other than City Parties (or, where expressly so provided herein, City Parties’ agents

and employees).

Article

XXIII.

DEFAULTS

AND REMEDIES

23.1

Events of Default.

23.1.1

Owner Default. The occurrence of any of the following shall be an “Event of Default” by Owner or

an “Owner Default” (and, for purposes of Sections 23.1.1(e), (f), and (g), the terms “Owner” and

“Owner Default” shall specifically include Sunset Ground at McKinney, LLC). Notwithstanding anything to the contrary in this

Agreement, no default by Owner, Sunset Ground at McKinney, LLC, or Venu Presents, LLC under any Cross-Default Document shall constitute

an Event of Default or Owner Default under this Agreement unless and until such default remains uncured following the expiration of all

applicable notice and cure periods expressly provided to such parties (but not to any other party) under the applicable Cross-Default

Document; provided, however, that in no event shall the foregoing operate to defer the occurrence of an Owner Default under this Agreement

beyond the date that is one hundred eighty (180) days after the date on which the underlying default first occurred under the applicable

Cross-Default Document. The foregoing one hundred eighty (180) day outside cure date shall not shorten, limit, or override the Guarantor

Cure Period.

(a)

Unless Owner terminates this Agreement in accordance with Section 3.3.2, the failure of Owner to acquire the Land from the MEDC

and pay the Purchase Price pursuant to and in accordance with Article III;

(b)

The failure of Owner to enter into a fully executed Operator Agreement by September 15, 2025;

(c)

The failure of Owner to obtain a TCO within thirty-six (36) months from the date of Entitlement;

(d)

The failure of Owner to obtain a CO within forty-two (42) months from the date of Entitlement;

(e)

The failure of Owner to keep, observe or perform any of the terms, covenants, or agreements contained in this Agreement, the Deed of

Trust, or the Development Documents on Owner’s part to be kept, performed or observed (other than those referred to in clauses

(a)-(d) above and (f) below) if: (1) such failure is not remedied by Owner (a) in the case of a monetary default, within ten (10) days

after Notice from a City Party to Owner of such default and (b) in the case of a non-monetary default, thirty (30) days after Notice

from a City Party to Owner of such default, or (2) in the case of any such default that cannot with due diligence and good faith be cured

within ten (10) days (with respect to a monetary default) or thirty (30) days with respect to a non-monetary default, Owner fails to

commence to cure such default within ten (10) or thirty (30) days, as applicable, after Notice from a City Party to Owner of such default,

or Owner fails to prosecute diligently the cure of such default to completion within such additional period as may be reasonably required

to cure such default with diligence and in good faith; it being intended that, in connection with any such default which is not susceptible

of being cured with due diligence and in good faith within such ten (10) or thirty (30) day time period, as applicable, but is otherwise

reasonably susceptible of cure, the time within which Owner is required to cure such default shall be extended for such additional period

as may be necessary for the curing thereof with due diligence and in good faith; provided, however, that if such default is not

cured within one hundred eighty (180) days after Notice from a City Party of such default (notwithstanding Owner’s diligent prosecution

of curative efforts), then such failure shall constitute an Event of Default under this Agreement;

(f)

The (1) filing by Owner of a voluntary petition in bankruptcy; (2) adjudication of Owner as bankrupt; (3) approval as properly filed

by a court of competent jurisdiction of any petition or other pleading in any action seeking reorganization, rearrangement, adjustment

or composition of, or in respect of Owner under the United States Bankruptcy Code or any other similar state or federal law dealing with

creditors’ rights generally; (4) Owner’s assets are levied upon by virtue of a writ of court of competent jurisdiction; (5)

insolvency of Owner; (6) assignment by Owner of all or substantially all of its assets for the benefit of creditors; (7) initiation of

procedures for involuntary dissolution of Owner, unless within ninety (90) days after such filing, Owner causes such filing to be stayed

or discharged; (8) Owner ceases to do business in any manner; or (9) appointment of a receiver, trustee or other similar official for

Owner, or Owner’s property, unless within ninety (90) days after such appointment, Owner causes such appointment to be stayed or

discharged;

(g)

The default of Owner or Operator under the terms of an Operator Agreement wherein such agreement is by and between the Owner and a wholly-owned

subsidiary of the Owner, which default remains uncured beyond any applicable notice and cure period; or

(h)

The default by (i) Owner, (ii) Sunset Ground at McKinney, LLC, or (iii) Venu Presents, LLC under the Lease or any lease, contract, or

other document that Owner enters into that satisfies, in whole or in part, or otherwise relates to Owner’s obligation under Section

21.1 to maintain “control” of the Complex Site, the Project Improvements, the Property generally, or Sunset Ground at

McKinney, LLC, in each case under any such agreement, deed of trust, lease, contract, or document.

23.1.2

City Party Default. The occurrence of the following shall be an “Event of Default” by a City Party

or a “City Party Default”:

(a)

the failure of City Party to pay any of its monetary obligations to Owner under this Agreement when due and payable if such failure continues

for twenty (20) Business Days after Owner gives notice to such City Party that such amount was not paid when due;

(b)

the failure of City Party to perform or observe any of the other obligations, covenants or agreements to be performed or observed by

such City Party under this Agreement within thirty (30) days after notice from Owner of such failure; provided, however, that

if such performance or observance cannot reasonably be accomplished within such thirty (30) calendar day period, then no Event of Default

shall occur unless City Party fails to commence such performance or observance within such thirty (30) calendar day period and fails

to diligently prosecute such performance or observance to conclusion thereafter; provided further, however, that if such

performance or observance has not been accomplished within one hundred eighty (180) days after notice from Owner to City Party of such

failure (notwithstanding City Party’s diligent prosecution of its curative efforts), then such failure shall constitute an Event

of Default hereunder;

(c)

the material breach of any representation or warranty made in this Agreement by City Party and such breach is not remedied within thirty

(30) days after Owner gives notice to City Party of such breach; or

(d)

the (1) filing by a City Party of a voluntary petition in bankruptcy; (2) adjudication of a City Party as a bankrupt; (3) approval as

properly filed by a court of competent jurisdiction of any petition or other pleading in any action seeking reorganization, rearrangement,

adjustment or composition of, or in respect of a City Party under the United States Bankruptcy Code or any other similar state or federal

law dealing with creditors’ rights generally; (4) a City Party’s assets are levied upon by virtue of a writ of court of competent

jurisdiction; (5) insolvency of a City Party; (6) assignment by a City Party of all or substantially of its assets for the benefit of

creditors; (7) initiation of procedures for involuntary dissolution of a City Party, unless within ninety (90) days after such filing,

such City Party causes such filing to be stayed or discharged; (8) City Party ceases to do business in any manner other than as a result

of an internal reorganization and the respective obligations of such City Party are properly transferred to a successor entity; and (9)

appointment of a receiver, trustee or other similar official for a City Party, or a City Party’s property, unless within ninety

(90) days after such appointment, such City Party causes such appointment to be stayed or discharged.

23.1.3

Guarantor Cure Right.

(a)

Right to Cure. Notwithstanding anything to the contrary in this Agreement or any Development Document, upon the first occurrence

of an Owner Default following the Execution Date, J.W. Roth and Kevin O’Neil (each, a “DA Guarantor” and collectively,

the “DA Guarantors”), acting jointly or either of them acting alone, shall have a one-time right, but not the obligation,

to invoke a Guarantor Cure Period (as defined herein) by delivering written notice of such election to each of the City Parties (the

“Guarantor Election Notice”) within three (3) Business Days after the later of (x) the DA Guarantor’s receipt

of the City Parties’ written notice of such Owner Default, if such Owner Default is an immediate default with no cure period under

the applicable Development Document, or (y) the expiration of all applicable notice and cure periods expressly provided under the applicable

Development Document with respect to such Owner Default without cure of such Owner Default (the “Election Deadline”).

Upon timely delivery of the Guarantor Election Notice, DA Guarantors shall have sixty (60) days from the date of the Guarantor Election

Notice (the “Guarantor Cure Period”), to cure such Owner Default. If DA Guarantors fail to deliver the Guarantor Election

Notice on or before the Election Deadline, the right granted under this Section 23.1.3 shall be deemed irrevocably waived and

forfeited with respect to such Owner Default, and the City Parties may immediately exercise all rights and remedies available under this

Agreement, the Development Documents, and applicable law without further notice or waiting period. For the avoidance of doubt, except

as expressly provided in the Recognition Agreement and the Lease following any failure to satisfy the applicable monetary or insurance

conditions set forth therein, STORE may not elect to discontinue its forbearance under the Recognition Agreement or the Lease during

the Guarantor Cure Period.

(b)

Non-Waiver. Notwithstanding anything herein to the contrary, the existence of the Guarantor Cure Period, the delivery or receipt

of any Guarantor Election Notice, and/or the City Parties’ participation in the Guarantor Cure Period, shall not constitute and

shall not be construed as (i) a waiver, release, satisfaction, cure, modification, or estoppel with respect to any Owner Default or Trigger

Event (as defined in the Recognition Agreement), (ii) an election of remedies, (iii) an agreement or obligation by the City Parties to

accept any transfer, assumption, or restructuring, (iv) a suspension, modification, or impairment of any City right or remedy under this

Agreement, any Development Document, or applicable law, or (v) a course of dealing or course of performance that could be asserted to

limit, modify, or preclude any City Party right or remedy. No implied waiver shall arise from any City Party’s participation in

the Guarantor Cure Period, failure to exercise remedies during the Guarantor Cure Period, or acceptance of a Guarantor Election Notice.

(c)

Reservation of Rights. Subject to the City Parties’ temporary cessation of their pursuit of remedies during the Guarantor

Cure Period, the City Parties and MEDC expressly reserve and retain all rights and remedies against the Venu Parties (as defined in the

Recognition Agreement), DA Guarantors, and all other parties under the Development Documents and applicable law, including without limitation

the rights to foreclose the Deed of Trust, exercise the rights under the Lease Assignment in Lieu, collect Assigned Rents (as defined

in the Recognition Agreement) directly, draw upon the Construction Escrow (as defined in the Construction Escrow Agreement), appoint

a receiver, and exercise all step-in and operator-selection rights, and no such right or remedy is impaired by the existence, invocation,

or pendency of the Guarantor Cure Period or any Guarantor Election Notice.

(d)

Effect of Cure. Upon timely satisfaction of the Owner Default, the applicable Owner Default shall be deemed cured for all purposes

of this Agreement, the Development Documents and the Recognition Agreement, and no Trigger Event (as defined in the Recognition Agreement)

shall be deemed to have occurred with respect thereto.

(e)

One-Time Right. The right granted in this Section 23.1.3 may be exercised only once during the Term and shall be deemed

exhausted upon (i) the expiration of the Election Deadline without timely delivery of a Guarantor Election Notice, or (ii) the expiration

of the Guarantor Cure Period without such Owner Default being satisfied. Following exhaustion, no Guarantor Cure Period shall apply to

any subsequent Owner Default, whether or not of the same or similar nature, and the City Parties’ rights and remedies with respect

thereto shall be governed by this Agreement and the Recognition Agreement without regard to this Section 23.1.3.

23.2

Remedies. Subject to the provisions of this Article XXIII:

23.2.1

City Parties’ Remedies.

Subject

to this Article XXIII, upon the occurrence of an Owner Default, a City Party may, in its sole discretion, pursue the following

remedies after delivery of Notice to Owner:

(a)

In the event of an Owner Default pursuant to Section 23.1.1(a):

(i)

City Parties may terminate this Agreement by providing written Notice to Owner; and

(ii)

Owner shall pay the City Parties Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00);

(b)

In the event of an Owner Default pursuant to Section 23.1.1(b), Owner shall not be entitled to receive any City Party contribution

or incentive set forth in Section 9.8;

(c)

In the event of an Owner Default pursuant to Section 23.1.1(c), Owner shall not be entitled to receive any City Party contribution

or incentive set forth in Section 9.8 other than reimbursement of the Purchase Price as set forth in Section 9.8.4(c);

provided, however, that such reimbursement shall be reduced by liquidated damages in the amount of $5,000 per day, which damages shall

accrue until Owner has obtained a TCO;

(d)

In the event of an Owner Default pursuant to Section 23.1.1(d), Owner shall not be entitled to receive any City Party contribution

or incentive set forth in Section 9.8 other than the reimbursement of the Purchase Price as set forth in Section 9.8.4(c),

until Owner has obtained a CO, and Owner shall pay liquidated damages in the amount of $5,000 per day in the form of a reduction to,

at the City Parties’ option, one or more of the contributions and/or incentives provided in Section 9.8, including specifically,

but not limited to, reimbursement of the Purchase Price as set forth in Section 9.8.4(c), which damages shall accrue until Owner

has obtained a CO;

(e)

In the event of any Owner Default set forth in Section 23.1.1(e), Section 23.1.1(g), or Section 23.1.1(h):

(i)

Owner shall pay liquidated damages in the amount of $5,000 per day in the form of a reduction to, at the City Parties’ option,

one or more of the contributions and/or incentives provided in Section 9.8, which damages shall accrue from the date a City Party

has provided Owner with a Notice of Owner Default until Owner has cured such Owner Default; and

(ii)

City Parties may exercise any remedies provided by this Agreement, the Deed of Trust, the Development Documents, or applicable law.

Notwithstanding

the foregoing, if any Owner Default under Section 23.1.1(e), Section 23.1.1(g), or Section 23.1.1(h) is not cured

within 180 days after the earlier of (i) the City Party’s Notice thereof or (ii) the date on which any of Owner, Sunset Ground

at McKinney, LLC, or Venu Presents, LLC first had actual knowledge of, was given notice of, or otherwise became aware of such default

(which 180-day period runs concurrently with, and does not commence upon the expiration of, any cure period under Section 23.1.1(e) or

the applicable Cross-Default Document), Owner shall thereafter not be entitled to receive any City Party contribution or incentive set

forth in Section 9.8, including specifically, but not limited to, reimbursement of the Purchase Price as set forth in Section

9.8.4(c). If, upon a City Party’s Notice to Owner of an Owner Default pursuant to Section 23.1.1(e), Section 23.1.1(g),

or Section 23.1.1(h), the Owner has a reasonable, good-faith basis to assert, and does assert, such Owner Default has not occurred,

the Parties shall resolve such disagreement pursuant to Section 11.5.1; and

(f)

In the event of an Owner Default pursuant to Section 23.1.1(f), City Parties may terminate this Agreement by providing written

Notice to Owner and Owner shall not be entitled to receive any additional City Party contributions or incentives set forth in Section

9.8, including specifically, but not limited to, reimbursement of the Purchase Price as set forth in Section 9.8.4(c). If

an Owner Default pursuant to Section 23.1.1(f) occurs after Owner has purchased the Land from MEDC but prior to the time MEDC

has reimbursed Owner pursuant to Section 9.8.4(c), MEDC shall retain the Purchase Price, including any amount of the Purchase

Price already paid to MEDC, and may exercise any remedies provided by the Deed of Trust, Development Documents, or applicable law.

expiration or termination of this Agreement, or summary dispossession proceedings, abandonment, bankruptcy, re-entry by a City Party

or vacancy, shall relieve Owner of any of its liabilities and obligations under this Agreement that arose during the Term, and Owner

shall remain liable to City Parties for all damages resulting from any Event of Default, including but not limited to any damage (including

any payments made by City, MEDC and/or MCDC under Section 3.3.2 or Section 9.8 on or after the Effective Date) resulting

from the breach by Owner of any of its obligations under this Agreement, including any obligation to pay any sums which Owner is obligated

to pay hereunder. If an Event of Default exists, Owner shall, immediately on its receipt of a written demand therefor from a City Party,

reimburse such City Party for (a) all reasonable expenses (including but not limited to any and all reasonable costs, management expenses,

operating expenses, legal expenses and reasonable attorneys’ fees) incurred by a City Party (i) in curing or seeking to cure any

Event of Default and/or (ii) in exercising or seeking to exercise any of a City Party’s rights and remedies under this Agreement

and/or at law or in equity on account of any Event of Default, plus (b) interest on all such expenses, at the lesser of the prime rate

(as reported by the Wall Street Journal’s bank survey) plus 3% or the highest rate then permitted on account thereof by applicable

law, all of which expenses shall be payable by Owner immediately on demand therefor by a City Party.

23.2.2

Owner’s Remedies. Subject to this Article XXIII, upon the occurrence of any City Party Default beyond the expiration

of any applicable notice and cure periods, Owner may, at its sole discretion, have the option to pursue any one or more of the following

remedies without any Notice or demand whatsoever, other than any Notice expressly provided in this Agreement:

(a)

Owner may terminate this Agreement for a City Party Default under Section 25.2; and

(b)

Owner may exercise any and all other remedies available to Owner at law or in equity; provided

that notwithstanding the foregoing or anything else herein to the contrary, Owner’s rights under this Section 23.2 shall

be subject to the waiver and release contained in Section 17.3.

23.2.3

Right to Terminate. Without limitation of the other termination rights expressly provided to the applicable parties hereunder,

there shall be no right to terminate upon the occurrence of either an Owner Default set forth in Sections 23.1.1(b)-(e), or a

City Party Default except as set forth in Section 23.2.2(a).

23.2.4

Cumulative Remedies. Subject to the provisions of this Article XXIII, each right or remedy of City Parties and Owner

provided for in this Agreement shall be cumulative of and shall be in addition to every other right or remedy of City Parties or Owner

provided for in this Agreement, and the exercise or the beginning of the exercise by City Parties or Owner of any one or more of the

rights or remedies provided for in this Agreement shall not preclude the simultaneous or later exercise by City Parties or Owner of any

or all other rights or remedies provided for in this Agreement or hereafter existing at law or in equity, by statute or otherwise.

23.3

Right to Injunction. In addition to the remedies set forth in this Article XXIII, the Parties shall be entitled to

seek injunctive relief prohibiting (rather than mandating) action by the other Party in connection with an Event of Default and to seek

declaratory relief with respect to any matter under this Agreement for which such remedy is available hereunder, at law or in equity.

23.4

No Waivers.

23.4.1

General. No failure or delay of any Party, in any one or more instances (i) in exercising any power, right or remedy under

this Agreement or (ii) in insisting upon the strict performance by the other Party of such other Party’s covenants, obligations

or agreements under this Agreement, shall operate as a waiver, discharge or invalidation thereof, nor shall any single or partial exercise

of any such right, power or remedy or insistence on strict performance, or any abandonment or discontinuance of steps to enforce such

a right, power or remedy or to enforce strict performance, preclude any other or future exercise thereof or insistence thereupon or the

exercise of any other right, power or remedy. The covenants, obligations, and agreements of a defaulting Party and the rights and remedies

of the other Party upon a default shall continue and remain in full force and effect with respect to any subsequent breach, act or omission.

23.4.2

No Accord and Satisfaction. Without limiting the generality of Section 23.1.1 above, no acceptance by a City Party

or Owner of a lesser sum than then due shall be deemed to be other than on account of the earliest installment of the amounts due under

this Agreement, nor shall any endorsement or statement on any check, or any letter accompanying any check, wire transfer or other payment,

be deemed an accord and satisfaction. City Parties and Owner may accept a check, wire transfer or other payment without prejudice to

its right to recover the balance of such installment or pursue any other remedy provided in this Agreement.

23.4.3

No Waiver of Termination Notice. Without limiting the effect of Section 23.1.1 above, the receipt by a City Party of

any sums paid by Owner after the termination in any manner of the Term, or after the giving by a City Party of any Notice hereunder to

effect such termination, shall not, except as otherwise expressly set forth in this Agreement, reinstate, continue or extend the Term,

or destroy, or in any manner impair the efficacy of, any such Notice of termination as may have been given hereunder by a City Party

to Owner prior to the receipt of any such sums paid or other consideration, unless so agreed to in writing and executed by a City Party.

23.5

Effect of Termination. If City Parties or Owner elect to terminate this Agreement, as provided herein (whether such termination

occurs pursuant to this Article XXIII or any other provision hereof), this Agreement shall, on the effective date of such termination,

terminate with respect to all future rights and obligations of performance hereunder by the Parties (except for the rights and obligations

herein that expressly are to survive termination hereof). Termination of this Agreement shall not alter the then existing Claims, if

any, of either Party for breaches of this Agreement occurring prior to such termination and the obligations of the Parties hereto with

respect thereto shall survive termination.

23.6

Security Agreement. (a) Concurrently with the execution and delivery of this Agreement, Sunset Operations at McKinney, LLC,

a Colorado limited liability company (the “Pledgor”), shall execute and deliver to the City Parties a security

agreement in the form attached hereto as Exhibit U (as the same may be amended, restated, supplemented, or otherwise modified

from time to time in accordance with its terms, the “Security Agreement”), pursuant to which the Pledgor shall

grant to the City Parties a security interest in and lien upon all of Pledgor’s right, title, and interest in and to the Collateral,

in accordance with and subject to the terms of the Security Agreement. The Security Agreement is hereby incorporated into this Agreement

by reference and made a part hereof. Owner hereby agrees to cause all revenues derived from operations at the Complex Site to be transferred

to Pledgor pursuant to one or more written agreements.

Article

XXIV.

MORTGAGES

24.1

Owner’s Right to Grant Liens .

24.1.1

Owner’s Right to Mortgage or Pledge. Owner shall have the unrestricted right, at any time and from time to time, with

Notice to City Parties, during the Term, to grant one or more Mortgages as security for Permitted Project Financing made by a Permitted

Project Financing Holder.

24.1.2

No Subordination by City Parties. Neither this Article XXIV nor any other provision of this Agreement requires, or

shall be construed to require, City Parties to subordinate City Parties’ interest in this Agreement to a Mortgagee.

Article

XXV.

GENERAL

PROVISIONS

25.1

No Broker’s Fees or Commissions. Each Party hereto hereby represents to the other Party hereto that such Party has not

created any liability for any broker’s fee, broker’s or agent’s commission, finder’s fee or other fee or commission

in connection with this Agreement.

25.2

Non-Appropriation. Notwithstanding any other provision in this Agreement, the Parties agree that (a) the provisions of this

Section 25.2 shall prevail over any other provisions of this Agreement and (b) the obligation of City Parties to pay any money

under any provision of this Agreement is contingent upon an Appropriation by City Parties in the amount of such payment or other monetary

obligation. Neither City Parties nor their elected officials, attorneys or other individuals acting on behalf of City Parties, make any

representation or warranty as to whether any appropriation shall, from time to time during the Term of this Agreement, be approved by

the Controlling Body of such City Party. Notwithstanding anything in this Agreement to the contrary, the failure of City Parties to make

an Appropriation shall not cause City Parties to be in default under the terms of this Agreement, there being no obligation imposed by

law requiring the same; provided, however, in the event of a Non-Appropriation by City Parties related to an undisputed monetary

obligation of City Parties under this Agreement, Owner, as its sole and exclusive remedy as a result thereof, may terminate this Agreement

pursuant to Article XXIII.

25.3

Employment of Consultants. City Parties shall have the right, at their sole cost and expense unless otherwise expressly provided

herein, to employ such consultants as such City Party may deem necessary to assist in the review of any and all plans, specifications,

reports, agreements, applications, bonds, statements and other documents and information to be supplied to City Parties by Owner under

this Agreement and, subject to Article XVI, to perform any inspection rights on behalf of City Parties. Owner covenants and agrees

to reasonably cooperate with such consultants in the same manner as Owner is required to cooperate with City Parties pursuant to the

terms of this Agreement.

25.4

Reserved.

25.5

Open Records. If any Person requests a City Party to disclose any information of a confidential, proprietary or trade secret

nature with respect to the private contract rights under the Texas Public Information Act (Tex. Gov’t Code Ann. Sec. 552.001 et

seq.) or any equivalent or successor statute (the “Open Records Act”) and such information is subject to, or

potentially subject to, an exception under the Open Records Act, then prior to making any such disclosure and to the extent permitted

under Applicable Law, such City Party shall send Notice to Owner of such request within five (5) Business Days of City Party’s

receipt of such request. Within five (5) Business Days of Owner’s receipt of such Notice from City Party, Owner shall notify such

City Party in writing whether Owner desires City Party to request a determination from the Texas Attorney General (an “Opinion

Request”) as to whether the requested information must be disclosed pursuant to the Open Records Act; provided that

City Party shall only be required to comply with the foregoing to the extent that City Party, in good faith, believes there is a reasonable

basis for claiming that the requested information is subject to an exception under the Open Records Act and the Open Records Act permits

City Party to make an Opinion Request in the circumstance in question. Upon receipt of a request from Owner for City Party to make an

Opinion Request and provided such City Party is required to act on same pursuant to the terms hereof, City Party, at Owner’s sole

cost and expense, shall provide all commercially reasonable assistance to Owner necessary to draft the Opinion Request so that it may

be completed and filed within the time period prescribed by the Open Records Act. After the Opinion Request is so filed, each Party shall

cooperate with each other Party in preparing appropriate responses or filings to the Texas Attorney General and to any other Person with

respect to the information request and the Opinion Request, including any commercially reasonable appeals involved with respect thereto,

to prevent the disclosure of such information. Each Party shall also cooperate with each other Party and use reasonable efforts to promptly

identify any possible third Person whose privacy or property interests may be compromised by any such information request in order to

enable City Party to timely furnish to any such third Person any statutory Notice required by the Open Records Act and to seek any applicable

exceptions from disclosure under the Open Records Act.

25.6

Maintenance of Rights of Way, Easements and Licenses. Owner, at Owner’s sole cost and expense, shall maintain, preserve

and renew all rights of way, easements, grants, privileges, licenses and franchises reasonably necessary for the use of the Project Improvements

from time to time. Owner shall not, without the prior Approval of City, initiate, join in or consent to any variance, private restrictive

covenant or other public or private restriction as to the use of the Project Improvements or any portion thereof, or any declaration,

plat or other document having the effect of subjecting the Project Improvements to the condominium or cooperative form of ownership.

Owner shall, however, comply with all restrictive covenants which may at any time affect the Project Improvements, ordinances and other

public or private restrictions relating to the use of the Project Improvements.

25.7

Compliance with Anti-Forfeiture Laws. Owner shall not commit, permit or suffer to exist any act or omission affording any

Governmental Authority the right of forfeiture against the Project Improvements or any part thereof. Without limiting the generality

of the foregoing, the entry of a final, non-appealable judgment against Owner providing for the forfeiture of all or substantially all

of the Complex Site or the Project Improvements, shall, at the election of a City Party (which election must be made within forty-five

(45) days following entry of such judgment), constitute an immediate Owner Default.

25.8

Assignment of License Agreements; Name of Project Improvements; Trademarks. Owner hereby grants, conveys and assigns to City

Parties a non-exclusive right to the trademarks and other intellectual property concerning the Complex for use in the City Parties’

promotional materials. As between the Parties, all goodwill arising from any such use shall inure to the benefit of Owner.

25.9

Marketing Rights.

25.9.1

Naming Rights. City Parties hereby grant to Owner the right to (a) name the Complex Site, the Project Improvements, any portions

thereof and any operations therefrom and (b) give designations and associations to any portion of the Complex Site, the Project Improvements

or the operations therefrom (collectively, “Naming Rights”); provided, however, that the exercise by

Owner of the Naming Rights shall be subject to the prior written approval of City, which approval shall be deemed given unless the proposed

exercise (u) would reasonably be considered lewd, offensive or immoral, including any sign or advertisement that promotes activities

that would reasonably be considered lewd, offensive or immoral; (v) violates any Applicable Law, (w) promotes establishments whose primary

business is illegal gambling, provided, however, that the foregoing shall not prohibit agreements with gambling enterprises otherwise

permitted by Applicable Law, (x) uses the name of a Governmental Authority that is a county located in Texas or a city (regardless of

whether located in Texas) (other than the City) located within a 50-mile radius of the Collin County Courthouse in McKinney, Texas, in

each case, with a population in excess of 200,000, or (y) would reasonably cause embarrassment or disparagement to a City Party (including

names containing drugs or drug paraphernalia, whether legal or illegal, barbarisms, racial epithets, obscenities, profanity, guns or

firearms, names relating to any sexually-oriented business or enterprise or containing any overt political reference), and City Parties

shall never require payment of any naming rights fee or other payments received by Owner for such Naming Rights. Notwithstanding the

foregoing, the official name of the Complex shall include “McKinney.” Notwithstanding anything to the contrary contained

in this Agreement, Owner hereby grants to City Parties the non-exclusive right to use (but not sublicense) the trade name, mark(s) and

image(s) of the Complex solely for the purpose of marketing and promoting the Complex or a City Party, and for no other purpose; provided,

that no such use shall imply that Owner or any of its Affiliates is the source of or has endorsed or sponsors any marketing or promotional

activity of the City Parties. From and after the date Owner notifies City Parties of (1) Owner’s exercise of any one or more of

the Naming Rights or (2) the existence of a naming rights agreement related thereto, City Parties shall (i) adopt the nomenclature designated

in such naming rights agreement for the Complex Site or the portion thereof covered by such naming rights agreement and (ii) refrain

from using any other nomenclature for the Complex Site or such portion thereof in any documents, press releases or other materials produced

or disseminated by City Parties.

25.9.2

Sponsor Signs. Except as otherwise expressly set forth in Section 12.7.3 and subject to all City Codes, Owner shall

have the exclusive right to sell, grant or license the placement of Signage in, on, about and throughout the Complex Site. Owner, at

its sole discretion, may charge a fee for the placement of any such Signage. Owner shall have sole discretion as to the content of any

such Signage subject to the terms of Section 25.9.

25.9.3

Use of Signage and Naming Rights Revenue. City Parties recognize that (a) Owner has contributed and/or shall contribute significant

capital costs to the construction of the Project Improvements, (b) Owner shall be required to pay outstanding Debt (as required by the

applicable loan documents) of and other investments by Owners and its Affiliates to pay for construction of the Improvements, (c) Owner

shall incur significant cost in operating and maintaining the Complex Site, and (d) Owner shall incur significant cost in making and/or

constructing improvements, capital repairs, and replacements at the Complex Site. In recognition of this financial burden and in further

consideration of Owner’s obligations under this Agreement, Owner shall have the right to retain all revenues generated by or from

the sale of naming rights, advertising and signage in all places on or about the Complex Site; provided however, Owner shall use

all or part of such revenues for the payment of costs associated with construction of the Improvements and cost and expenses associated

with operating, maintaining and repairing the Complex Site.

25.10

Verifications of Statutory Representations and Covenants. The Owner makes the following representations and covenants pursuant

to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as amended (the “Government Code”), in entering

into this Agreement. As used in such verifications, “affiliate” means an entity that controls, is controlled by, or is under

common control with the Owner within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for

breach of any such verification during the term of this Agreement shall survive until barred by the applicable statute of limitations,

and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the

contrary.

(a)

Not a Sanctioned Company. The Owner represents that neither it nor any of its parent company, wholly- or majority-owned

subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts

under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Owner and each of its parent

company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared

to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist

organization.

(b)

No Boycott of Israel. The Owner hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries,

and other affiliates, if any, do not boycott Israel and shall not boycott Israel during the term of this Agreement. As used in the foregoing

verification, “boycott Israel” has the meaning provided in Section 2271.001, Government Code.

(c)

No Discrimination Against Firearm Entities. The Owner hereby verifies that it and its parent company, wholly- or majority-owned

subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm

entity or firearm trade association and shall not discriminate against a firearm entity or firearm trade association during the term

of this Agreement. As used in the foregoing verification, “discriminate against a firearm entity or firearm trade association”

has the meaning provided in Section 2274.001(3), Government Code.

(d)

No Boycott of Energy Companies. The Owner hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries,

and other affiliates, if any, do not boycott energy companies and shall not boycott energy companies during the term of this Agreement.

As used in the foregoing verification, “boycott energy companies” has the meaning provided in Section 2276.001(1), Government

Code.

25.11

Ethics Disclosure. The Owner represents that it has completed the applicable Texas Ethics Commission (“TEC”)

form 1295 (“Form 1295”) generated by the TEC’s electronic filing application in accordance with the provisions

of Texas Government Code Section 2252.908 and the rules promulgated by the TEC. The Parties agree that, with the exception of the information

identifying the City Parties and the contract identification number, the City Parties are not responsible for the information contained

in the Form 1295. The information contained in the Form 1295 has been provided solely by Owner and the City Parties have not verified

such information.

[Signature

Pages Follow]

This

Agreement is executed to be effective for all purposes as of the Execution Date.

CITY:

CITY OF MCKINNEY, TEXAS,

a Texas home rule municipal corporation

By:

/s/

Paul G. Grimes

Name:

Paul G. Grimes

Title:

City Manager

THE STATE OF

TEXAS

COUNTY OF COLLIN

This

instrument was acknowledged before me on this the _____ day of October, 2026, by Paul G. Grimes, the City Manager of the City of McKinney,

Texas, a Texas home rule municipal corporation, on behalf of said City of McKinney, Texas.

Notary Public in and for the State of Texas

Printed Name of Notary Public

My Commission Expires: ______________________

City’s

Address For Tax Notices:

City

of McKinney, Texas

401

E. Virginia St.

McKinney,

Texas 75069

Attention:

Paul G. Grimes

When

recorded, return to:

401

E. Virginia St.

McKinney,

Texas 75069

Attention:

Mark Houser

Signature Page to

Amended and Restated Development Agreement

MEDC:

MCKINNEY ECONOMIC DEVELOPMENT CORPORATION,

a Texas non-profit corporation

By:

/s/

Michael A. Kowski, Jr.

Name:

Michael A. Kowski,

Jr.

Title:

President and CEO

By:

/s/

Brian S. Loughmiller

Name:

Brian S. Loughmiller

Title:

Chairman of the Board

THE STATE OF

TEXAS

COUNTY OF COLLIN

This

instrument was acknowledged before me on this the _____ day of October, 2026, by Michael A. Kowski, Jr. the President and Chief Executive

Officer, of the McKinney Economic Development Corporation, a Texas non-profit corporation, on behalf of said McKinney Economic Development

Corporation.

Notary Public in and for the State of Texas

Printed Name of Notary Public

My Commission Expires: ______________________

THE STATE OF

TEXAS

COUNTY OF COLLIN

This

instrument was acknowledged before me on this the _____ day of October, 2026, by Brian S. Loughmiller, the Chairman of the Board of Directors,

respectively, of the McKinney Economic Development Corporation, a Texas non-profit corporation, on behalf of said McKinney Economic Development

Corporation.

Notary Public in and for the State of Texas

Printed Name of Notary Public

My Commission Expires: ______________________

MEDC’s

Address For Tax Notices:

McKinney

Economic Development Corporation

7300

SH 121 SB Suite 200

McKinney,

Texas 75070

Attention:

Michael A. Kowski, Jr.

When

recorded, return to:

401

E. Virginia St.

McKinney,

Texas 75069

Attention:

Mark Houser

Signature Page to

Amended and Restated Development Agreement

MCDC:

MCKINNEY COMMUNITY DEVELOPMENT CORPORATION,

a Texas non-profit corporation

By:

/s/

Cindy S. Schneible

Name:

Cindy S. Schneible

Title:

President

By:

/s/

George Fuller

Name:

George

Fuller

Title:

Chair of the Board

THE STATE OF

TEXAS

COUNTY OF COLLIN

This

instrument was acknowledged before me on this the _____ day of October, 2026, by Cindy S. Schneible, the President of the McKinney Community

Development Corporation, a Texas non-profit corporation, on behalf of said McKinney Community Development Corporation.

Notary Public in and for the State of Texas

Printed Name of Notary Public

My Commission Expires: ______________________

THE STATE OF

TEXAS

COUNTY OF COLLIN

This

instrument was acknowledged before me on this the _____ day of October, 2026, by George Fuller, Chair of the Board of Directors of the

McKinney Community Development Corporation, a Texas non-profit corporation, on behalf of said McKinney Community Development Corporation.

Notary Public in and for the State of Texas

Printed Name of Notary Public

My Commission Expires: ______________________

MCDC’s

Address For Tax Notices:

McKinney

Community Development Corporation

7300

SH 121, SB

McKinney,

Texas 75070

Attention:

Cindy S. Schneible

When

recorded, return to:

401

E. Virginia St.

McKinney,

Texas 75069

Attention:

Mark Houser

Signature Page to

Amended and Restated Development Agreement

OWNER:

VENU HOLDING CORPORATION,

successor-by-name-change to Notes Live, Inc.,

a Colorado corporation

By:

/s/

JW Roth

Name:

JW Roth

Title:

Chairman and CEO

THE STATE OF

COLORADO

COUNTY OF EL PASO

This

instrument was acknowledged before me on this the _____ day of __________, 2026, by JW Roth, the Chairman and Chief Executive Officer

of Venu Holding Corporation, a Colorado corporation, on behalf of said Venu Holding Corporation.

Notary Public in and for the State of _____________

Printed Name of Notary Public

My Commission Expires: ______________________

Owner’s

Address For Tax Notices:

Venu

Holding Corporation

1755

Telstar Dr., Ste 501

Colorado

Springs, Colorado 80921

Attention:

Heather Atkinson

When

recorded, return to:

401

E. Virginia St.

McKinney,

Texas 75069

Attention:

Mark Houser

Signature Page to

Amended and Restated Development Agreement

APPENDIX

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Rules

as to Usage

The

terms defined below have the meanings set forth below for all purposes, and such meanings are equally applicable to both the singular

and plural forms of the terms defined.

(1)

“Include,” “includes” and “including” shall be deemed to be followed by “, but not limited

to,” whether or not they are in fact followed by such words or words of like import.

(2)

“Writing,” “written” and comparable terms refer to printing, typing, and other means of reproducing in a visible

form.

(3)

Any agreement, instrument or Applicable Law defined or referred to above means such agreement or instrument or Applicable Law as from

time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the

case of Applicable Law) by succession of comparable successor Applicable Law and includes (in the case of agreements or instruments)

references to all attachments thereto and instruments incorporated therein.

(4)

References to a Person are also to its permitted successors and assigns.

(5)

Any term defined above by reference to any agreement, instrument or Applicable Law has such meaning whether or not such agreement, instrument

or Applicable Law are in effect.

(6)

“Hereof,” “herein,” “hereunder” and comparable terms refer, unless otherwise expressly indicated,

to the entire agreement or instrument in which such terms are used and not to any particular article, Section or other subdivision thereof

or attachment thereto. References in an instrument to “Article,” “Section,” “Subsection” or another

subdivision or to an attachment are, unless the context otherwise requires, to an article, section, subsection or subdivision of or an

attachment to such agreement or instrument. All references to exhibits or appendices in any agreement or instrument that is governed

by this Appendix are to exhibits or appendices attached to such instrument or agreement.

(7)

Pronouns, whenever used in this Agreement and of whatever gender, shall include natural Persons, corporations, limited liability companies,

partnerships and associations of every kind and character.

(8)

References to any gender include, unless the context otherwise requires, references to all genders.

(9)

The word “or” shall have the inclusive meaning represented by the phrase “and/or.”

(10)

“Shall” and “will” have equal force and effect.

(11)

Unless otherwise specified, all references to a specific time of day shall be based upon Central Standard Time or Central Daylight Time,

as applicable on the date in question in McKinney, Texas.

(12)

References to “$” or to “dollars” shall mean the lawful currency of the United States of America.

(13)

“Not to be unreasonably withheld” when used herein with respect to any Approval shall be deemed to be followed by “,

conditioned or delayed” whether or not it is in fact followed by such words or words of like import.

Appendix A

Page 1

GLOSSARY

OF DEFINED TERMS

“Action”

or “Proceedings” means any legal action, lawsuit, proceeding, arbitration, investigation by a Governmental

Authority, hearing, audit, appeal, administrative proceeding or judicial proceeding.

“Additional

Addressees” has the meaning set forth in Section 23 of Appendix B.

“Additional

Improvements” has the meaning set forth in Section 15.2.1.

“Additional

Work” has the meaning set forth in 15.2.1.

“Additional

Work Surety Bond Threshold” means One Million and No/100 Dollars ($1,000,000.00), as increased on January 1 of each Agreement

Year during the Term by the annual change in the CPI from the CPI on the prior January 1, as soon as such information becomes available.

“Affiliate”

of any specified Person means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by,

or is under common control with, the specified Person. As used in this definition, the term “control,” “controlling,”

or “controlled by” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management

and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement”

has the meaning set forth in the preamble to this Agreement.

“Agreement

Expiration Date” means the date which is twenty-five (25) years after the Effective Date, unless this Agreement is extended

pursuant to the City Parties’ option to renew or sooner terminated pursuant to any applicable provision hereof whereupon such date

of termination shall be the “Agreement Expiration Date.”

“Agreement

Year” means each twelve (12) full calendar month period during the Term, commencing on the Effective Date; provided,

however, that (i) if the Effective Date is not the first day of any calendar month, the first Agreement Year Term shall end on

the last day of the twelfth (12th) succeeding calendar month, (ii) the Agreement Year in which the Term ends shall also end on the

last day of the Term even though such Agreement Year may not constitute a full twelve (12) calendar months, and (iii) if the first

day after the date of Substantial Completion is not January 1st, (x) the first Agreement Year shall be a period longer

than a calendar year and shall conclude as of December 31st of the first full calendar year to occur after the date of

Substantial Completion and (y) thereafter, an “Agreement Year” shall be each calendar year during the Term or, if the

Agreement Expiration Date occurs during the middle of a calendar year, such portion of such calendar year.

Appendix A

Page 2

“Amended

and Restated Ground Lease Agreement” means that certain Amended and Restated Ground Lease, made and entered into as of

October 19, 2026, by and between Sunset Ground at McKinney, LLC, as landlord, and Sunset at McKinney, LLC, as Tenant.

“Amended

and Restated Operations Sublease Agreement” means that certain Amended and Restated Operations Sublease Agreement, made

and entered into as of October 19, 2026, by and between Sunset at McKinney, LLC, as landlord, and Sunset Operations at McKinney, LLC,

as Tenant.

“Amended

and Restated Personal Guaranty” has the meaning set forth in Section 21.1.

“Applicable

Law” means any and all laws, ordinances, statutes, regulations, judicial decisions, orders, injunctions, writs, rulings,

interpretations, rules, permits or certificates of any court, arbitrator or other Governmental Authority and applicable to the Person

or Property in question (including any activities or operations occurring on, under, over, upon, at or from such Property in question).

Applicable Law shall include all City Codes, Environmental Laws and any applicable Federal wage requirements.

“Appropriation”

means with respect to any payment obligation or other monetary obligation of City Parties that may from time to time exist or arise under

this Agreement during an Agreement Year, the approval and setting aside by City Parties of an adequate amount of funds to satisfy the

payment obligation or other monetary obligation of City Parties.

“Approval,”

“Approve” or “Approved” means (a) with respect to any item or matter for which

the approval of a City Party or City Representative, as the case may be, is required under the terms of this Agreement, the specific

approval of such item or matter by a City Party pursuant to a written instrument executed by City Party or City Representative, as

applicable, delivered to Owner, and shall not include any implied or imputed approval, and no approval by City Party or City

Representative pursuant to this Agreement shall be deemed to constitute or include any approval required in connection with any

Governmental Functions of the City Party, unless such written approval shall so specifically state; (b) with respect to any item or

matter for which the approval of Owner is required under the terms of the Agreement, the specific approval of such item or matter by

Owner or the Owner Representative, as the case may be, pursuant to a written instrument executed by a duly authorized officer of

Owner or the Owner Representative, as permitted pursuant to the terms of this Agreement, and delivered to City Party, and shall not

include any implied or imputed approval; and (c) with respect to any item or matter for which the approval of any other Person is

required under the terms of this Agreement, the specific approval of such item or matter by such Person pursuant to a written

instrument executed by a duly authorized representative of such Person and delivered to City Party or Owner, as applicable, and

shall not include any implied or imputed approval.

Appendix A

Page 3

“Auto

Policies for Additional Work” has the meaning set forth in Section 19.1.2(b).

“Auto

Policies for Project Improvements Work” has the meaning set forth in Section 19.1.1(b).

“Bankruptcy”

means any case or proceeding under any law relating to bankruptcy, insolvency, reorganization, receivership, winding-up, liquidation,

dissolution or composition or adjustment of debt, including any voluntary or involuntary proceeding pursuant to Sections 301, 302, 303

and/or 304 of the Bankruptcy Code or the voluntary election to wind-up, liquidate, dissolve or otherwise cease to operate.

“Builder’s

Risk Policies for Additional Work” has the meaning set forth in Section 19.1.2(a).

“Builder’s

Risk Policies for Project Improvements Work” has the meaning set forth in Section 19.1.1(a).

“Business

Day” means a day of the year that is not a Saturday, Sunday or Legal Holiday.

“Business

Hours” means 9:00 a.m. through 5:00 p.m. Central on Business Days.

“Capital

Expenses” means all expenses incurred with respect to Capital Repairs.

“Capital

Leases” as applied to any Person, means any lease of any Property by such Person as Owner which would, in accordance with

GAAP, be required to be classified and accounted for as a capital lease on the balance sheet of such Person.

“Capital

Repairs” shall mean any work (including all labor, supplies, materials, equipment and costs of permits and approvals of

Governmental Authorities) reasonably necessary to repair, restore, refurbish or replace (in each case, in a manner that extends the useful

life thereof) any equipment, facility, structure or other Component, if such work is necessitated by:

(a)

Any material defects in design, construction or installation of the Project Improvements;

(b)

Physical Obsolescence;

(c)

Functional Obsolescence;

(d)

Requirements imposed by Applicable Law;

(e)

Requirements or recommendations of any insurance carrier insuring any portion of the Premises; or

(f)

Requirements of any manufacturer, supplier or installer of any Component, system or equipment at the Complex Site stipulated in the operating

manuals therefor.

Capital

Repairs shall not include (i) any Maintenance, (ii) any Casualty Repair Work (except for Casualty Repair Work otherwise constituting

Capital Repairs to the extent insurance proceeds are insufficient to complete such Casualty Repair Work for any reason other than as

a result of an Owner Default under this Agreement) or (iii) any Condemnation Repair Work.

Appendix A

Page 4

“Casualty”

means physical damage, physical destruction or other property casualty resulting from any fire or any other sudden, unexpected or unusual

cause.

“Casualty

Proceeds” has the meaning set forth in Section 18.2.1.

“Casualty

Repair Work” has the meaning set forth in Section 18.1.1.

“Certificate

of Occupancy” or “CO” means a permanent certificate of occupancy. If a TCO is obtained first, Owner

shall obtain a permanent certificate of occupancy within six (6) months thereafter.

“Cessation

of Work” has the meaning set forth in Section 9.10.

“City”

means the City of McKinney, Texas, a Texas home rule municipal corporation.

“City

Codes” means all ordinances, codes and policies from time to time adopted by the City of McKinney, Texas, including, any

building codes, fire or life safety codes, development codes and zoning ordinances, as same may be amended from time to time.

“City

Controlled Entity” means any entity created by the City in which the City has the power to appoint any of the members of

the board of directors or the legal authority to control the actions of such entity.

“City

Council” means the governing body of the City.

“City

Dates” has the meaning set forth in Section 12.7.1.

“City

Party” means City, MEDC, or MCDC and “City Parties” means City, MEDC and MCDC.

“City

Party Default” has the meaning set forth in Section 23.1.2.

“City

Party Delay” means any delay by a City Party in achieving performance of its obligations under this Agreement to the extent

that such delay has an effect on Owner’s ability to perform its obligations hereunder. Without limiting the generality of the foregoing,

subject to Owner’s compliance with, and City Parties’ obligations pursuant to, City Codes, it shall be deemed a City Party

Delay in the event the City fails to deliver to Owner in a timely manner the building permit and any other City approvals that are required

for Owner to conduct the work antecedent to obtaining a CO.

Appendix A

Page 5

“City

Party Indemnitees” means the City Parties or any Related Party of City Parties.

“City

Party Transfer” has the meaning set forth in Section 21.6.

“City

Party Transferee” has the meaning set forth in Section 21.6.

“City

Representative” has the meaning set forth in Section 2.1.

“City

Uses” has the meaning set forth in Section 12.7.1.

“City

Utility Plan” means an engineered drawing that shows the specific location, boundaries and intended use of utilities and

appurtenances proposed to be installed on, under, over or below the Complex Site pursuant to Section 3.4.2 and which shall be

submitted to Owner not more than 150 days following the Effective Date.

“Claims”

means and includes any and all actions, causes of action, suits, disputes, controversies, claims, debts, sums of money, offset rights,

defenses to payment, agreements, promises, notes, losses, damages and demands of whatsoever nature, known or unknown, whether in contract

or in tort, at law or in equity, for money damages or dues, recovery of property, or specific performance, or any other redress or recompense

that have accrued or may ever accrue, may have been had, may be now possessed, or may or shall be possessed in the future by or on behalf

of any Person against any other Person for, upon, by reason of, on account of, or arising from or out of, or by virtue of, any transaction,

event or occurrence, duty or obligation, indemnification, agreement, promise, warranty, covenant or representation, breach of fiduciary

duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion,

conflict of interest, negligence, bad faith, malpractice, violations of any Applicable Law, intentional or negligent infliction of mental

distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage,

breach of contract, deceptive trade practices, libel, slander, usury, conspiracy, wrongful acceleration of any indebtedness, wrongful

foreclosure or attempt to foreclose on any collateral relating to any indebtedness, action or inaction, relationship or activity, service

rendered, matter, cause or thing, whatsoever, express or implied.

“Collateral

Assignment of Rents” has the meaning set forth in Section 21.1.

“Commencement

of Operations” or “Commence Operations” means opening for business to the public and the actual

commencement of operation of all elements of the Project Improvements in accordance with the Operating Standard and the terms of this

Agreement and all other Project Documents and all Applicable Law, except such minor elements that do not prevent Owner from operating

the Complex Site and the Project Improvements as a whole in accordance with the Operating Standard.

“Commercial

Event” or “Commercial Events” means a concert, live show, or other entertainment performed at

the Complex for profit, but specifically excluding civic and public events.

Appendix A

Page 6

“Comparable

Facilities” means one or more first-class, multi-purpose event centers that (i) have been completed no earlier than five

(5) years before Final Completion, (ii) are comparable in size and quality of construction to the Complex and (iii) are located in the

United States. For the purposes of this Agreement, the term Comparable Facilities shall include, as of the Effective Date (but which

may not be included in the future if such properties no longer meet the definition of Comparable Facilities): Sunset Amphitheater in

Colorado Springs, Colorado.

“Complex”

has the meaning set forth in Section 9.1.2(a).

“Complex

Budget” means the total budget for the Total Project Costs, broken down in reasonable detail by cost categories including

separate line items for the amount payable under each of the Project Construction Document and allowances and contingencies, together

with any amendments thereto up to the date Owner obtains a Certificate of Occupancy. City Parties have Approved the initial Complex Budget

attached hereto as Exhibit D.

“Complex

Site” means, collectively: (i) prior to the closing of the Land Sale, the fee simple interest in the Land, together with

(a) the Project Improvements, as and when constructed on the Land, and all alterations and modifications thereof pursuant to the terms

of this Agreement and all other Improvements, (b) all air rights and air space above the Land and all existing rights to light and air

that are granted to Owner from MEDC, and (c) all of MEDC’s right, title and interest, if any, in and to all rights, alleys, rights-of-way,

privileges and easements appurtenant to the Land including any intangible property rights, concessions, pouring and branding rights,

advertising and broadcasting and/or streaming rights and development rights; and (ii) from and after the closing of the Land Sale, if

it closes, the Ground Estate and the Improvements Estate, together with (a) the Project Improvements, as and when constructed on the

Land, and all alterations and modifications thereof pursuant to the terms of this Agreement and all other Improvements, (b) all air rights

and air space above the Land and all existing rights to light and air previously granted to Owner from MEDC, and (c) all of MEDC’s

right, title and interest, if any, in and to all rights, alleys, rights-of-way, privileges and easements appurtenant to the Land including

any intangible property rights, concessions, pouring and branding rights, advertising and broadcasting and/or streaming rights and development

rights; in each case, subject to the operation and effect of the Permitted Exceptions; and provided, that if at any time hereafter any

portion of the Complex Site becomes no longer subject to this Agreement, “Complex Site” shall thereafter mean so much

thereof as remains subject to this Agreement.

“Complex

Site Reservations” has the meaning set forth in Section 3.4.

“Component”

means any item of real or tangible personal property that is incorporated in the Complex Site or integral to the operation or maintenance

of the Complex Site and located in, on or under the Land in accordance with the terms of this Agreement, including all structural members,

all mechanical, electrical, plumbing, heating, ventilating, air conditioning, telecommunication, broadcast, streaming, video, sound and

other equipment (including principal components of each such item of equipment), seats, food and beverage preparation, dispensing or

serving equipment, electronic parts, Signage, video replay and display equipment, sound systems and speakers and all computers and computer

control equipment.

Appendix A

Page 7

“Condemnation

Actions” means a taking by any Governmental Authority (or other Person with power of eminent domain) by exercise of any

right of eminent domain or by appropriation and an acquisition by any Governmental Authority (or other Person with power of eminent domain)

through a private purchase in lieu thereof, but shall not include the dedication of any portion of the Complex Site necessary to obtain

Governmental Authorizations or to comply with any other Applicable Law respecting the construction of any Improvements on the Complex

Site.

“Condemnation

Award” means all sums, amounts or other compensation for the Complex Site payable to MEDC or Owner as a result of or in

connection with any Condemnation Action.

“Condemnation

Expenses” means a City Party’s payment, disbursement, reimbursement or contribution toward the costs of Condemnation

Repair Work.

“Condemnation

Repair Work” means the repair, alteration and restoration, including temporary repairs for the protection of Persons or

Property pending the completion of any part thereof, of the remaining part of the Complex Site described in clause (a) of the definition

thereof to substantially its former condition to the extent that the same may be feasible and in accordance with the Base Complex Plan

that has been Approved pursuant to the terms of this Agreement, as and if required, to the extent practical and permitted by Applicable

Law.

“Construction

Escrow Agreement” has the meaning set forth in Section 21.1.

“Construction

Work” means, collectively, the Project Improvements Work and any Additional Work, including Maintenance and Repair Work,

Owner’s Remedial Work, any Casualty Repair Work and any Condemnation Repair Work.

“Consultant”

means Ryan, LLC, the consultant to be hired and paid by the Owner to assist in the drafting, implementation, and management of the Separated

Materials Contracts.

“Contractors’

Equipment” means and refers to all equipment used by any contractor in connection with the Project Improvements Work and

the Additional Work, as applicable, whether owned, hired or leased.

“Cost

Overruns” has the meaning set forth in Section 9.1.1.

“County”

means Collin County, Texas.

“CPI”

means the United States Consumer Price Index for all Urban Consumers (also known as the CPI-U) for the Dallas-Fort Worth-Arlington,

TX Metropolitan Statistical Area (1982-1984=100), as published monthly (or if the same shall no longer be published monthly, on the

most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment

later, then the later adjusted index, together with any correlation factor necessary to relate the later adjusted index to the

earlier index, as published by the entity publishing the index, shall be used), or if such publication is discontinued, the CPI

shall then refer to comparable statistics on changes in the cost of living for urban consumers as the same may be computed and

published (on the most frequent basis available) by an agency of the United States or by a responsible financial periodical of

recognized authority, which agency or periodical shall be selected jointly by City and Owner.

Appendix A

Page 8

“Cross-Default

Documents” means the documents specifically listed in Sections 23.1.1(e), (g), and (h), but expressly excludes this

Agreement.

“DA

Guarantor” and “DA Guarantors” have the meaning set forth in Section 23.1.3.

“Debt”

means for any Person without duplication:

(a)

indebtedness of such Person for borrowed money;

(b)

obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(c)

obligations of such Person to pay the deferred purchase price of Property or services;

(d)

obligations of such Person as Owner under Capital Leases;

(e)

obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) of such Person

to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligation of another

Person of the kinds referred to in clauses (a) through (d) above; and

(f)

indebtedness or obligations of others of the kinds referred to in clauses (a) through (e) secured by any Lien on or in respect of any

Property of such Person.

“Deed”

has the meaning set forth in the Purchase and Sale Agreement.

“Deed

of Trust” means that certain Deed of Trust - Security Agreement - Assignment of Rents - Collateral Assignment of Leases

- Financing Statement - Fixture Filing, with an effective date of January 14, 2025, executed by Sunset Ground at McKinney, LLC, as grantor,

for the benefit of MEDC, recorded as Document Number 2025000005932 in the Official Public Records of Collin County, Texas, as modified

by the First Amendment to Deed of Trust, and as the same may be further amended or modified from time to time.

“Default

Rate” means the lesser of (i) the Prime Rate plus four percent (4%) per annum or (ii) the Maximum Lawful Rate.

“Development

Documents” means, collectively, the Promissory Note, the Personal Guaranty, the Deed of Trust, each Operator Agreement,

the Construction Escrow Agreement, the Security Agreement, the Recognition Agreement, the Collateral Assignment of Rents, the Lease Assignment

in Lieu, the Purchase and Sale Agreement, the Lease, and this Agreement.

“Dispute

or Controversy” has the meaning set forth in Section 11.5.1.

“Due

Diligence Reports” has the meaning set forth in Section 8 of Appendix D.

Appendix A

Page 9

“Due

Diligence Work” has the meaning set forth in Section 3 of Appendix D.

“Effective

Date” means April 16, 2024.

“Election

Deadline” has the meaning set forth in Section 23.1.3.

“Emergency”

means any circumstance in which (i) Owner, City Party or the Person in question, as applicable, in good faith believes that immediate

action is required in order to safeguard a life or lives, Property or the environment against the likelihood of injury, damage or destruction

due to an identified threat or (ii) Applicable Law requires that immediate action is taken in order to safeguard a life or lives, Property

or the environment.

“Encumbrances”

means any defects in, easements, covenants, conditions or restrictions affecting, or Liens or other encumbrances on, the title to the

Complex Site, whether evidenced by written instrument or otherwise evidenced.

“Entitlement”

means December 3, 2024.

“Environmental

Claim” means any Action or Proceeding regarding the Complex Site (i) arising under an Environmental Law or (ii) related

to or arising out of an Environmental Event.

“Environmental

Event” means the occurrence of any of the following: (i) any noncompliance with an Environmental Law; (ii) an environmental

condition requiring responsive action, including an environmental condition at the Complex Site caused by a third party; (iii) any event

on, at or from the Complex Site or related to the operation thereof of such a nature as to require reporting to applicable Governmental

Authorities under any Environmental Law; (iv) an emergency environmental condition; or (v) the existence or discovery of any spill, discharge,

leakage, pumpage, drainage, pourage, interment, emission, emptying, injecting, escaping, dumping, disposing, migration or other release

or any kind of Hazardous Materials on, at or from the Complex Site which may cause a threat or actual injury to human health, the environment,

plant or animal life.

“Environmental

Law(s)” means any applicable Federal, state or local statute, law (including common law tort law, common law nuisance

law and common law in general), rule, regulation, ordinance, code, permit, concession, grant, franchise, license, policy or rule of

common law now in effect or adopted in the future, and in each case as may be amended or replaced, and any judicial or

administrative interpretation thereof (including any judicial or administrative order, consent decree or judgment) relating to (i)

the environment, health, safety or Hazardous Materials, (ii) the storage, handling, emission, discharge, release and use of

chemicals and other Hazardous Materials, (iii) the generation, processing, treatment, storage, transport, disposal, investigation,

remediation or other management of waste materials of any kind, and (iv) the protection of environmentally sensitive areas,

including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§ 9601

et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §§ 5101 et seq.; the Resource Conservation and

Recovery Act, as amended, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C.

§§ 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Clean Air Act, 42 U.S.C.

§§ 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; the Endangered Species Act, as amended,

16 U.S.C. §§ 1531 et seq.; the Texas Solid Waste Disposal Act, Tex. Health & Safety Code Ann. Ch. 361 (Vernon 1990);

the Texas Clean Air Act, Tex. Health & Safety Code Ann. Ch. 382 (Vernon 1990); the Texas Water Code, Tex. Water Code Ann.

(Vernon 1988 and Supp. 1990); the Texas Hazardous Substances Spill Prevention and Control Act, Tex. Water Code Ann. (Vernon 1988 and

Supp. 1990); the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et. Seq.; and the Emergency

Preparedness and Response Community Right-to-Know Act, 42 U.S.C. § 11001.

Appendix A

Page 10

“Event

of Default” has the meaning set forth in Section 23.1.1 and Section 23.1.2.

“Excess/Umbrella

Policy for Additional Work” has the meaning set forth in Section 19.1.2(e).

“Excess/Umbrella

Policy for Project Improvements Work” has the meaning set forth in Section 19.1.1(e).

“Excusable

City Party Delay” means any City Party Delay that is caused by or attributable to (but only to the extent of) Force Majeure.

No City Party Delay arising from the failure to make funds available for any purpose shall ever be an Excusable City Party Delay unless

such failure, inability or refusal itself arises directly from, and is based upon, another event or circumstance which is an Excusable

City Party Delay.

“Excusable

City Party Delay Period” means with respect to any particular occurrence of Excusable City Party Delay, that number of

days of delay in the performance by a City Party of its obligations under the Agreement actually resulting from such occurrence of Excusable

City Party Delay.

“Excusable

Owner Delay” means any Owner Delay that is caused by or attributable to (but only to the extent of) Force Majeure. No Owner

Delay arising from the failure to make funds available for any purpose shall ever be an Excusable Owner Delay unless such failure, inability

or refusal itself arises directly from, and is based upon, another event or circumstance which is an Excusable Owner Delay.

“Excusable

Owner Delay Period” means with respect to any particular occurrence of an Excusable Owner Delay, that number of days of

delay in the performance by Owner of its obligations hereunder actually resulting from such occurrence of Excusable Owner Delay, but

not to exceed three hundred sixty-five (365) days with respect to any deadline or time period with respect to any Construction Work other

than the Project Improvements Work.

“Execution

Date” has the meaning set forth in the preamble to the Agreement.

“Expiration

Date” has the meaning set forth in Section 2 of Appendix B.

“Final

Base Complex Plan” has the meaning set forth in Section 11.1.2.

Appendix A

Page 11

“Final

Completion” means (i) with respect to the Project Improvements Work or any component of the Project Improvements Work,

(A) the final completion of the design, development, construction, furnishing and all other aspects of such work and Improvements in

accordance in all material respects with the Project Plans (all of which have been Approved pursuant to the terms of this Agreement,

as and if required), all Applicable Law and all other requirements of this Agreement, including the completion of the punch-list

type items referred to in the definition of the term “Substantial Completion,” (B) the issuance of all Governmental

Authorizations necessary to use, occupy and operate all aspects and areas of the Complex Site in accordance with the terms of this

Agreement including all Governmental Authorizations required to be issued to Owner or its Affiliates to fulfill its obligations

under this Agreement and (C) Commencement of Operations in accordance with the terms of this Agreement and all Applicable Law and

(ii) with respect to the Material Additional Work, means (A) the final completion of the design, development, construction,

furnishing and all other aspects of such work and Improvements in accordance in all material respects with the Material Additional

Work Specifications, the Material Additional Work Plans, all Applicable Law and all other requirements of this Agreement, including

the completion of the punch-list type items referred to in the definition of the term “Substantial Completion,” (B) the

issuance of all Governmental Authorizations necessary to use, occupy and operate all aspects and areas of the Complex Site in

accordance with the terms of this Agreement including all Governmental Authorizations required to be issued to Owner or its

Affiliates to fulfill its obligations under this Agreement (if any) and (C) Commencement of Operations as to all elements of the

Complex Site in accordance with the terms of this Agreement and all Applicable Law. Substantial Completion of such work and

Improvements is a prerequisite to Final Completion of the same.

“First

Amendment” has the meaning set forth in the recitals to this Agreement.

“First

Amendment to Deed of Trust” means that certain First Amendment to Deed of Trust - Security Agreement - Assignment of Rents

- Collateral Assignment of Leases - Financing Statement - Fixture Filing, dated as of October 19, 2026, executed by and among Sunset

Ground at McKinney, LLC, as grantor, Mark Houser, as trustee, and MEDC, as beneficiary, and joined in by STORE Capital.

“First

Class” means maintained and operated in a manner consistent with other United States amphitheaters of similar size and

programming as the Complex that are generally recognized in the industry as being first class venues capable of providing a high-quality

patron experience in all material respects, and in any event, of at least equivalent quality to other facilities owned and/or operated

by Owner or its affiliates, such as Sunset Amphitheater in Colorado Springs, Colorado.

“Force

Majeure” means any act that (a) materially and adversely affects the affected Party’s ability to perform the

relevant obligations under this Agreement or delays such affected Party’s ability to do so, (b) is beyond the reasonable

control of the affected Party, (c) is not due to the affected Party’s willful misconduct or negligence and (d) could not be

avoided, by the Party who suffers it, by the exercise of commercially reasonable efforts, including the expenditure of any

reasonable sum of money. Subject to the satisfaction of the conditions set forth in (a) through (d) above, Force Majeure shall

include: (i) natural phenomena, such as pandemics, floods, earthquakes; (ii) wars, civil disturbances, revolts, insurrections,

terrorism, sabotage and threats of sabotage or terrorism; (iii) transportation disasters, whether by ocean, rail, land or air; (iv)

strikes or other labor disputes that are not due to the breach of any labor agreement by the affected Party; (v) fires; (vi) actions

or omissions of a Governmental Authority (including the actions of City in its capacity as a Governmental Authority) that were not

voluntarily induced or promoted by the affected Party, or brought about by the breach of its obligations under this Agreement or any

Applicable Law (including any Shelter in Place restrictions or other state or county emergency shut-down or closed requirements for

the Complex Site); and (vii) failure of either Party to perform any of its obligations under this Agreement within the time or by

the date required pursuant to the terms of this Agreement for the performance thereof; provided, however, that under no

circumstances shall Force Majeure include (A) economic hardship, (B) any strike or labor dispute involving employees of Owner, other

than industry wide or nationwide strikes or labor disputes, (C) rainfall and temperature conditions that are consistent with

historical norms, (D) the inability to pay debts or other monetary obligations in a timely manner, (E) any delay, default, or

failure (financial or otherwise) of the Project Contractor or any subcontractor, vendor or supplier of Owner or the Project

Contractor that is not the result of an event that would otherwise be Force Majeure.

Appendix A

Page 12

“Fourth

Amendment” has the meaning set forth in the recitals to this Agreement.

“Functional

Obsolescence” shall mean any equipment, fixture, furnishing, facility, structure or any other Component of the Complex

Site that is not dysfunctional (and thus not Physically Obsolete), but is no longer reasonably optimal for its intended purposes or otherwise

does not comply with the standards of Comparable Facilities, by reason of (i) material innovations, inventions or improvements in the

design, manufacture, operation or production of comparable equipment, systems or facilities that render more efficient, more satisfactory

or more technologically advanced service or (ii) business patterns or practices (such as methods for selling tickets or admitting patrons

to the Project Improvements) that require the modification or addition of equipment or facilities.

“GAAP”

means generally accepted accounting principles, applied on a consistent basis, as set forth in Opinions of the Accounting Principles

Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or

their respective successors, which are applicable in the circumstances as of the date in question. Accounting principles are applied

on a “consistent basis” when the accounting principles observed in a current period are comparable in all material respects

to those accounting principles applied in a preceding period.

“GL

Policy for Additional Work” has the meaning set forth in Section 19.1.2(d).

“GL

Policy for Project Improvements Work” has the meaning set forth in Section 19.1.1(d).

“Governmental

Authority” means any Federal, state, or local entity, authority or agency, court, tribunal, regulatory commission or other

body, whether legislative, judicial or executive (or a combination or permutation thereof), including a local government corporation.

The City Parties shall not, in exercising their rights under this Agreement, be considered a Governmental Authority.

Appendix A

Page 13

“Governmental

Authorizations” means all approvals, consents, decisions, authorizations, certificates, confirmations, exemptions, applications,

notifications, concessions, acknowledgments, agreements, licenses, permits, environmental permits, decisions, right of ways, and similar

items from any Governmental Authority.

“Governmental

Function” means any regulatory, legislative, permitting, zoning, enforcement (including police power), licensing or other

functions that City Parties are authorized or required to perform in its capacity as a Governmental Authority in accordance with Applicable

Law. The entering into this Agreement and the performance by a City Party of its obligations under this Agreement shall not be considered

a “Governmental Function.”

“Ground

Estate” means the fee simple estate in the Land, Horizontal Improvements, and other property interests identified in the

Purchase and Sale Agreement that is being conveyed by Sunset Ground at McKinney, LLC to STORE Capital pursuant to the Land Sale, which

expressly excludes the Vertical Improvements, as more particularly described in the Purchase and Sale Agreement.

“Guarantor

Cure Period” has the meaning set forth in Section 23.1.3.

“Guarantor

Election Notice” has the meaning set forth in Section 23.1.3.

“Hazardous

Materials” means (a) any petroleum or petroleum products, metals, gases, chemical compounds, radioactive materials, asbestos,

urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls,

lead paint, putrescible and infectious materials, and radon gas; (b) any chemicals or substances defined as or included in the definition

of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous

wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants”

or “pollutants,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material

or substance, exposure to which is prohibited, limited or regulated by any applicable Environmental Law or Governmental Authority or

which is regulated because of its adverse effect or potential adverse effect on health and the environment including soil and construction

debris that may contain any of the materials described in this definition.

“Horizontal

Improvements” has the meaning set forth in the Purchase and Sale Agreement.

“Impact

Fee Incentive” has the meaning set forth in Section 9.8.2(f).

“Impositions”

means all Property Taxes, all personal property taxes and all possessory interest taxes imposed or assessed upon the Complex Site

(including any interest of Owner or City Party hereunder), on any items of real property or Owner’s Personal Property located

on the Complex Site, all use and occupancy taxes, all excises, levies, license and permit fees, general and special, ordinary and

extraordinary, foreseen and unforeseen, that are, with respect to this Agreement, assessed, levied, charged, confirmed or imposed

upon or with respect to or become payable out of or become a lien on the Complex Site, or the appurtenances thereto, or for any use

or occupation of the Complex Site, or such franchises, licenses and permits as may be appurtenant or related to the use of the

Complex Site, this transaction or any documents to which Owner is a party, creating or transferring an interest or estate in the

Complex Site, or any real estate taxes, assessments, excises, levies or fees, general or special, ordinary or extraordinary,

foreseen or unforeseen (including assessments for public improvements and betterment, and any mass transit, park, child care and art

contributions, assessments or fees) that are levied, imposed or assessed upon the fee simple estate of the Land.

Appendix A

Page 14

“Improvements”

means all improvements, structures, buildings and fixtures of any kind whatsoever, other than trade fixtures that constitute Personal

Property, whether above or below grade, including buildings, the foundations and footings thereof, utility installations, storage, loading

facilities, walkways, driveways, landscaping, signs, site lighting, site grading and earth movement, and all fixtures, plants, apparatus,

appliances, furnaces, boilers, machinery, engines, motors, compressors, dynamos, elevators, fittings, piping, connections, conduits,

ducts and equipment of every kind and description now or hereafter affixed or attached to any of such buildings, structures or improvements

and used or procured for use in connection with the heating, cooling, lighting, plumbing, ventilating, air conditioning, refrigeration,

or general operation of any of such buildings, structures or improvements, and any exterior additions, changes or alterations thereto

or replacements or substitutions therefor.

“Improvements

Estate” means the ownership interest in the Vertical Improvements retained by Sunset Ground at McKinney, LLC upon closing

of the Land Sale, as legally described and severed from the Land and Horizontal Improvements pursuant to the Deed and Purchase and Sale

Agreement, which interest is not being conveyed to STORE Capital pursuant to the Land Sale.

“Inoperable

Condition” means the existence of a condition (but only to the extent the same is not the result of the failure of Owner

to perform its obligations under this Agreement) pursuant to which the operation of the Complex Site, in Owner’s commercially reasonable

business judgment, cannot be practically conducted in the remaining portion of the Complex Site (taking into account the amount of Condemnation

Award available for restoration), due to physical constraints, Applicable Law, provisions of any insurance policy required to be maintained

by Owner pursuant to the terms of this Agreement or the terms, conditions and covenants of this Agreement, in substantially the same

manner as conducted immediately prior to such taking.

“Insolvency

Event” means, with respect to any Person, (a) such Person’s or any of its Major Subsidiaries’ (i) failure

to not generally pay its debts as such debts become due, (ii) admitting in writing its inability to pay its debts generally or (iii)

making a general assignment for the benefit of creditors; (b) any proceeding being instituted by or against such Person or any of

its Major Subsidiaries (i) seeking to adjudicate it a bankrupt or insolvent, (ii) seeking liquidation, winding up, reorganization,

arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or

reorganization or relief of debtors or (iii) seeking the entry of an order for relief or the appointment of a receiver, trustee or

other similar official for it or for any substantial part of its Property and, in the case of any such proceeding instituted against

such Person or any such Major Subsidiary, any such proceeding shall remain undismissed for a period of ninety (90) days or any of

the actions sought in such proceeding shall occur; or (c) such Person’s or any of its Major Subsidiaries’ taking any

corporate action to authorize any of the actions set forth above in this definition.

Appendix A

Page 15

“Insurance

Covenant” means all of the covenants and agreements of Owner with respect to insurance policies and coverages to be maintained

by Owner and its contractors and subcontractors (of any tier) pursuant to and in accordance with this Agreement.

“Insurance

Standard” means such insurance policies, coverage amounts, types of coverage, endorsements or deductibles, as applicable,

that (i) in connection with any Construction Work, that a Reasonable and Prudent Developer or Reasonable and Prudent Operator, as applicable,

would reasonably be expected to obtain, keep and maintain, or require to be obtained, kept and maintained with respect to the Complex

Site and such Construction Work and (ii) with respect to the operation and use of the Complex Site, that a Reasonable and Prudent Operator

would reasonably be expected to obtain, keep and maintain, or require to be obtained, kept and maintained with respect to the Complex

Site and the ownership, operation and use thereof.

“Insured

Casualty Risks” means physical loss or damage from fire, casualty, lightning, windstorm, hail, flooding, earth movement

(including earthquake, landslide, subsidence and volcanic eruption), collapse, water damage, leakage from fire protection equipment or

sprinkler systems, explosion (except steam boiler explosion), smoke, aircraft (including objects falling therefrom), motor vehicles,

riot, riot attending a strike, civil commotion, sabotage, terrorism, vandalism, malicious mischief, theft, civil or military authority

and all other peril (including resultant loss or damage arising from faulty materials, workmanship or design).

“Insured

Materials and Equipment” means all materials intended for incorporation into the Complex Site, whether stored on-site or

off-site, and all machinery, equipment and tools, whether owned, leased or borrowed and brought on-site and/or otherwise utilized but

not incorporated into the Project Improvements, by Owner or Owner’s other contractors and subcontractors, including temporary buildings,

site huts, trailers and offices and their contents and all other property of the insured or in their care, custody or control while at

the construction site or in storage facilities on- or off-site.

“Investment

Termination Date” has the meaning set forth in Section 3.3.2.

“Land”

means the tract of land described in Exhibit A together with all appurtenances thereto.

“Land

Sale” has the meaning set forth in Section 21.1.

“Legal

Holiday” means any day, other than a Saturday or Sunday, on which the City’s administrative offices are closed for

business.

“Lease”

has the meaning set forth in Section 21.1.

“Lease

Assignment in Lieu” has the meaning set forth in Section 21.1.

Appendix A

Page 16

“Lien”

means any mortgage, charge, pledge, lien, privilege, security interest, hypothecation or other encumbrance upon or with respect to any

Property or assets or any kind, whether choate or inchoate, whether real or personal tangible or intangible, now owned or hereafter acquired.

“Maintenance”

means all work (including all labor, supplies, materials and equipment) which is of a routine nature and is reasonably necessary for

the cleaning and routine care of and preventative maintenance and repair for any property, structures, surfaces, facilities, fixtures,

equipment, furnishings, improvements and Components that form any part of the Complex Site in a manner reasonably consistent with the

standards at other Comparable Facilities. Maintenance shall include the following: (i) preventative or routine maintenance that is stipulated

in the operating manuals for the Components; (ii) periodic testing of building systems, such as mechanical, card-key security, fire alarm,

lighting and sound systems; (iii) ongoing trash removal; (iv) regular maintenance procedures for heating, ventilation and air-conditioning,

plumbing, electrical, roof and structural systems and vertical lift systems (e.g., escalators and elevators); (v) painting or

application of protective materials; (vi) cleaning prior to, during and following, and necessary as a direct result of, all events at

the Project Improvements; and (vii) routine changing of light bulbs, ballasts, fuses and circuit breakers as they fail in normal use.

“Maintenance

and Repair Work” has the meaning set forth in Section 14.1.1.

“Major

Subsidiary” or “Major Subsidiaries” means a Subsidiary whose Insolvency Event would reasonably

be expected to have a material adverse effect on the Person in question and/or the operation of the Complex.

“Material

Additional Work” means any Additional Improvements (i) that do not substantially conform in any material respect to the

Permitted Uses or (ii) that constitute material changes or alterations in, to or of the Project Improvements that do not conform to the

Project Specifications or the Project Schematics which have been Approved pursuant to the terms of this Agreement.

“Material

Additional Work Architect” means a Qualified Design Professional.

“Material

Additional Work Construction Contract” means the construction contract to be entered into by Owner with the Material Additional

Work Construction Contractor for the construction of Material Additional Work.

“Material

Additional Work Construction Contractor” means a Qualified Contractor.

“Material

Additional Work Construction Schedule” means a schedule of critical dates relating to the construction of the Material

Additional Work (which dates may be described or set forth as intervals of time from or after the completion or occurrence of the

proceeding task or event), which schedule, shall include the dates for (a) ordering and delivery of critical delivery items, such as

construction components or items requiring long lead time for purchase or manufacture, or items which by their nature affect the

basic structure or system of the Improvements, (b) completion of the Material Additional Work Plans in detail sufficient for

satisfaction of all Applicable Law (including issuance of all necessary Governmental Authorizations), (c) issuance of all

Governmental Authorizations prerequisite to commencement of the Material Additional Work, (d) commencement of the Material

Additional Work and (e) Final Completion of the Material Additional Work. The “Material Additional Work Construction

Schedule” shall be adjusted as appropriate to reflect the delay in the Material Additional Work by Owner resulting

from each occurrence of Excusable Owner Delay in accordance with the provisions of Section 9.1 of this Agreement.

Appendix A

Page 17

“Material

Additional Work Design Contract” means the services contract to be entered into by Owner with respect to the Material Additional

Work Architect for the design of the Material Additional Work and preparation of the Material Additional Work Plans.

“Material

Additional Work Plans” means individually and collectively, the concept drawings, schematic drawings, design development

drawings and detailed working drawings for the Material Additional Work prepared by the Material Additional Work Architect.

“Material

Additional Work Specifications” means schematic design plans for the Material Additional Work showing all elements of the

Material Additional Work and their effect on the Project Improvements (including conceptual plans, schematic plans and design development

plans and specifications), conforming in all respects to the usual and customary standards of the American Institute of Architects for

schematic design plans and submitted to the City for its Approval.

“Material

Additional Work Submission Matters” means all of the following:

(a)

the proposed Material Additional Work Construction Schedule, together with a statement of whether such Material Additional Work shall

require any down time and, if so, the duration and dates for such down time;

(b)

the name and qualifications of the proposed Material Additional Work Architect and the Material Additional Work Construction Contractor;

(c)

the Material Additional Work Specifications; and

(d)

the Material Additional Work Plans.

“Material

Change” means any modification to the Project Improvements that would cause the Project Improvements not to substantially

conform in all material respects to those aspects of the Project Specifications, the Project Schematics, the Project Drawings or the

Project Plans, as applicable, such that (a) the Project Improvements would be materially and adversely impacted with respect to public

accommodation taken as a whole (such as reductions to the number of restrooms or configuration of seats, concessions and support), public

safety, exterior appearance, sustainability, or overall capacity or (b) the overall quality or scope of the Project Improvements would

be materially diminished relative to the overall quality and scope reflected by the previously Approved Project Specifications, Project

Schematics, Project Drawings or Project Plans taken as a whole, as applicable.

Appendix A

Page 18

“Maximum

Lawful Rate” means the maximum non-usurious interest rate, if any, that at any time, or from time to time, may be contracted

for, taken, reserved, charged or received on any indebtedness or other sum becoming due and owing under this Agreement, under Applicable

Law with respect to the Person entitled to collect such interest and such indebtedness or, to the extent permitted by Applicable Law,

under such Applicable Law which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than Applicable

Law now allow.

“MCDC”

has the meaning set forth in the preamble to this Agreement.

“Mechanic’s

Lien” has the meaning set forth in Section 9.5.

“MEDC”

has the meaning set forth in the preamble to this Agreement.

“Modification

of Promissory Note” has the meaning set forth in Section 21.1.

“Mortgage”

means a mortgage, a deed of trust, a security agreement or any other type of security instrument pursuant to which a Lien is granted

to secure Debt.

“Mortgagee”

means the trustee and beneficiary under, and the party secured by, any Mortgage.

“Naming

Rights” has the meaning set forth in Section 25.9.1.

“Non-Appropriation”

means and shall be deemed to have occurred with respect to any payment obligation or other monetary obligation of a City Party (in any

capacity) that may arise under this Agreement during any Agreement Year and for which a City Party is determined to have liability or

responsibility, if a City Party fails to make an Appropriation within sufficient time to avoid a City Party Default under this Agreement;

provided however, Non-Appropriation does not constitute a City Party Default.

“Notice”

has the meaning set forth in Section 21 of Appendix B.

“Open

Records Act” has the meaning set forth in Section 25.5.

“Opinion

Request” has the meaning set forth in Section 25.5.

“Operating

Standard” means the continuous operation, maintenance and repair of the Complex on a full-service basis in a manner consistent

with (i) other First Class amphitheaters in the United States; (ii) current prudent business and management practices applicable to the

operation, repair, maintenance and management of a First Class amphitheater, including compliance with Applicable Law; (iii) the requirements

and limitations set forth in this Agreement; (iv) at a minimum, the standards applicable to other amphitheaters operated by Owner or

an affiliate of Owner; and (v) keeping the Complex in a clean, sanitary and attractive condition, and reasonably calculated to protect

and preserve the assets and the Parties’ investment in the Complex.

“Operator”

shall mean the entertainment promoter entity or entities identified in an Operator Agreement, namely, Live Nation Entertainment,

Inc., Anschutz Entertainment Group, Inc., Oak View Group, LLC, ASM Global, Opry Entertainment Group/Ryman Hospitality Properties,

including approved affiliates thereof, and/or a wholly-owned subsidiary of Owner.

Appendix A

Page 19

“Operator

Agreement” has the meaning set forth in Section 12.3.1.

“Original

Agreement” has the meaning set forth in the preamble to this Agreement.

“Owner”

means Venu Holding Corporation, formerly known as Notes Live, Inc., a Colorado corporation or, as the context may require, Sunset Ground

at McKinney, LLC. The term “Owner” shall include (i) any purchaser of all or any portion of the Land or the Complex Site

(except as set forth in the following proviso), (ii) any purchaser of all or substantially all of the assets or equity interests of Venu

Holding Corporation or Sunset Ground at McKinney, LLC, and (iii) any successor or assign of any of the foregoing (except as set forth

in the following proviso); provided, however, that notwithstanding the foregoing, STORE Capital and any successor fee owner shall be

subject to this Agreement solely to the extent expressly provided in the Recognition Agreement; provided further, however, that J.W.

Roth, Kevin O’Neil, any entity directly or indirectly controlled by J.W. Roth or Kevin O’Neil (individually or jointly),

and any entity purchasing or acquiring fee simple title to all or any portion of the Land or the Complex Site directly or indirectly

from STORE Capital for the benefit of, as nominee for, or as agent of J.W. Roth or Kevin O’Neil, shall not be entitled to the limitations

set forth in the foregoing proviso and shall be subject to all obligations of “Owner” hereunder, regardless of whether such

party acquires fee simple title to all or any portion of the Land or the Complex Site from STORE Capital or any successor fee owner;

and provided further that nothing in this definition limits or affects the personal liability of J.W. Roth or Kevin O’Neil under

the Personal Guaranty. For the avoidance of doubt, to the extent any duty, obligation, or liability under the Development Documents has

been, will be, or is required to be performed by Sunset Ground at McKinney, LLC, the term “Owner” shall also include Sunset

Ground at McKinney, LLC with respect to such duty, obligation, or liability, and Venu Holding Corporation shall not be relieved of, or

be permitted to disclaim, any such duty, obligation, or liability on the basis that such duty, obligation, or liability was or is to

be performed by Sunset Ground at McKinney, LLC rather than Venu Holding Corporation. No transfer, assignment, or conveyance by Owner

of any interest in the Complex Site or the Land, or any rights or obligations under the Development Documents, shall relieve Owner, or

any purchaser, successor, or assign of any of the foregoing, of any duty, obligation, or liability arising under the Development Documents,

unless (i) such transferee or successor has expressly assumed such obligations in writing as required by Section 21.4 and (ii)

the City has expressly released the transferring party in writing, except as provided in the Recognition Agreement with respect to STORE

Capital and any successor fee owner thereunder.

“Owner

Default” has the meaning set forth in Section 23.1.1 and includes the default of Owner, Sunset Ground at McKinney,

LLC, and/or any other party or parties listed in Section 23.1.1.

“Owner

Delay” means any delay by Owner in achieving performance of its obligations under this Agreement, including any of the

deadlines set forth in Section 7.1 of this Agreement with respect to the Project Improvements Work.

Appendix A

Page 20

“Owner

Estate” means, collectively, (i) the fee simple estate in the Land granted to Sunset Ground at McKinney, LLC pursuant to

this Agreement and (ii) all other rights, titles and interest granted to Owner, including Sunset Ground at McKinney, LLC, under this

Agreement. From and after the closing of the Land Sale, if it closes, “Owner’s Estate” shall mean (A) the leasehold

interest in the Ground Estate pursuant to the Lease held by Sunset Ground at McKinney, LLC, any permitted successor or assign under the

Lease, or any other Person that acquires such leasehold interest pursuant to or following a default under the Development Documents or

any related financing documents, (B) the ownership interest in the Vertical Improvements constituting the Improvements Estate held by

Sunset Ground at McKinney, LLC, any permitted successor or assign, or any other Person that acquires such ownership interest pursuant

to or following a default under the Development Documents or any related financing documents, and (C) all other rights, titles, and interests

of Owner under this Agreement, including those held by Sunset Ground at McKinney, LLC or any permitted successor or assign of Sunset

Ground at McKinney, LLC.

“Owner

Liabilities” has the meaning set forth in Section 19.7.1.

“Owner

Representative” has the meaning set forth in Section 2.2.

“Owner’s

Business Interruption Policy” has the meaning set forth in Section 19.1.3(f).

“Owner’s

Excess/Umbrella Policies” has the meaning set forth in Section 19.1.3(d).

“Owner’s

GL Policy” has the meaning set forth in Section 19.1.3(a).

“Owner’s

Remedial Work” has the meaning set forth in Section 9.3.1.

“Owner’s

Risks” has the meaning set forth in Section 7.2.

“Owner’s

Workers’ Compensation Policy” has the meaning set forth in Section 19.1.3(c).

“Parties”

or “Party” has the meaning set forth in the preamble to this Agreement.

“Permitted

Exceptions” means (i) to the extent not amended in writing by the Parties prior to the Closing Date, those certain Encumbrances

upon and/or exceptions to the title to the Complex Site that are referenced and/or described on Exhibit C attached hereto

and (ii) the Complex Site Reservations and all rights to use the Complex Site pursuant thereto.

“Permitted

Project Financing” means one or more loans with a Qualified Lender secured by a Mortgage, together with all modifications,

renewals, supplements, substitutions and replacements thereof, entered into by Owner for the sole purpose of financing or refinancing

Owner’s obligations to design, develop and construct the Project Improvements and to operate the Project Improvements in accordance

with the terms of this Agreement.

“Permitted

Project Financing Holder” means any Qualified Lender that is the owner and holder of any component of a Permitted Project

Financing.

Appendix A

Page 21

“Permitted

Uses” has the meaning set forth in Section 12.1.

“Person”

means any individual, corporation, limited or general partnership, limited liability company, joint venture, association, joint-stock

company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other form of entity.

“Personal

Guaranty” has the meaning set forth in Section 3.3.2.

“Personal

Property” means any and all movable equipment, furniture, trade fixtures and other tangible personal property that are

owned by Owner and located on or within the Complex Site and that do not constitute fixtures and can be removed from the Complex Site

without damage thereto.

“Personal

Property Insurance Policy” has the meaning set forth in Section 19.1.3.

“Physical

Obsolescence” or “Physically Obsolete” shall mean any equipment, fixture, furnishing, facility,

surface, structure or any other Component of the Complex Site that does not comply with Applicable Law or has become dysfunctional due

to defects in design, materials or workmanship, ordinary wear and tear or damage (other than as a result of Owner’s failure to

perform its maintenance obligations under this Agreement). For the purposes of determining if an improvement is Physically Obsolete,

any equipment, fixture, furnishing, facility, surface, structure or any other Component shall be deemed dysfunctional if such equipment,

fixture, furnishing, facility, surface, structure or other Component has deteriorated or has been damaged to a degree that cannot be

remedied through Maintenance (including replacement necessitated by repeated breakdown or failure of a Component despite Maintenance).

“Pledgor”

has the meaning set forth in Section 23.6.

“Preliminary

Base Complex Plan” has the meaning set forth in in Section 11.1.2.

“Pre-Construction

Period” has the meaning set forth in Section 2 of Appendix D.

“Prior

Agreement” means the Original Agreement, as amended by the First Amendment, Second Amendment, Third Amendment, and Fourth

Amendment.

“Prime

Rate” means the rate of interest from time to time reported by the Wall Street Journal’s bank survey.

“Prohibited

Uses” has the meaning set forth in Section 12.2.

“Project

Architect” means BCA-Studios Architects, or such subsequent Qualified Design Professional as Owner identifies in a Notice

to City Parties.

“Project

Construction Contract” means the contract or contracts between Owner and its construction contractors for the Project

Improvements, such Contract to require such contractors to perform such construction work in a good and workmanlike manner and for a

fixed price or a guaranteed maximum price for all such work .

Appendix A

Page 22

“Project

Construction Contract Bond” has the meaning set forth in Section 9.4.4.

“Project

Construction Contract Requirements” has the meaning set forth in Section 9.4.4.

“Project

Construction Documents” means any and all contracts, documents or other instruments entered into by or on behalf of Owner

or any other of its Affiliates for the development, design or construction of the Project Improvements, including the Project Construction

Contract and the Project Design Contract.

“Project

Construction Schedule” means a schedule of critical dates relating to the Project Improvements Work and the Commencement

of Operations (which dates may be described or set forth as intervals of time from or after the completion or occurrence of the preceding

task or event), which schedule shall include the estimated dates for (i) ordering and delivering of critical delivery items, such as

construction components or items requiring long lead time for purchase or manufacture, or items which by their nature affect the basic

structure or systems of the Project Improvements, (ii) completion of the Project Plans in detail sufficient for satisfaction of all Applicable

Law (including issuance of necessary building permits), (iii) issuance of all Governmental Authorizations and satisfaction of all Applicable

Law prerequisite to commencement of the Project Improvements Work, (iv) commencement of any of Owner’s Remedial Work and all other

Project Improvements Work, (v) Substantial Completion of the Project Improvements and (vi) all material elements of pre-opening services.

The Project Construction Schedule shall be adjusted as appropriate to reflect the delay in the Project Improvements Work by Owner resulting

from each occurrence of Excusable Owner Delay in accordance with the provisions of this Agreement. City Parties have Approved the Project

Construction Schedule attached hereto as Exhibit E.

“Project

Contractor” means BCA-Studios Architects, Crossland Construction Company, Inc., or another Qualified Contractor.

“Project

Costs” means all documented, direct, out-of-pocket third party costs incurred or to be incurred by Owner, Project Contractor

and the Project Architect and their respective other contractors, consultants, subcontractors and subconsultants in order for Owner to

fulfill its obligations under this Agreement to cause Final Completion of the Project Improvements Work, including all amounts payable

to a third party under any of the Project Construction Documents. Project Costs shall not include (i) general and administrative costs

of Owner or any Affiliate of Owner in connection with the Project Improvements Work, (ii) any bankers’ fees, interest and other

expenses of financing, (iii) permit fees, utility connection fees and utility costs and similar matters for which participation is not

possible, (iv) working capital, (v) the cost of any merchandise, food or beverages or (vi) legal fees or other costs incurred in connection

with negotiation or entering into this Agreement.

Appendix A

Page 23

“Project

Design Contract” means the Architectural Services Agreement between Owner and the Project Architect for the design of the

Project Improvements and preparation of the Project Plans, or such subsequent Project Design Contract as is executed by Owner with a

subsequent Project Architect in accordance with the terms of this Agreement.

“Project

Documents” means this Agreement and all other documents, instruments and agreements entered into between City Parties and

Owner during the Term in connection with the transactions contemplated by this Agreement, as such documents, instruments and agreements

may be amended, supplemented, modified, renewed or extended from time to time.

“Project

Drawings” means the design development plans and drawings and final site elevations for the Project Improvements prepared

by the Project Architect and delivered by Owner to City Parties for confirmation in accordance with the terms of this Agreement, and

which are sufficient in detail to allow City Parties to determine whether the same conform in all material respects to the Project Specifications

and the Project Schematics.

“Project

Improvements” means the Improvements and the Personal Property described in the Project Specifications, Project Schematics,

Project Drawings and Project Plans.

“Project

Improvements Work” means the design, development and construction of the Project Improvements in accordance with the terms

of this Agreement.

“Project

Plans” means the detailed working construction drawings for the Project Improvements prepared by the Project Architect

and delivered by Owner to City Parties for confirmation in accordance with the terms of this Agreement.

“Project

Schematics” means the concept drawings, schematic drawings and preliminary elevations for the Project Improvements prepared

by the Project Architect and delivered to City Parties for Approval in accordance with the terms of this Agreement and which (i) show

in reasonable detail all proposed buildings, structures, fixtures, signage, facilities, equipment and other improvements to be constructed

as part of the Project Improvements Work, (ii) identify in reasonable detail all uses to be made of each area at the Complex Site (including

areas within the Project Improvements) and (iii) be consistent with, and show in reasonable detail, the elements of the Project Specifications.

“Project

Specifications” has the meaning set forth in Section 9.1.2, as may be modified by Material Additional Work Submission

Matters that have been Approved by City Parties pursuant to the terms of this Agreement, as and if required.

“Promissory

Note” means that certain Promissory Note dated as of January 14, 2025, by Owner, as maker, payable to the order of MEDC,

as payee, in the original principal amount of up to Twenty-Five Million and No/100 Dollars ($25,000,000.00), as amended by the Modification

of Promissory Note and as the same may be further amended, extended, and modified from time to time, secured by the Deed of Trust.

“Property”

means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Appendix A

Page 24

“Property

Taxes” means any real estate ad valorem taxes and assessments, or any other similar form of tax or assessment now or hereinafter

levied and assessed against the property in question.

“Purchase

and Sale Agreement” means the Purchase and Sale Agreement, dated as of October 19, 2026, between STORE Capital and Sunset

Ground at McKinney, LLC relating to STORE Capital’s purchase of the Ground Estate.

“Qualified

Contractor” means a general contractor that, on the date its name and qualifications are submitted to City, and if such

general contractor thereafter becomes (or replaces the prior) Project Contractor, at all times until Final Completion of the Project

Improvements Work, shall satisfy all of the following criteria:

(a)

licensed and otherwise in compliance with all Applicable Law to do business and act as a general contractor in the State of Texas and

the City of McKinney, Texas for the type of work proposed to be performed by such contractor;

(b)

possessed of the capacity to obtain payment and performance bonds in the full amount of the pertinent construction contract from a Qualified

Surety;

(c)

well experienced as a general contractor in comparable work; and

(d)

neither such general contractor nor its Affiliate is in default under any material obligation to a City Party under any other contract

between such contractor or its Affiliate and such City Party.

“Qualified

Design Professional” means an architect that, on the date its name and qualifications are submitted to City, and if such

architect thereafter becomes the Project Architect, at all times until Final Completion of the Project Improvements Work, satisfies all

of the following criteria:

(i)

Licensed and otherwise in compliance with all Applicable Law to do business and act as an architect in the State of Texas and in the

City of McKinney, Texas for the type of work proposed to be performed by such architect;

(ii)

Well experienced as an architect in comparable work; and

(iii)

Neither such architect nor any of its Affiliates is in default under any material obligation to a City Party under any other contract

between such architect or any of its Affiliates and such City Party.

Notwithstanding

the foregoing, BCA-Studios Architects satisfies the requirements of a Qualified Design Professional for purposes of qualifying as the

Project Architect.

Appendix A

Page 25

“Qualified

Lender” means a Person which is a state or federally chartered savings bank, savings and loan association, credit

union, commercial bank or trust company or a foreign banking institution; an insurance company organized and existing under the laws

of the United States or any state thereof or a foreign insurance company; an institutional investor such as, without limitation, a

publicly held real estate investment trust, an entity that qualifies as a “REMIC” under the Internal Revenue Code of

1986, as amended, or other public or private investment entity or individual which at the date hereof or in the future, is in the

business of investing in the real estate assets or making real estate loans, a mutual fund, hedge fund or investment trust; a

brokerage or investment banking organization; an employees’ welfare, benefits, pension or retirement fund; an institutional

leasing company; any governmental agency or entity insured by a governmental agency or any combination of the foregoing.

“Qualified

Surety” means any surety which has been approved by City and which has an A.M. Best Company, Inc. rating of “A-”

or better and a financial size category of not less than “VIII” (or, if A.M. Best Company, Inc. no longer uses such rating

system, then the equivalent or most similar ratings under the rating system then in effect, or if A.M. Best Company, Inc. is no longer

the most widely accepted rater of the financial stability of sureties providing coverage such as that required by this Agreement, then

the equivalent or most similar rating under the rating system then in effect of the most widely accepted rater of the financial stability

of such insurance companies at the time).

“Reasonable

and Prudent Developer” means a developer of projects similar in scope, size and complexity to the Complex Site seeking

in good faith to perform its contractual obligations and in so doing and in the general conduct of its undertakings, exercises that degree

of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced developer

of projects similar to the Complex Site complying with all Applicable Law and engaged in the same type of undertaking.

“Reasonable

and Prudent Operator” means a reasonable and prudent operator of projects similar in scope, size and complexity to the

Project Improvements seeking in good faith to perform its contractual obligations and in so doing and in the general conduct of its undertakings

exercises that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and

experienced operator of Comparable Facilities complying with all Applicable Law and engaged in the same type of undertaking.

“Recognition

Agreement” means the Consent, Recognition, Subordination, Nondisturbance, and Development Agreement Protection Agreement,

effective as of October 19, 2026, by and among the City, MEDC, MCDC, Venu Holding Corporation, Sunset Ground at McKinney, LLC, Venu Presents,

LLC, and STORE Capital.

“Related

Party” or “Related Parties” means with respect to any Person, such Person’s partners,

directors, officers, shareholders, members, agents, employees, auditors, advisors, consultants, servants, counsel, contractors,

subcontractors (of any tier), Owners, licensees, sublicensees (of any tier), lenders, successors, assigns, legal representatives,

elected and appointed officials, volunteers and Affiliates, and for each of the foregoing their respective partners, directors,

officers, shareholders, members, agents, employees, auditors, advisors, counsel, consultants, contractors, subcontractors,

licensees, sublicensees, Owners. For the avoidance of doubt, in no event shall a City Party be deemed or considered a “Related

Party” of another City Party and in no event shall Owner or any of its Related Parties be deemed or considered to be a

“Related Party” of a City Party.

Appendix A

Page 26

“Responsible

Officer” means with respect to the subject matter of any certificate, representation or warranty of any Person contained

in this Agreement, an authorized officer of such Person (or in the case of a partnership, an individual who is a general partner of such

Person or such an authorized officer of a general partner of such Person) who, in the normal performance of his operational responsibility,

would have knowledge of such matter and the requirements with respect thereto.

“Review

and Approval Rights” has the meaning set forth in Section 11.4.1.

“Reviewing

Party” has the meaning set forth in Section 11.4.1.

“Sale-Leaseback

Transaction” has the meaning set forth in Section 21.1.

“Second

Amendment” has the meaning set forth in the recitals to this Agreement.

“Security

Agreement” has the meaning set forth in Section 23.6.

“Separated

Materials Contract” means a construction contract in the amount of $5,000,000.00 or more for construction of the Complex

Site.

“Separated

Materials Tax Grant” has the meaning set forth in Section 9.8.2(e).

“Signage”

means all signage (permanent or temporary, regardless of medium, including digital, projection or otherwise) in or on the Complex Site,

including scoreboards, jumbotron or other replay screens, banners, displays, time clocks, message centers, advertisements, signs and

marquee signs.

“State”

means the State of Texas.

“STORE

Capital” means STORE Capital Acquisitions, LLC, a Delaware limited liability company.

“Submitting

Party” has the meaning set forth in Section 11.4.1.

“Subsidiary”

means, for any specified Person, an Affiliated Person who is controlled by the specified Person, directly or indirectly, through one

or more intermediaries.

Appendix A

Page 27

“Substantial

Completion” means, (i) when used with respect to the Project Improvements Work or any component of the Project

Improvements Work, (A) the substantial completion of all aspects of such work and Improvements in accordance in all material

respects with the Project Plans (as Approved pursuant to the terms of this Agreement, as and if required) and with Applicable Law

and in accordance in all material respects with the requirements for the same contained in this Agreement such that, subject only to

minor punch-list type items, all such work and Improvements are complete and, regardless of such punch-list type items,

substantially all of the Improvements are ready for use and occupancy for their intended purposes and are operational in accordance

with the Operating Standard and (B) the receipt of all Governmental Authorizations then necessary to Commence Operations and (ii)

when used with respect to Additional Work or any component of Additional Work, (A) the substantial completion of all aspects of such

work and Improvements in accordance in all material respects with Applicable Law (and with respect to Material Additional Work only,

the Material Additional Work Plans) and in accordance in all material respects with the requirements for the same contained in this

Agreement such that, subject only to minor punch-list type items, all such work and Improvements are complete and, regardless of

such punch-list type items, all of the Improvements are ready for use and occupancy for their intended purposes and are operational

in accordance with the Operating Standard and (B) the receipt of all Governmental Authorizations then necessary to commence or

resume, as applicable, operations of the Complex Site pursuant to the terms of this Agreement.

“Substantially

All of the Complex Site” has the meaning set forth in Section 20.2.1.

“Suite”

has the meaning set forth in Section 12.8.1.

“Tax

Proceeding” has the meaning set forth in Section 13.2.1.

“TCO”

or “Temporary Certificate of Occupancy” has the meaning set forth in Section 3.3.2.

“Term”

has the meaning set forth in Section 5.1.

“Third

Amendment” has the meaning set forth in the recitals to this Agreement.

“Ticket

Fee” has the meaning set forth in Section 12.3.2.

“Total

Project Costs” means all costs directly incurred by Owner or its Affiliates through the date Owner obtains a Certificate

of Occupancy for the design, construction and development of the Project Improvements that conform to the Project Plans for Project Improvements

(as Approved pursuant to the terms of this Agreement, as and if required) in accordance with the terms of this Agreement, including the

cost of such Project Improvements, furniture, trade fixtures, equipment and other personal property, construction, architectural, engineering

and design costs and fees, legal fees, contractor’s fees, development fees, permits and approvals from Governmental Authorities,

title examination and surveying costs, financing fees, and other transactional costs.

“Transfer”

has the meaning set forth in Section 21.1.

“Use

Agreement” means a use, lease, sublease, license, concession, occupancy or other agreement for the use or occupancy of

any designated space or designated facilities within the Complex Site for any Permitted Use.

“Utility

Upgrade and Extension Costs” has the meaning set forth in Section 14.2.2.

“Vertical

Improvements” has the meaning set forth in the Purchase and Sale Agreement.

Appendix A

Page 28

APPENDIX

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Governing

Provisions

The

following Governing Provisions shall apply to and govern this Agreement.

Accounting Terms and Determinations. Unless otherwise specified, all accounting terms used in this Agreement shall be interpreted,

all determinations with respect to accounting matters thereunder shall be made, and all financial statements and certificates and reports

as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP.

Survival. Subject to Section 20.6, upon expiration or termination of this Agreement, Owner’s covenants, representations

and agreements in Article XXII shall survive such expiration or termination and shall remain in full force and effect until the

later of the date (the “Expiration Date”) that is (i) two (2) years after the Agreement Expiration Date and

(ii) the date of payment in full of all amounts payable under this Agreement for which claims have been made in writing by the Party

due such payment on or before the date set forth in the preceding clause (i) of this Section 2; provided, however, that

it is understood and agreed that this Agreement shall continue in full force and effect with respect to all claims made in writing by

either Party on or before the Expiration Date until such claims are paid in full. In addition, the following terms and provisions of

this Agreement shall survive any expiration or termination of this Agreement: Article I, Article IV, Section 5.1, Article VII,

Section 9.4.3, Section 11.5, Article XII, Article XIII, Section 17.3, Section 19.1.2, Section 19.6,

Section 19.7, Section 19.8, Section 20.1.1, Section 20.6, Article XXI, Section 23.1, Section

23.2, Section 23.5, Article XXIV, Section 25.1, Appendix A (as to provisions that survive termination

or expiration of this Agreement), Appendix B, and Appendix C.

Severability. If any term or provision of this Agreement, or the application thereof to any Person or circumstances, shall

to any extent be invalid or unenforceable in any jurisdiction, as to such jurisdiction, the remainder of this Agreement, or the application

of such term or provision to the Persons or circumstances other than those as to which such term or provision is held invalid or unenforceable

in such jurisdiction, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to

the fullest extent permitted by Applicable Law and any such invalidity or unenforceability in any jurisdiction shall not invalidate or

render unenforceable such provision in any other jurisdiction. To the extent permitted by Applicable Law, the Parties hereby waive any

provision of law that renders any provision thereof prohibited or unenforceable in any respect.

4. Entire

Agreement; Amendment. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter

hereof and supersedes all prior written and oral agreements and understandings with respect to such subject matter, including that

certain Term Sheet dated March 5, 2024 by and among the City Parties and Owner. Neither this Agreement nor any of the terms thereof

may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the Party

against which the enforcement of the termination, amendment, supplement, waiver or modification shall be sought.

Appendix B

Page 1

Table of Contents; Headings; Exhibits. The table of contents, if any, and headings, if any, of the various articles, sections

and other subdivisions of this Agreement are for convenience of reference only and shall not modify, define or limit any of the terms

or provisions of this Agreement. All Appendices, Schedules and Exhibits attached to this Agreement are incorporated herein by reference

in their entirety and made a part hereof for all purposes; provided, however, that in the event of a conflict between the terms

of the text of this Agreement and any Appendices, Schedules or Exhibits, the text of this Agreement shall control.

Parties in Interest; Limitation on Rights of Others. The terms of this Agreement shall be binding upon, and inure to the

benefit of, the Parties and their permitted successors and assigns. Nothing in this Agreement, whether express or implied, shall be construed

to give any Person (other than the Parties and their permitted successors and assigns and as expressly provided herein) any legal or

equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained therein or

any standing or authority to enforce the terms and provisions of this Agreement.

Counterparts. This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and

delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. All signatures need

not be on the same counterpart.

Law. THIS AGREEMENT AND THE ACTIONS OF THE PARTIES SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,

THE LAWS OF THE STATE OF TEXAS (EXCLUDING PRINCIPLES OF CONFLICT OF LAWS).

Court Proceedings. Subject to Section 11.5 of the Agreement, any suit, action or proceeding against any Party arising

out of or relating to this Agreement, any transaction contemplated hereby or, if applicable, any arbitration judgment entered in respect

of any thereof may be brought in any Federal court that includes, or state court located in, the City of McKinney, Texas, and the Parties

hereby submit to the nonexclusive jurisdiction of such courts for the purpose of any such Suit, action or proceeding. To the extent that

service of process by mail is permitted by Applicable Law, the Parties irrevocably consent to the service of process in any such Suit,

action or proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for

Notice provided for in this Agreement. The Parties irrevocably agree not to assert any objection that they may ever have to the laying

of venue of any such suit, action or proceeding in any Federal or state court located in the City of McKinney, Texas, and any claim that

any such Suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees not to bring

any action, suit or proceeding against the other Party arising out of or relating to this Agreement or any transaction contemplated hereby

except in a Federal court that includes, or state court located in, the City of McKinney, Texas.

Appendix B

Page 2

10. No

Limitation on City Parties’ Governmental Functions. The Parties acknowledge that each City Party is a Governmental

Authority, and that no representation, warranty, consent, Approval or agreement in this Agreement by a City Party shall be binding

upon, constitute a waiver by or estop the City Party from exercising any of its rights, powers or duties in connection with its

Governmental Functions nor shall any portion of this Agreement be deemed to waive any immunities granted to a City Party when

performing its Governmental Functions, which are provided under Applicable Law. Any consent to jurisdiction by a City Party is only

with respect to matters arising in its capacity as a Party to this Agreement and expressly does not constitute a waiver of such City

Party’s legal immunity or a consent to jurisdiction for any actions, omissions or circumstances, in each case solely arising

out of the performance of the City Party’s Governmental Functions. It is acknowledged that Owner’s rights and remedies

in connection with any injury, damage or other Claim resulting from any action, omission or circumstances arising out of a City

Party’s exercise of its Governmental Functions shall be governed by the laws and regulations concerning Claims against the

City Party as a Governmental Entity (which rights and remedies against the City Party with regard to actions by such City Party in

exercising its Governmental Functions to remain unaffected by this Agreement.

11.

Non-liability of City Parties’ Officials and Owner’s Employees. No member of any legislative, executive, or

administrative body of, or affiliated with a City Party or its Related Parties, and no official, agent, employee or representative of

a City Party or its Related Parties shall be personally liable to Owner or any Person holding by, through or under Owner, for any actions

taken in his or her capacity as an official, agent, employee or representative of such Person in the event of any default or breach by

a City Party, or for any amount that may become due to Owner or any Person holding by, through or under Owner, or for any other obligation,

under or by reason of this Agreement. No officer, director, shareholder, member, agent, employee or representative of Owner or its Related

Parties shall be personally liable to a City Party or any Person holding by, through or under a City Party, for any actions taken in

his or her capacity as an officer, director, shareholder, agent, employee or representative of such Person in the event of any default

or breach by Owner, or for any amount that may become due to a City Party or any Person holding by, through or under a City Party, or

for any other obligation, under or by reason of this Agreement.

12.

Payment on Business Days. If any payment under such instrument is required to be made on a day other than a Business Day,

the date of payment shall be extended to the next Business Day.

13.

Time. Times set forth in this Agreement for the performance of obligations shall be strictly construed, time being of the

essence of this Agreement. All provisions in this Agreement which specify or provide a method to compute a number of days for the performance,

delivery, completion or observance by a Party of any action, covenant, agreement, obligation or Notice hereunder shall mean and refer

to days, unless otherwise expressly provided. However, if the date specified or computed under such instrument for the performance, delivery,

completion or observance of a covenant, agreement, obligation or Notice by either Party, or for the occurrence of any event provided

for herein, shall be a day other than a Business Day, then the date for such performance, delivery, completion, observance, or occurrence

shall automatically be extended to the next calendar day that is Business Day.

Appendix B

Page 3

14.

Interpretation and Reliance. No presumption shall apply in favor of any Party in the interpretation of this Agreement or

in the resolution of any ambiguity of any provision hereof.

15.

Attorneys’ Fees. If any Party to this Agreement defaults in the performance of any covenants, obligations or agreements

of such Party contained in this Agreement and the other Party hereto places the enforcement of this Agreement, or any part thereof, or

the exercise of any other remedy therein provided for such default, in the hands of an attorney who files suit upon the same (either

by direct action or counterclaim) or, if applicable, seeks arbitration to handle same, the non-prevailing Party shall pay to the prevailing

Party its reasonable attorneys’ fees, costs of arbitration and costs of court. In addition to the foregoing award of attorneys’

fees to the prevailing Party, the prevailing Party shall be entitled to its attorneys’ fees incurred in any post-judgment proceedings

to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment

or award on this Agreement.

16.

Joint and Several Liability. If Owner at any time comprises more than one Person, all such Persons shall be jointly and

severally liable for performance of every obligation of Owner under this Agreement.

17.

Relationship of the Parties; No Partnership. The relationship of Owner and the City Parties under this Agreement is that

of independent parties, each acting in its own best interests, and notwithstanding anything in this Agreement to the contrary, no aspect

of this Agreement shall create or evidence, nor is it intended to create or evidence, a partnership, joint venture or other business

relationship or enterprise between Owner and City Parties. As such, City Parties shall have no direct supervision of or obligation to

the employees of Owner and any communication of employee matters shall be through the Owner Representative.

19.

Covenants Running with the Estates in Land. This Agreement and all amendments thereto and assignments hereof shall be recorded

in the real property records of Collin County, Texas. The Parties covenant and agree that all of the conditions, covenants, agreements,

rights, privileges, obligations, duties, specifications, and recitals contained in this Agreement, except as otherwise expressly stated

herein, shall be construed as covenants running with title to the Land, Complex Site, and the Owner Estate, respectively, which shall

extend to, inure to the benefit of and bind City, MEDC, and Owner, and their respective permitted successors and assigns, including without

limitation any purchaser of all or any portion of the Land or the Complex Site and any purchaser of all or substantially all of the assets

or equity interests of Owner, to the same extent as if such successors, assigns, and purchasers were named as original parties to this

Agreement.

20.

Payments by Either Party. All payments required to be made by either Party to the other Party pursuant to the terms of

this Agreement shall be paid in such freely transferable coin or currency of the United States as at the time of payment shall be legal

tender for the payment of public and private debts at the receiving Party’s address for payments as set forth in Appendix

C. All payments shall be deemed paid and received only when actually received by the other Party and, in the event of payment

by check, other than a cashier’s check or certified check, shall not be considered to have been actually received in the event

of the failure of such check to clear the receiving Party’s account.

21.

Notice. Each provision of this Agreement and other requirements with reference to the sending, mailing or delivery of any

Notice, direction, Approval, instructions, request, reply, advice, confirmation and other communications (hereinafter severally and collectively

called “Notice”), or with reference to the making of any payment by Owner to City Parties, shall have been

complied with when and if the procedures described in this Section 21 have been complied with by the Party giving such Notice.

All Notices must be in writing and given to such Party at the address set forth in Appendix C to this Agreement or at such

other address as such Party shall designate by delivering to the other Party five (5) days’ Notice thereof and shall be (i) sent

by pre-paid, registered or certified U.S. Mail with return receipt requested, (ii) delivered personally with receipt of delivery, (iii)

sent by nationally recognized overnight courier (e.g. Federal Express) with electronic tracking or (iv) sent by electronic mail

with a copy to follow by U.S. Mail postage prepaid) to the Party entitled thereto. Such Notices shall be deemed to be duly given or made

(i) in the case of U.S. mail in the manner provided above, three (3) Business Days after posting, (ii) if delivered personally with receipt

of delivery, when actually delivered by hand and receipted unless such day is not a Business Day, in which case such delivery shall be

deemed to be made as of the next succeeding Business Day, (iii) if sent by nationally recognized overnight courier with electronic tracking

service, the next Business Day after depositing same with such overnight courier before the overnight deadline, and if deposited with

such overnight courier after such deadline, then the next succeeding Business Day or (iv) in the case of facsimile (with confirmation

of receipt by the sending machine and a copy to follow by U.S. Mail, postage prepaid), when sent so long as it was received during normal

Business Hours of the receiving Party on a Business Day and otherwise such delivery shall be deemed to be made as of the next succeeding

Business Day. Each Party hereto shall have the right at any time and from time to time to specify additional parties (“Additional

Addressees”) to whom Notice thereunder must be given, by delivering to the other Party five (5) days’ Notice thereof

setting forth a single address for each such Additional Addressee; provided, however, that no Party shall have the right to designate

more than two (2) such Additional Addressees.

Appendix B

Page 4

APPENDIX

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Address

for Payment and Notices

CITY:

CITY OF MCKINNEY, TEXAS, a Texas home rule municipal corporation

(1)

Notices

and Payments to City. Any notices and payments to City shall be given to City at the following address:

City

of McKinney, Texas

City

Hall

222

N. Tennessee

McKinney,

Texas 75069

Attention:

City Manager

Email:

***

Phone:

***

with

sufficient information to identify the source of such funds, and with copies of all notices relating to defaults, remedies or indemnification

being sent to:

Mark

Houser

City

Attorney

City

of McKinney, Texas

222

N. Tennessee

McKinney,

Texas 75069

Email:

***

MEDC:

MCKINNEY ECONOMIC DEVELOPMENT CORPORATION, a non-profit development corporation

(1)

Notices

and Payments to MEDC. Any notices and payments to MEDC shall be given to MEDC at the following address:

McKinney

Economic Development Corporation

7300

SH 121 SB Suite 200

McKinney,

Texas 75070

Attention:

President and CEO

Email:

***

Phone:

***

with

sufficient information to identify the source of such funds, and with copies of all notices relating to defaults, remedies or indemnification

being sent to:

Mark

Houser

City

Attorney

City

of McKinney, Texas

222

N. Tennessee

McKinney,

Texas 75069

Email:

***

Appendix C

Page 1

MCDC:

MCKINNEY COMMUNITY DEVELOPMENT CORPORATION, a non-profit development corporation

(1)

Notices

and Payments to MCDC. Any notices and payments to MCDC shall be given to MCDC at the following address:

McKinney

Community Development Corporation

7300

SH 121 SB Suite 200

McKinney,

Texas 75070

Attention:

President

Email:

***

Phone:

***

with

sufficient information to identify the source of such funds, and with copies of all notices relating to defaults, remedies or indemnification

being sent to:

Mark

Houser

City

Attorney

City

of McKinney, Texas

222

N. Tennessee

McKinney,

Texas 75069

Email:

***

OWNER:

VENU HOLDING CORPORATION

(1)

Notices

and Payments to Owner. All payments to Owner shall be given to Owner at the following address:

Venu

Holding Corporation

1755

Telstar, Suite 501

Colorado

Springs, CO 80920

Attention:

Robert M. Mudd

Email:

***

and

a copy to:

Venu

Holding Corporation

1755

Telstar, Suite 501

Colorado

Springs, CO 80920

Attention:

W. Wade Beavers

Email:

***

Appendix C

Page 2

APPENDIX

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Site

Access Terms

MEDC and the other City Parties hereby grant Owner a non-exclusive license (the “License”) to enter the Complex

Site during the Pre-Construction Period (as defined below) for the limited purpose of performing the Due Diligence Work.

The License shall commence on the Effective Date and expire on the earlier to occur of (a) the termination of this Agreement and (b)

the Effective Date (the “Pre-Construction Period”).

The “Due Diligence Work” shall be limited to such tests, studies, or inspections deemed necessary or appropriate

by Owner in order to evaluate the physical condition of the Complex Site including (i) an environmental audit of the Complex Site and

(ii) taking air, soil, water and any other samples necessary to complete any such environmental audit of the Complex Site; provided

that prior to accessing the Complex Site or performing any Due Diligence Work, Owner shall provide City Parties with a detailed,

written description of the Due Diligence Work to be performed in connection with such access including the type of tests to be performed,

and the time during which such access shall be undertaken (the “Work Notice”) for City’s approval, with

such approval not to be unreasonably withheld. The Work Notice shall be provided by Owner to City Parties at least three (3) Business

Days prior to the proposed Due Diligence Work in question is to be undertaken. Any Due Diligence Work consented to by City shall be performed

in accordance with the terms and conditions of City’s consent, if any.

The Due Diligence Work shall be performed during reasonable business hours and City Parties shall have the right to have a City Representative

present during the performance of all Due Diligence Work.

Owner shall, and shall cause its contractors, subcontractors (of any tier), agents, representatives, consultants, employees and servants,

to conduct the Due Diligence Work in a commercially reasonable manner and in compliance with all Applicable Law.

If the Agreement is terminated prior to the Effective Date or if the Complex Site is damaged in any manner as a result of any entry upon

or use or occupancy of the Complex Site or performance of any Due Diligence Work by Owner or any of its agents, employees, servants,

representatives, consultants, contractors or subcontractors, Owner shall, at its sole cost and expense, promptly and with due diligence

fully restore and repair the Complex Site to the same condition as existed prior to such entry, use or occupancy or the performance of

the Due Diligence Work.

Owner covenants and agrees that any person or entity, whether a direct employee of Owner or not, that performs any portion of the

Due Diligence Work shall (i) possess any and all necessary licenses, certifications and/or permits required by Applicable Law to

perform the portion of the Due Diligence Work in question, (ii) be well qualified and skilled with respect to the Due Diligence Work

to be performed by such person or entity and (iii) maintain the same insurance required to be maintained by Owner pursuant to the

terms of Section 11 of this Appendix D and shall evidence same to City Parties prior to performing such Due

Diligence Work.

Appendix D

Page 1

Owner agrees to provide City Parties with a copy of any inspection or test report prepared in connection with any Due Diligence Work

(the “Due Diligence Reports”) within five (5) Business Days after its receipt thereof and prior to the issuance

of any final version of such report so that City Parties may have an opportunity to object to or dispute any information contained in

any Due Diligence Report. Owner shall provide City Parties with a copy of the final version of all Due Diligence Reports and cause the

same to be issued in such a manner that shall permit City Parties to be legally entitled to rely on such Due Diligence Reports.

Owner covenants and agrees not to reveal to any third party not approved in writing by City the results of its Due Diligence Work or

any Due Diligence Reports, provided that (A) Owner lenders, attorneys and consultants shall be deemed to have been approved by

City to the extent that such disclosure to such lender, attorney or consultant is reasonably necessary in connection with performing

his or her role as a lender, counselor or consultant regarding Owner’s proposed development of the Complex Site and provided that

Owner causes such lender, attorney or consultant to maintain such information confidential and (B) Owner may disclose the results of

its Due Diligence Work or Due Diligence Reports if it is required to do so by Applicable Law, so long as (x) such disclosure is limited

to the extent, and only to the extent, required by such Applicable Law and (y) Owner immediately discloses such requirement to City Parties

and prior to disclosure as required by such Applicable Law, to the extent it is permitted to do so under such Applicable Law, so as to

afford City Parties an opportunity to prevent such disclosure.

10.

Owner’s indemnification obligations set out in Section 19.7 shall expressly apply to the Pre-Construction Period.

11.

Prior to and at all times during the performance of the Due Diligence Work, Owner shall, and shall require all contractors and subcontractors

of every tier to provide, the insurance coverages described below, with commercially reasonable deductibles for their own account, on

policy forms reasonably acceptable to City and with limits not less than those shown below, all of which shall be provided at the sole

cost and expense of Owner or its contractors and subcontractors:

TYPE

OF INSURANCE

MINIMUM

LIMITS

Commercial

General Liability

Per

Occurrence

$5,000,000

Automobile

Liability

(All

owned, Non-owned and Hired)

Combined

Single Limit

$1,000,000

Workers’

Compensation

Statutory

Employer’s

Liability

$1,000,000

Appendix D

Page 2

Further,

Owner agrees to provide or cause any transporter of contaminated media or other wastes associated with the Due Diligence Work to provide

insurance coverage that shall cover any occurrences taking place during the shipment of such wastes. Each of the insurance policies required

to be maintained pursuant to this Section 11 shall (i) name City as an additional insured, except for any Workers’ Compensation

policies, (ii) be primary to any insurance carried by City (and that such insurance, if any, shall be excess and non-contributory), (iii)

provide for waivers of subrogation (iv) be effected under policies issued by insurers approved by City and which have an A.M. Best Company,

Inc. rating of “A-” or better and a financial size category of not less than “VI” and (v) carry such endorsements

as are appropriate or customary for the performance of the Due Diligence Work in question. With respect to the commercial general liability

policy, such policy shall (i) afford protection, on an occurrence basis, against liability arising out of personal injury, bodily injury

and death and/or property damage arising from, out of or related to the Due Diligence Work or any entry upon, access to, from or across

or use of the Complex Site by Owner or any of its employees, contractors, subcontractors, servants, agents or representatives and (ii)

contain the following endorsements: (a) blanket contractual liability sufficient to cover Owner indemnification obligations hereunder,

(b) cross liability endorsement, (c) broad form property damage coverage, (d) fire legal coverage, (e) premise and operations coverage

with explosion, collapse and underground exclusions deleted, (f) an endorsement (or, at Owner’s option, equivalent coverage under

a separate policy) providing for protection from pollution liability, (g) personal injury and advertising injury and (h) owners and contractors

protective coverage.

12.

Owner shall and, shall require its contractors and subcontractors of any tier to, furnish to City prior to commencing any Due Diligence

Work, certificates (on the ACORD 28 form) evidencing that the insurance required pursuant to Section 11 of this Appendix

D is in force. The certificates shall provide that in the event of cancellation or material change to coverage, thirty (30) days’

prior written notice shall be given to City. The compliance of Owner and its contractors and subcontractors with the provisions of this

Appendix D and the limits of liability shown for each of the insurance coverages to be provided by Owner and its contractors

and subcontractors shall not be deemed to constitute a limitation of Owner liability for any claims or in any way limit, modify or otherwise

affect Owner indemnification obligations. The insolvency, bankruptcy or failure of any insurance company carrying insurance for Owner

or its contractors or subcontractors, or the failure of any insurance company to pay claims accruing shall not be held to waive or invalidate

any of the provisions of this Appendix D.

13.

Neither Owner nor any of its agents, employees, servants, representatives, consultants, contractors or subcontractors shall (i) alter

the Complex Site in any manner, (ii) construct any structures upon the Complex Site, (iii) excavate any portion of the Complex Site (unless

consented to as part of the Due Diligence Work pursuant to the terms of this Agreement) or (iv) remove or damage any trees or vegetation.

14.

Owner shall not permit any mechanic’s or other lien or security interest to be filed against the Complex Site as a result of

any activities by Owner or any of its agents, employees, servants, representatives, consultants, contractors or subcontractors. IT

IS THE INTENT OF OWNER AND MEDC THAT NOTHING CONTAINED IN THIS APPENDIX D SHALL (1) BE CONSTRUED AS A WAIVER OF

MEDC’S LEGAL IMMUNITY AGAINST MECHANIC’S LIENS ON ITS COMPLEX SITE AND/OR ITS CONSTITUTIONAL AND STATUTORY RIGHTS

AGAINST MECHANIC’S LIENS ON ITS COMPLEX SITE, OR (2) BE CONSTRUED AS CONSTITUTING THE EXPRESS OR IMPLIED CONSENT OR PERMISSION

OF MEDC FOR THE PERFORMANCE OF ANY LABOR OR SERVICES FOR, OR THE FURNISHING OF ANY MATERIALS TO, OWNER THAT WOULD GIVE RISE TO ANY

SUCH MECHANIC’S LIEN AGAINST MEDC’S INTEREST IN THE COMPLEX SITE, MEDC OR ANY PROPERTY OF MEDC, OR IMPOSING ANY

LIABILITY ON MEDC FOR ANY LABOR OR MATERIALS FURNISHED TO OR TO BE FURNISHED TO OWNER UPON CREDIT.

Appendix D

Page 3

SCHEDULE

23.1(d)

chapter

380, grant, and DEVELOPMENT AGREEMENT

Consents

[See

Attached]

Schedule 23.1(d)

Page 1

EXHIBIT

AMENDED

AND RESTATED

chapter

380, grant, and DEVELOPMENT AGREEMENT

Land

[See

Attached]

Exhibit A

Page 1

EXHIBIT

AMENDED

AND RESTATED

chapter

380, grant, and DEVELOPMENT AGREEMENT

Note

[See Attached]

Exhibit B

Page 1

EXHIBIT

B-1

AMENDED

AND RESTATED

chapter

380, grant, and DEVELOPMENT AGREEMENT

Deed

of Trust

[See

Attached]

Exhibit B-1

Page 1

EXHIBIT

B-2

AMENDED

AND RESTATED

chapter

380, grant, and DEVELOPMENT AGREEMENT

Personal

Guaranty

[See

Attached]

Exhibit B-2

Page 1

EXHIBIT

AMENDED

AND RESTATED

chapter

380, grant, and DEVELOPMENT AGREEMENT

Permitted

Exceptions

[See

Attached]

Exhibit C

Page 1

EXHIBIT

AMENDED

AND RESTATED

chapter

380, grant, and DEVELOPMENT AGREEMENT

Financing

Plan and Complex Budget

[See

Attached]

Exhibit D

Page 1

EXHIBIT

AMENDED

AND RESTATED

chapter

380, grant, and DEVELOPMENT AGREEMENT

Project

Construction Schedule

[See

Attached]

Exhibit E

Page 1

EXHIBIT

AMENDED

AND RESTATED

chapter

380, grant, and DEVELOPMENT AGREEMENT

Preliminary

Complex Plan Drawings

Exhibit F

Page 1

EXHIBIT

F-1

AMENDED

AND RESTATED

chapter

380, grant, and DEVELOPMENT AGREEMENT

Final

Base Complex Plan

[See

Attached]

Exhibit F-1

Page 1

EXHIBIT

AMENDED

AND RESTATED

chapter

380, grant, and DEVELOPMENT AGREEMENT

Public

Infrastructure Peripheral to the Complex

[See

Attached]

Exhibit G

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Environmental

Noise Assessment (LSTN)

[See

Attached]

Exhibit H

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Preliminary

Elevations and Sections

[See

Attached]

Exhibit I

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

City

of McKinney Owner Suite

[See

Attached]

Exhibit J

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

10’

Sidewalk and Garage Soundwall

[See

Attached]

Exhibit K

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

BOH

Privacy Fence

[See

Attached]

Exhibit L

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Owners

Club Location

[See

Attached]

Exhibit M

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

First

Amendment to Deed of Trust

[See

Attached]

Exhibit N

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Collateral

Assignment of Rents

[See

Attached]

Exhibit O

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Lease

Assignment in Lieu

[See

Attached]

Exhibit P

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Construction

Escrow Agreement

[See

Attached]

Exhibit Q

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Amended

and Restated Personal Guaranty

[See

Attached]

Exhibit R

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Recognition

Agreement

[See

Attached]

Exhibit S

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Modification

of Promissory Note

[See

Attached]

Exhibit T

Page 1

EXHIBIT

AMENDED

AND RESTATED

CHAPTER

380, GRANT, AND DEVELOPMENT AGREEMENT

Security

Agreement

[See

Attached]

Exhibit U

Page 1

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

SECURITY

AGREEMENT

THIS

SECURITY AGREEMENT, dated as of October 19, 2026, made by Sunset Operations at McKinney, LLC, a Colorado limited liability company (“Sunset

Operations” or “Debtor”), in favor of McKinney Economic Development Corporation, a Type A non-profit

development corporation created and existing under the laws of the State of Texas (“MEDC”), McKinney Community

Development Corporation, a Texas nonprofit development corporation (“MCDC”), and City of McKinney, Texas, a

Texas home rule municipal corporation (the “City” and collectively with MCDC and MEDC, the “Secured

Party”).

I T N E S S E T H:

WHEREAS,

the Secured Party and Notes Live, Inc., the predecessor to, by name change to, Venu Holding Corporation, a Colorado corporation (“Venu”),

entered into that certain Chapter 380, Grant, and Development Agreement effective as of April 16, 2024 (the “Original Development

Agreement”), concerning the development, construction, operation, and maintenance of the amphitheater, outdoor entertainment

venue, and related project improvements commonly known as the Sunset Amphitheater at McKinney, Texas.

WHEREAS,

the Original Development Agreement was amended by that certain First Amendment to Chapter 380, Grant, and Development Agreement effective

as of October 15, 2024, that certain Second Amendment to Chapter 380, Grant, and Development Agreement effective as of December 3, 2024,

that certain Third Amendment to Chapter 380, Grant, and Development Agreement effective as of October 6, 2025, that certain Fourth Amendment

to Chapter 380, Grant, and Development Agreement effective as of January 6, 2026, and that certain Amended and Restated Chapter 380,

Grant, and Development Agreement effective as of October 19, 2026 (the “ARDA”). The Original Development Agreement,

as so amended, together with the ARDA as the same hereafter may be amended in accordance with its terms, is referred to herein as the

“Development Agreement.”

WHEREAS,

pursuant to that certain Purchase and Sale Agreement dated as of October 19, 2026, between Sunset Ground at McKinney, LLC, a Colorado

limited liability company (“Sunset Ground”), as seller, and STORE Capital Acquisitions, LLC, a Delaware limited

liability company (“STORE” or “Landlord”), as purchaser, STORE has acquired, or intends

to acquire, title to all of that portion of the Land (as defined therein) and Horizontal Improvements (as defined therein) lying below

an elevation of 640.00 feet (NAVD88) (the “STORE Property”), subject to the terms of that certain Consent,

Recognition, Subordination, Nondisturbance, and Development Agreement Protection Agreement dated October 19, 2026, by and among the Secured

Party, Venu, Sunset Ground, Venu Presents, LLC, a Colorado limited liability company, and STORE (the “Recognition Agreement”)

and the Store Ground Lease (hereinafter defined).

WHEREAS,

pursuant to that certain Ground Lease Agreement dated as of October 19, 2026, executed by and between STORE, as lessor, and Sunset Ground,

as lessee, and further described in and evidenced by that certain Memorandum of Ground Lease Agreement recorded, or to be recorded, in

the Official Public Records of Collin County, Texas (as the same may be amended, restated, supplemented, replaced, renewed, extended,

or otherwise modified from time to time, the “STORE Ground Lease”), STORE granted to Sunset Ground a leasehold

estate in, to and under the STORE Property.

WHEREAS,

the Development Agreement requires, among the other covenants contained therein, the grant of a security interest by Debtor to Secured

Party in and to the “Collateral” hereinafter defined.

NOW,

THEREFORE, in consideration of the premises (which hereby are agreed and acknowledged by Debtor to be true and correct), and for the

sum of Ten and No/100 Dollars ($10.00) and of other good and valuable, the receipt and sufficiency of which are hereby acknowledged,

Debtor and Secured Party hereby agree as follows:

SECTION

1. DEFINED TERMS

1.1.

Definitions; Recitals. The recitals set forth above are expressly incorporated herein by reference and the facts therein stated

are agreed to be true and correct. Unless otherwise defined herein, terms defined in the Recognition Agreement and used herein shall

have the meanings given to them in the Recognition Agreement, and the following terms which are defined in the UCC are used herein as

so defined therein: Account, Chattel Paper, Contract, Document, General Intangible, Goods, and Instrument. All other terms used herein

without definition which are not defined in the Recognition Agreement or the UCC shall have the definitions given therefor herein.

(a)

The following terms shall have the following meanings:

“Agreement”

shall mean this Security Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from

time to time.

“Applicable

Date” shall mean (i) with respect to any Debtor that is a party hereto on the date hereof (said date, the “Closing

Date”), the Closing Date or (ii) with respect to any Debtor that is not a party hereto on the Closing Date, the date on

which an agreement pursuant to which said party assumes the obligations of a “Debtor” hereunder is executed and delivered

to Secured Party.

“ARDA”

shall have the meaning set forth in the recitals set forth hereinabove.

“Collateral”

shall have the meaning set forth in Section 2.

“Complex”

shall have the meaning set forth in the Recognition Agreement.

“Development

Agreement” shall have the meaning set forth in the recitals set forth hereinabove.

“Development

Documents shall have the meaning set forth in the Development Agreement.

“Land”

shall mean that certain real property described on Exhibit “A” attached hereto and incorporated herein by reference

for all purposes.

“Person”

shall mean any corporation, limited liability company, partnership of any kind or nature, joint venture, trust of any kind or nature,

or individual.

“Pledged

Notes” shall mean all promissory notes issued to or held by any Debtor pertaining to, arising from or described or covered

by the Development Documents.

“Proceeds”

shall mean all “proceeds” as such term is defined in Section 9-102(a)(64) of the UCC.

“Receivable”

shall mean any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument

or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

“Recognition

Agreement” shall have the meaning set forth in the recitals set forth hereinabove.

“Secured

Obligations” shall mean, collectively, the indebtedness evidenced by the Venu Note (as hereinafter defined) and all obligations

and liabilities of Venu, Sunset Ground, and any Debtor, owing to Secured Party, under or by virtue of or in connection with the Development

Agreement.

“Securities

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

“Sunset

Ground” shall have the meaning set forth in the recitals set forth hereinabove.

“Termination

Date” shall mean October 19, 2031.

“UCC”

shall mean the Uniform Commercial Code as in effect in the state of Texas or in any other state having jurisdiction with respect to the

priority or perfection of Secured Party’s security interest in the Collateral or with respect to any of the rights and remedies

of Secured Party, as secured party, as applicable, on the Applicable Date, as hereafter amended or modified from time to time.

“Venu

Note” shall mean that certain Promissory Note dated as of January 14, 2025, executed by Venu, as maker, and made payable

to the order of MEDC, as payee, in the original principal amount of up to Twenty-Five Million and No/100 Dollars ($25,000,000.00), as

the same may be modified, renewed, extended, supplemented, amended, restated and replaced from time to time.

1.2.

Other Definitional Provisions. The words “hereof,” “herein,” “hereto,” and “hereunder”

and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision

of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(a)

The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Where the

context requires, terms relating to the Collateral or any part thereof, when used in relation to a Debtor, shall refer to such Debtor’s

Collateral or the relevant part thereof.

(b)

Unless the context of this Agreement clearly requires otherwise, the terms “includes” and “including” are not

limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.”

The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement

refer to this Agreement as a whole and not to any particular provision of this Agreement. Section, subsection, clause, schedule, and

exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement to any agreement, instrument,

or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders,

and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions,

modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and

“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets

and properties of Debtor and each of them.

SECTION

2. GRANT OF SECURITY INTEREST

Each

Debtor hereby pledges and collaterally assigns to the Secured Party, and hereby grants to the Secured Party, for the benefit of the Secured

Party and their respective successors, endorsees, transferees and assigns, a security interest in each Debtor’s rights, titles

and interests in and to the assets and personal property listed in (a) through (i) below, whether now owned or at any time hereafter

acquired by such Debtor or in which such Debtor now has or at any time in the future may acquire any right, title or interest, wherever

located TO THE EXTENT AND ONLY TO THE EXTENT the following personal property (collectively, the “Collateral”)

are or constitute revenues, receipts, income, and proceeds of any kind arising from or attributable to the operations, activities, and

interests of Debtor in connection with the Complex, including, all of Debtor’s right, title and interest in and to all rents, event

revenues, parking revenues, ticket revenues, concession revenues, sponsorship revenues, suite revenues, naming rights revenues, and licensing

fees generated by or from the Complex, as collateral security for the prompt and complete payment in full and performance when due (whether

at the stated maturity, by acceleration or otherwise) of the Secured Obligations:

(a)

all Accounts;

(b)

all Chattel Paper;

(c)

all Contracts;

(d)

[reserved];

(e)

all General Intangibles;

(f)

all Instruments;

(g)

all books and records pertaining to the Collateral;

(h)

all money, cash, Cash Equivalents; and

(i)

to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral

security and guarantees given by any Person with respect to any of the foregoing and all accessions to, substitutions, replacements for

each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to any Debtor from time to time

with respect to any of the foregoing.

Notwithstanding

anything to the contrary contained herein, in no event shall the Collateral include, and this Agreement does not encumber (i) STORE’s

fee estate in the Land and Horizontal Improvements (as defined in the STORE Ground Lease), (ii) STORE’s reversionary interest under

the STORE Ground Lease, (iii) any rents or other amounts payable to STORE under the STORE Ground Lease, or (iv) any rights, titles, or

interests of STORE under the Recognition Agreement.

Debtor

acknowledges and agrees that it will obtain and receive a direct and valuable benefit from, or by virtue of, the Secured Obligations.

SECTION

3. REPRESENTATIONS AND WARRANTIES

induce the Secured Party to enter into the ARDA, the Recognition Agreement and the other documents executed in connection therewith,

each Debtor hereby represents and warrants to Secured Party that:

3.1.

Title; No Other Liens. No financing statement or other public notice or record of a lien, pledge or security interest with respect

to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Secured

Party pursuant to this Agreement.

3.2.

Perfected Priority Liens. As of the Applicable Date for each Debtor, the security interests granted pursuant to this Agreement

upon completion of the filings and the taking of the other actions as specified by Secured Party, will constitute valid perfected security

interests in all of the Collateral to the extent a security interest therein may be perfected by such filings and the taking of such

other actions in favor of the Secured Party, as collateral security for the Secured Obligations, enforceable in accordance with the terms

hereof against all creditors of each Debtor and any Persons purporting to purchase any Collateral from any Debtor and are prior to all

other liens, pledges and security interests on the Collateral.

3.3.

Instruments, Promissory Notes and Chattel Paper.

Indebtedness owed to any Debtor is evidenced by one or more Instruments, promissory notes or Chattel Paper which has not been delivered,

together with instruments of transfer with respect thereto endorsed in blank, to the Secured.

SECTION

4. COVENANTS

Each

Debtor hereby covenants and agrees with the Secured Party that, from and after the date of this Agreement until the Termination Date:

4.1.

Delivery of Instruments, Promissory Notes, Chattel Paper and Electronic Chattel Paper.

(a)

If any of the Collateral, payable under or in connection with any Collateral, shall be or become evidenced by an Instrument (other than

checks received in the ordinary course of business), promissory note or tangible Chattel Paper, such Instrument, promissory note or tangible

Chattel Paper, after such Collateral is acquired or created, shall be delivered to the Secured Party, together with such instruments

of transfer with respect thereto endorsed in blank as the Secured Party may reasonably request, to be held as a portion of the Collateral.

(b)

If any Collateral owned by such Debtor shall be or become evidenced by electronic chattel paper, such Debtor shall take all steps reasonably

necessary to grant the Secured Party control of such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar

section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions

Act and the Electronic Signatures in Global and National Commerce Act, on the next Applicable Date (or such longer period as the Secured

Party may agree in its reasonable discretion) after such Collateral is acquired or created.

(c)

All Indebtedness of each Debtor or any of the Persons owned by it that is owing to any other Debtor shall be evidenced by one or more

notes or Instruments and such notes shall be delivered to the Secured Party, together with such instruments of transfer with respect

thereto endorsed in blank as the Secured Party may reasonably request, to be held for the benefit of the Secured Party, as Collateral

under this Agreement.

4.2.

Maintenance of Perfected Security Interest; Further Documentation.

(a)

Such Debtor shall, at its own expense, maintain the security interest created by this Agreement as a perfected security interest, to

the extent required by the terms of this Agreement, having first priority and shall defend such security interest against the claims,

liens, pledges, security interests and demands of all Persons whomsoever.

4.3.

Changes in Locations, Name, etc. Each Debtor will provide notice within (7) days to the Secured Party (or such later date as the

Secured Party may agree in its reasonable discretion) after:

(a)

a change in the location of its chief executive office or sole place of business or

(b)

a change in its legal name, jurisdiction of organization, type of organization, corporate structure, or organizational identification

number.

4.4.

Receivables. Other than in the ordinary course of business, each Debtor will not (a) grant any extension of the time of payment

of any Receivable constituting Collateral, (b) compromise or settle any Receivable constituting Collateral for less than the full amount

thereof, (c) release, wholly or partially, any Person liable for the payment of any Receivable constituting Collateral, (d) allow any

credit or discount whatsoever on any Receivable constituting Collateral, or (e) amend, supplement or modify any Receivable constituting

Collateral in any manner that could adversely affect the value thereof.

4.5.

Further Assurances; Pledge of Instruments. At the sole expense of such Debtor, such Debtor shall promptly and duly execute and

deliver any and all such further instruments and documents and take such further action as the Secured Party may reasonably request to

obtain the full benefits of this Agreement and of the rights and powers herein granted, which, at the option of Secured Party, shall

include, (a) using commercially reasonable efforts if reasonably required by the Secured Party to secure all consents and approvals necessary

or appropriate for the grant of a security interest to the Secured Party, (b) authorizing the filing of and delivering and causing to

be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (c) at the Secured

Party’s request, transferring such Debtor’s Collateral to the Secured Party’s possession (if a security interest in

such Collateral can only be perfected by possession), and (d) upon the Secured Party’s request, executing and delivering or causing

to be delivered written notice to insurers of the Secured Party’s security interest in, or claim in or under, any policy of insurance

(including unearned premiums). Such Debtor also hereby authorizes the Secured Party to file any such financing or continuation statement.

SECTION

5. REMEDIAL PROVISIONS

5.1.

Certain Matters Relating to Receivables.

(a)

At any time and from time to time, (i) the Secured Party shall have the right to make test verifications of the Receivables constituting

Collateral in any manner and through any medium that is commercially reasonable, and each Debtor shall furnish reasonable assistance

and information as the Secured Party may require in connection with such test verifications, and (ii) upon the Secured Party’s

written request and at the expense of the relevant Debtor, such Debtor shall promptly cause independent public accountants or others

satisfactory to the Secured Party to furnish to the Secured Party reports showing reconciliations, aging and test verifications of, and

trial balances for, such Receivables.

(b)

The Secured Party hereby authorizes each Debtor to collect such Debtor’s Receivables constituting Collateral so long as there is

no existing Event of Default, and the Secured Party may curtail or terminate collection of such Receivables at any time after the occurrence,

and during the continuance, of an Event of Default. If required by the Secured Party at any time after the occurrence and during the

continuance of an Event of Default, any payments of Receivables constituting Collateral, when collected by any Debtor, shall be forthwith

(and, in any event, within one (1) Business Day) deposited by such Debtor with Secured Party as the Escrow Agent.

(c)

At the Secured Party’s written request after the occurrence and during the continuance of an Event of Default, each Debtor shall

promptly deliver to the Secured Party all original and other documents evidencing, and relating to, the agreements and transactions which

gave rise to the Receivables constituting Collateral, including all original orders, invoices and shipping receipts.

5.2.

Communications with Obligors; Debtors Remain Liable.

(a)

After the occurrence and during the continuance of an Event of Default, the Secured Party in its own name, its designee, or in the name

of the applicable Debtor may, if the Secured Party believes, in good faith, that any information as to Receivables constituting Collateral

provided by any Debtor is incorrect in any material respects communicate with obligors under such Receivables and parties to the contracts

to verify with them, to the Secured Party’s satisfaction, the existence, amount and terms of such Receivables or Contracts.

(b)

Upon the written request of the Secured Party at any time after the occurrence and during the continuance of an Event of Default, each

Debtor shall promptly notify obligors on the Receivables constituting Collateral and parties to the contracts that, to the extent permitted

under applicable law, such Receivables and the contracts have been collaterally assigned to the Secured Party and that payments in respect

thereof shall be made directly to the Secured Party.

(c)

Anything herein to the contrary notwithstanding, each Debtor shall remain liable under each of the Receivables constituting Collateral

and contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance

with the terms of any contract or agreement giving rise thereto. No Secured Party shall have any obligation or liability under any Receivable

(or any agreement giving rise thereto) or contract by reason of or arising out of this Agreement or the receipt by any Secured Party

of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any of the obligations of any Debtor

under or pursuant to any Receivable (or any agreement giving rise thereto) or contract, to make any payment, to make any inquiry as to

the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present

or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned

to it or to which it may be entitled at any time or times.

5.3.

Proceeds to be Turned Over to Secured Party. If an Event of Default shall have occurred and be continuing and the Secured Party

shall so notify the Debtor in question, such Debtor shall thereafter send all property and Proceeds then held or thereafter received

by said Debtor which is included in the Collateral to Secured Party.

5.4.

Application of Proceeds. If an Event of Default shall have occurred and be continuing, at the Secured Party’s election,

the Secured Party may, at any such time, apply all or any part of the Proceeds of Collateral to payment of the Secured Obligations as

Secured Party shall determine.

5.5.

UCC and Other Remedies. If an Event of Default shall have occurred and be continuing, the Secured Party may exercise, in addition

to all other rights and remedies granted to it in this Agreement, the Recognition Agreement or any of the Development Documents and in

any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party

under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Secured Party, without demand of performance

or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or

upon any Debtor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such

circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell,

lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract

to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office

of any Secured Party or elsewhere upon such commercially reasonable terms and conditions as it may deem advisable and at such prices

as it may deem best, for cash or on credit, or for future delivery, without assumption of any credit risk. If any Event of Default shall

occur and be continuing, any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law,

upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption

in any Debtor, which right or equity is hereby waived and released. Each Debtor further agrees, at the Secured Party’s written

request during the existence of an Event of Default, to assemble the Collateral and make it available to the Secured Party at places

which the Secured Party shall reasonably select, whether at such Debtor’s premises or elsewhere. The Secured Party shall apply

the net proceeds of any action taken by it pursuant to this Section 5.5, after deducting all reasonable costs and expenses of every kind

incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral

or the rights of the Secured Party hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the

payment in whole or in part of the Secured Obligations in accordance with Section 5.4, and only after such application and after the

payment by the Secured Party of any other amount required by any provision of law, including Section 9-615(a)(3) of the UCC. Each Debtor

hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall

have occurred and be continuing, Secured Party shall have the right, as to the Collateral, to (i) an immediate writ of possession without

notice of a hearing and (ii) appointment of a receiver for Collateral, and each Debtor hereby consents to such rights and such appointment

and hereby waives any objection such Debtor may have thereto or the right to have a bond or other security posted by Secured Party. To

the extent permitted by applicable law, each Debtor waives all claims, damages and demands it may acquire against any Secured Party arising

out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required

by law, such notice shall be deemed reasonable and proper if such notice, specifying the place of any public sale or the time after which

any private sale is to be made, is personally served or mailed, postage prepaid, to the Debtors, at least ten (10) days before such sale

or other disposition, at the following address: Venu Holding Corporation, 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920,

Attention: General Counsel.

5.6.

Required Action by Secured Party Prior to Exercising Remedies. If any Event of Default shall occur and be continuing, as a condition

to the right of Secured Party to exercise any of the remedies of Secured Party stated herein to be applicable following the occurrence

and during the continuation of said Event of Default, the provisions of Section 11.5.1 of the Development Agreement must first be followed

and have resulted in the filing of suit and the issuance of a decree order or judgment permitting Secured Party to pursue any or all

of the remedies of Secured Party. The provisions of this Section shall control over all other provisions of this Security Agreement.

5.7.

Waiver; Deficiency. Each Debtor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the

Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by any Secured Party

to collect such deficiency.

SECTION

6. THE AGENT

6.1.

Secured Party’s Appointment as Attorney-in-Fact, etc.

(a)

Each Debtor hereby irrevocably appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true

and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor

or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute

any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without

limiting the generality of the foregoing, each Debtor hereby gives the Secured Party the power and right, on behalf of such Debtor, without

notice to or assent by such Debtor, to do any or all of the following actions upon the occurrence and during the continuance of an Event

of Default, in each case at the Secured Party’s sole option until the Termination Date:

(i)

in the name of such Debtor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances

or other instruments for the payment of moneys due under any Receivable constituting Collateral or with respect to any other Collateral

and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured

Party for the purpose of collecting any and all such moneys due under any such Receivable or Contract or with respect to any other Collateral

whenever payable;

(ii)

to enforce all of such Debtor’s rights under and pursuant to all agreements with respect to the Collateral, all for the sole benefit

of the Secured Party as contemplated hereby, under the Recognition Agreement or under the other Development Documents and to enter into

such other agreements as may be necessary or appropriate in the reasonable judgment of the Secured Party;

(iii)

pay or discharge taxes and liens levied or placed on or threatened against the Collateral, effect any repairs to the Collateral and obtain

any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof, which

amounts shall constitute Secured Obligations;

(iv)

execute, in connection with any sale provided for in Section 5.5, any endorsements, assignments or other instruments of conveyance or

transfer with respect to the Collateral;

(v)

(1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder

directly to the Secured Party or as the Secured Party shall direct; (2) ask or demand for, collect, and receive payment of and receipt

for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3)

sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,

verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or

proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce

any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Debtor with respect to any

Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or

releases as the Secured Party may deem appropriate; (7) perform any obligations of any Debtor under any contract related to the Collateral;

and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully

and completely as though the Secured Party were the absolute owner thereof for all purposes, and do, at the Secured Party’s option

and such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect,

preserve or realize upon the Collateral and the security interests therein and to effect the intent of this Agreement, all as fully and

effectively as such Debtor might do; and

(vi)

to execute such other and further mortgages, pledges and assignments of the Collateral, and related instruments or agreements, as the

Secured Party may reasonably require for the purpose of perfecting, protecting, maintaining or enforcing the security interests granted

to the Secured Party hereunder, including the execution of any other transfer forms with respect to any other permit, in the name of

such Debtor or in the name of Secured Party.

(b)

If any Debtor fails to perform or comply with any of its agreements contained herein or in the Recognition Agreement or any other Development

Document and an Event of Default has occurred and is continuing as a result thereof, the Secured Party, at its option, but without any

obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)

The expenses of the Secured Party incurred in connection with actions undertaken as provided in this Section 6.1, together with interest

thereon at a rate per annum equal to the highest interest rate applicable under the Development Agreement, from the date of payment by

the Secured Party to the date reimbursed by the relevant Debtor, shall be payable by such Debtor to the Secured Party within ten (10)

days after written demand.

(d)

Each Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations

and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the

security interests created hereby are released.

6.2.

Financing Statements. Pursuant to any applicable law, each Debtor authorizes the Secured Party to file or record financing statements

and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Secured

Party determines appropriate to perfect the security interests of the Secured Party under this Agreement. Each Debtor authorizes the

Secured Party to use the collateral description “all personal property now owned or hereafter acquired by Debtor or in which Debtor

otherwise has rights, title or interest”, “all assets now owned or hereafter acquired by Debtor or in which Debtor otherwise

has rights, title or interests” or words of similar effect, regardless of whether any particular asset comprised in the Collateral

falls within the scope of Article 9 of the UCC or the Uniform Commercial Code of any other applicable state, in any such financing statements.

SECTION

7. MISCELLANEOUS

7.1.

Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified

unless the same is in writing and signed by Secured Party.

7.2.

Notices. All notices, requests and demands to or upon the Secured Party or any Debtor hereunder shall be effected in the manner

provided for in the Recognition Agreement.

7.3.

No Waiver by Course of Conduct; Cumulative Remedies. No Secured Party shall by any act (except by a written instrument pursuant

to Section 7.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced

in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right,

power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder

shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured

Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Secured

Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or

concurrently and are not exclusive of any other rights or remedies provided by law.

7.4.

Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Debtor and shall inure to the

benefit of the Secured Party and its successors and assigns; provided, that no Debtor may assign, transfer or delegate any of

its rights or obligations under this Agreement without the prior written consent of the Secured Party.

7.5.

Set-Off. Each Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time after the occurrence and during

the continuance of an Event of Default, upon any amount becoming due and payable by such Debtor hereunder (whether at the stated maturity,

by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all deposits (general or special, time

or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether

direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit

or the account of such Debtor, or any part thereof in such amounts as the Secured Party or such Secured Party may elect, against and

on account of the obligations and liabilities of such Debtor to the Secured Party or such Secured Party hereunder and claims of every

nature and description of the Secured Party or such Secured Party against such Debtor, in any currency, whether arising hereunder, under

the Recognition Agreement, any other Development Documents or otherwise, as the Secured Party may elect, whether or not any Secured Party

has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Any Secured Party

on its behalf, shall notify such Debtor of any such set-off and the application made by such Secured Party of the proceeds thereof; provided,

that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Secured Party

under this Section 7.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such

Secured Party may have.

7.6.

Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate

counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall

constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by any electronic method of transmission

shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart

of this Agreement by any electronic method of transmission also shall deliver an original executed counterpart of this Agreement but

the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

7.7.

Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for

the purpose of determining the legal enforceability of any specific provision.

7.8.

Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the

context, everything contained in each Section applies equally to this entire Agreement.

7.9.

Termination of this Agreement. This Agreement shall automatically terminate on the Termination Date except as to any pending lawsuit,

arbitration or other dispute resolution proceeding. Secured Party agrees that it will not file any continuation financing statement with

respect to any previously perfected security interest created by this Security Agreement without the prior written agreement otherwise

signed by Debtor.

7.10.

GOVERNING LAW. THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE

PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER

OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, CONSTRUED IN ACCORDANCE WITH AND ENFORCED UNDER THE LAWS OF THE STATE OF TEXAS.

7.11.

SUBMISSION TO JURISDICTION.

(a)

EACH DEBTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN

COLLIN COUNTY, TEXAS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF

ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE

ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT

ANY RIGHT THAT SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY DEBTOR OR ITS

PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(b)

EACH DEBTOR AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN

THE STATE OF TEXAS, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF COLLIN, STATE OF TEXAS; PROVIDED,

THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT SECURED PARTY’S OPTION, IN THE COURTS

OF ANY JURISDICTION WHERE SECURED PARTY ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH DEBTOR

WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT

TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 7.13(b).

7.12.

Waivers. Each Debtor hereby irrevocably and unconditionally:

(a)

agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified

mail (or any substantially similar form of mail), postage prepaid, to such Debtor at the address provided for in Section 7.2 or at such

other address of which the Secured Party shall have been notified pursuant thereto;

(b)

agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the

right to sue in any other jurisdiction; and

(c)

waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred

to in this Section 7.14 any special, exemplary, punitive or consequential damages.

7.13.

Acknowledgements. Each Debtor hereby acknowledges that:

(a)

it has been advised by counsel in the negotiation, execution and delivery of this Agreement and all other documents pertaining to the

Collateral or the Development Documents to which it is a party;

(b)

Secured Party does not have any fiduciary relationship with or duty to any Debtor arising out of or in connection with this Agreement

or any of other document, and the relationship between the Debtor, on the one hand, and the Secured Party, on the other hand, in connection

herewith or therewith is solely that of debtor and creditor; and

(c)

no joint venture is created hereby or by any other document executed in connection herewith or otherwise exists by virtue of the transactions

contemplated hereby between the Secured Party and Debtor.

7.14.

THIS AGREEMENT, TOGETHER WITH THE RECOGNITION AGREEMENT, THE ESCROW AGREEMENT (AS DEFINED IN THE RECOGNITION AGREEMENT), THE OTHER

DEVELOPMENT DOCUMENTS, THE ORIGINAL DEED OF TRUST (AS DEFINED IN THE RECOGNITION AGREEMENT), AND THE AMENDED DEED OF TRUST (AS DEFINED

IN THE RECOGNITION AGREEMENT) REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT

BE CONTRADICTED BY EVIDENCE OF PRIOR. CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS

BETWEEN THE PARTIES.

[Signature

Pages Follow.]

WITNESS WHEREOF, each of the undersigned have caused this Agreement to be duly executed and delivered as of the date first above written.

DEBTOR:

Sunset Operations at McKinney, LLC,

a Colorado limited liability company

By:

/s/ J.W. Roth

Name:

J.W. Roth

Title:

Manager

[Signature

Page to Security Agreement]

ACCEPTED:

McKinney Economic Development Corporation

By:

/s/ Michael A. Kowski, Jr.

Name:

Michael A. Kowski, Jr.

Title:

President and CEO

McKinney Community Development Corporation

By:

/s/ Cindy S. Schneible

Name:

Cindy S. Schneible

Title:

President

City of McKinney, Texas

By:

/s/ Paul G. Grimes

Name:

Paul G. Grimes

Title:

City Manager

[Signature

Page to Security Agreement]

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit

10.3

PURCHASE

AND SALE AGREEMENT

THIS

PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2026 (“Effective

Date”), by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”),

and SUNSET GROUND AT MCKINNEY LLC, a Colorado limited liability company (“Seller”). Except as otherwise expressly

defined herein, capitalized terms will have the meanings set forth on Exhibit A attached hereto and incorporated herein by this

reference. For and in consideration of the mutual covenants and promises hereinafter set forth, the parties hereby mutually covenant

and agree as follows:

ARTICLE

purchase

of PROPERTY

Section

1.01. Agreement to Purchase. Purchaser agrees to purchase, and Seller agrees to sell, in accordance with the terms, conditions and

stipulations set forth in this Agreement (the “Transaction”), all of Seller’s right, title and interest in and

to the Property. For the avoidance of doubt, the Property expressly excludes the Vertical Improvements, which shall be retained and owned

by Seller.

Section

1.02. Purchase Price and Earnest Money. The purchase price to be paid by Purchaser to Seller for the Property is $60,000,000.00 (the

“Purchase Price”). The Purchase Price shall be paid by Purchaser in immediately available federal funds at Closing.

Within three (3) Business Days following the Effective Date, Purchaser shall deposit with the Title Company the sum of $1,000.00 as earnest

money (together with all interest earned thereon, the “Earnest Money”). In addition, Seller acknowledges receipt from

Purchaser of $100.00 as independent consideration for this Agreement (“Independent Consideration”), which Independent

Consideration is non-refundable under all circumstances. The Earnest Money shall be applied to the Purchase Price at Closing. If Purchaser

properly terminates this Agreement pursuant to its terms, the Earnest Money shall be returned to Purchaser. If Purchaser defaults in

its obligation to consummate the Closing after all conditions to Purchaser’s obligation to close have been satisfied or waived,

the Earnest Money shall be delivered to Seller as provided in Section 6.02.

Section

1.03. Lease of Property. On or before the Closing Date, Seller and Purchaser shall execute the Ground Lease Agreement in the form

attached hereto as Exhibit C, with such modifications thereto as may be mutually agreed upon in writing by Purchaser and Seller (the

“Lease” or “Ground Lease Agreement”), pursuant to which Purchaser, as landlord, shall lease the

Property to Seller, as tenant, pursuant to the terms and conditions contained therein. The execution and delivery of the Lease by all

parties thereto shall be a condition precedent to Closing.

Section

1.04. Prorations. In view of the subsequent lease of the Property to Seller pursuant to the Lease and Seller’s obligations

thereunder, there shall be no proration of insurance, taxes, special assessments, utilities or any other costs related to the Property

between Seller and Purchaser at Closing. All real and personal property and other applicable taxes and assessments, utilities and any

other charges relating to the Property which are due and payable on or prior to the Closing Date shall be paid by Seller at or prior

to Closing, and all other taxes and assessments shall be paid by Seller in accordance with the terms of the Lease.

Section

1.05. Transaction Costs. Subject to Section 6.02(a) below, whether or not the Transaction closes, (a) Seller shall be responsible

for the payment of all Transaction Costs incurred by Seller and Purchaser in connection with the Transaction; and (b) Seller and Purchaser

shall each be responsible for the payment of the fees and expenses of their respective legal counsel, accountants and other professional

advisers (“Professional Fees”).

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Section

1.06. Intent of Conveyance. The Parties acknowledge that the Project is currently under construction and that the purpose of this

Agreement is to allocate ownership between the Property and the Vertical Improvements without creating unintended fragmentation of ownership

of any integrated building, structure, foundation system, utility system, parking structure, retaining structure, drainage facility,

structural support system, or other improvement. The Parties intend that the ownership allocation described in this Agreement be interpreted

and enforced in a manner that preserves unified ownership and control of integrated improvements and avoids unintended severances arising

from variations in grade, elevation, topography, construction tolerances, survey discrepancies, future site development, or subsequent

modifications to the Project. The Parties further intend that no building, structure, utility system, foundation system, retaining structure,

parking structure, drainage facility, or other integrated improvement be divided into separately owned component parts except to the

extent expressly provided in the Transaction Documents. If any description, elevation reference, survey reference, exhibit, legal description,

boundary, or other provision of this Agreement is determined to conflict with the Parties’ intent concerning ownership of the Property

or the Vertical Improvements, the Parties’ intent shall control and such provision shall be interpreted, reformed, and enforced

accordingly. Any ambiguity shall be resolved in favor of preserving unified ownership and control of integrated improvements and against

creating unintended fragmented ownership interests.

The

provisions of this Article shall survive Closing or termination of this Agreement for any reason.

ARTICLE

DUE DILIGENCE

Section

2.01. Title Insurance.

(a) Title

Commitment and Title Policy. Prior to the Effective Date, Purchaser has received an owner’s title insurance commitment

(the “Title Commitment”) with respect to the Property issued by the Title Company, for a TLTA Owner’s Title

Insurance Policy, together with any endorsements, that Purchaser may require (the “Title Policy”). All costs related

to the Title Policy, escrow fees and other closing costs shall be included in Transaction Costs, payable as set forth in Section 1.05.

(b) Title

Company. The Title Company is hereby employed by the parties to act as escrow agent in connection with this Transaction. This

Agreement shall be used as instructions to the Title Company, as escrow agent, which may provide its standard conditions of acceptance

of escrow; provided, however, that in the event of any inconsistency between such standard conditions of acceptance and the terms

of this Agreement, the terms of this Agreement shall prevail. The Title Company’s receipt of this Agreement and the opening of

an escrow pursuant to this Agreement shall be deemed to constitute conclusive evidence of the Title Company’s agreement to be bound

by the terms and conditions of this Agreement pertaining to the Title Company.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Company Actions. The Title Company is authorized to pay, from any funds held by it for each party’s respective credit,

all amounts necessary to procure the delivery of any documents and to pay, on behalf of Purchaser and Seller, all charges and obligations

payable by them hereunder, respectively. Seller and Purchaser will pay all charges payable by them to the Title Company. The Title Company

shall not cause the Transaction to close unless and until it has received written instructions from Purchaser and Seller to do so. The

Title Company is authorized, in the event any conflicting demand is made upon it concerning these instructions or the escrow, at its

election, to hold any documents and/or funds deposited hereunder until an action shall be brought in a court of competent jurisdiction

to determine the rights of Seller and Purchaser or to interplead such documents and/or funds in an action brought in any such court.

Deposit by the Title Company of such documents and funds, after deducting therefrom its reasonable charges, expenses and attorneys’

fees incurred in connection with any such court action, shall relieve the Title Company of all further liability and responsibility for

such documents and funds.

(d) Title

Objections.

(i) Prior

to the Effective Date, Purchaser received the Title Commitment and delivered its objections to Seller, which objections are hereby deemed

Title Objections for all purposes of this Agreement. On or before one (1) Business Day prior to the expiration of the Inspection Period,

Purchaser shall notify Seller in writing of Purchaser’s objection to any exceptions or other matters shown on the Survey (each,

also a “Title Objection”). If any Title Objection is not removed or resolved by Seller to Purchaser’s satisfaction

prior to the expiration of the Inspection Period, then Purchaser shall have the option, as its sole remedy, upon written notice to Seller

on or before the expiration of the Inspection Period, to terminate this Agreement, in which event neither party will have any further

obligations or liability hereunder, except for those obligations expressly stated to survive such termination. Any termination right

under this Section 2.01(d)(i) not exercised on or before the expiration of the Inspection Period shall be deemed waived.

(ii) If

any supplement to the Title Commitment or the Survey discloses any additional title defects which were not created by or with the consent

of Purchaser, and which are not acceptable to Purchaser, Purchaser shall notify Seller in writing of its objection thereto (each, an

“Additional Title Objection”) within five (5) days following receipt of such supplement or revision, but in no event

later than the Closing Date. If any Additional Title Objection is not removed or resolved to Purchaser’s satisfaction prior to

Closing, Purchaser shall have the option, as its sole remedy, to terminate this Agreement upon written notice delivered to Seller prior

to Closing, in which event neither party will have any further obligation or liability hereunder, except for those obligations expressly

stated to survive such termination. The Closing Date shall not be extended by reason of any Additional Title Objection or the timelines

set forth in this Section 2.01(d)(ii).

(iii) Purchaser’s

failure to timely deliver a Title Objection or an Additional Title Objection shall be deemed Purchaser’s acceptance of the matters

disclosed by the Title Commitment and the Survey. If Purchaser does not terminate this Agreement by reason of any Title Objection or

Additional Title Objection, as provided in this Section 2.01, then such Title Objection or Additional Title Objection shall be deemed

waived and approved by Purchaser and shall thereafter be deemed a Permitted Encumbrance.

(iv) Seller

shall have no obligation to cure, remove, or resolve any Title Objection or Additional Title Objection. Notwithstanding the foregoing

or anything elsewhere in this Section 2.01 to the contrary, Seller shall, on or before Closing, cause the release, discharge or removal

from the Property of (A) all deeds of trust, mortgages, judgment liens and other voluntary monetary Liens created by, through or under

any Seller Entity, (B) all mechanics’ liens, materialmen’s liens and other construction-related Liens arising by, through

or under any Seller Entity, except, if elected by Seller, Purchaser hereby approves the bonding or other treatment thereof by Seller

in lieu of release, (C) the MEDC Deed of Trust, except to the extent Purchaser expressly approves in writing a replacement collateral

structure, (D) all leases, subleases and other possessory interests required to be terminated pursuant to this Agreement, and (E) any

title matter first created by, through or under Seller and dated after the Effective Date without Purchaser’s prior written consent.

The foregoing obligations shall not be subject to any limitation on Seller’s obligation to cure other Title Objections.

(v) If

Purchaser properly terminates this Agreement pursuant to this Section 2.01, Purchaser shall, upon Seller’s written request, deliver

to Seller copies of any third-party diligence reports relating exclusively to the physical condition of the Property for which Seller

paid as a Transaction Cost and shall assign to Seller any reliance rights relating thereto to the extent such rights are assignable without

material cost to Purchaser and without recourse, representation, warranty or continuing liability on the part of Purchaser. Purchaser

may retain copies of the Seller Documents and such reports for its records, legal compliance and defense of claims.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Section

2.02. Seller Documents. With reasonable promptness, but in no event later than three (3) Business Days following the Effective Date,

Seller shall deliver to Purchaser the following items to the extent the same exist and are in Seller’s possession or under its

control (collectively, the “Seller Documents”): (a) all plans and specifications for the construction of any improvements

on the Property or any Vertical Improvements, and any “as-built” plans and specifications for any such improvements; (b)

the construction budget for construction of all improvements to the Property and the Vertical Improvements; (c) all pay applications,

proof of payment and lien waivers to date for construction of the Horizontal Improvements and the Vertical Improvements; (d) all design

and construction contracts executed by any Seller Entity relating to the design and construction of improvements on the Property or the

Vertical Improvements; (e) all payment and/or performance bonds relating to construction of improvements on the Property or the Vertical

Improvements; (f) all certificates of substantial completion and certificates of occupancy (or its jurisdictional equivalent) for any

substantially complete and/or completed improvements constructed on the Property or the Vertical Improvements; (g) all site visit inspection

reports issued by the architect of record, their consultants and any other party performing inspections; (h) reports/documentation from

city, county, and any other government inspectors regarding the improvements on the Property or the Vertical Improvements; (i) all surveys

related to the Property; (j) all environmental reports related to the Property (including without limitation, Phase I environmental investigation

and impact reports); (k) all appraisals and/or valuations related to the Property; (l) all guaranties and warranties in effect with respect

to the Property or the Vertical Improvements; (m) full and complete copies of the existing Ground Lease, the Operations Lease, each Operator

Agreement, each booking agreement, all leases, subleases, licenses, occupancy agreements and all other agreements relating to the Property

or the Vertical Improvements, together with all amendments, modifications, schedules, side letters, consents and approvals relating thereto;

(n) financial statements of Seller, Sunset at McKinney, LLC, a Colorado limited liability company (“Sunset at McKinney”)

or Guarantor and projections for the development, cost and completion of the project; (o) all property condition reports related to the

Property; (p) the executed Chapter 380, Grant and Development Agreement by and among the City of McKinney, Texas, McKinney Economic Development

Corporation, McKinney Community Development Corporation and Notes Live, Inc. dated as of April 16, 2024, together with the First Amendment,

Second Amendment, Third Amendment and Fourth Amendment thereto, the Amended and Restated Development Agreement, and all exhibits, schedules,

addenda, consents, approvals, side letters, waivers, estoppels, recognition agreements and other documents related thereto or referenced

therein, together with all documents related to any grants, contributions, reimbursements, tax rebates or other incentives provided or

to be provided for the benefit of the Property or any Seller Entity (collectively, the “City Development Agreement”);

(q) all documents relating to the Aikman Club, including all offering documents, forms of membership agreement, executed membership agreements,

membership brochures and information, membership rolls, payment status information, remaining membership inventory and sponsorship agreements

granting rights to use Aikman Club seats; (r) a representative sample of documents relating to the ownership of, or right to use, any

firepit suite, including the operating agreement and all schedules thereto, offering documents, subscription documents, ownership or

membership rolls, loan tapes, sponsorship agreements and a representative sample of other agreements granting any Person a right to use

a firepit suite; (s) the current Project construction schedule, current sources-and-uses statement, current buyout log, current change-order

log, the most recent pay applications, all proof of payment, all conditional and unconditional lien waivers from the general contractor

for the Project (as opposed to subcontractors), and complete copies of all payment bonds, performance bonds and other construction security;

(t) all notices of default, alleged default, potential default, offset, reduction, suspension, recapture, clawback or reimbursement obligation

under the City Development Agreement, any Operator Agreement or any agreement governing an incentive relating to the Property or the

Project; and (u) all other documents related to the ownership, lease and operation of the Property, and all other related documentation

reasonably requested by Purchaser.

Section

2.03. Survey. Seller shall deliver a current ALTA/NSPS survey as required for the Property from CBG Surveying Texas LLC (the “Survey”),

together with (a) evidence reasonably satisfactory to Purchaser that the Property fully complies with all zoning ordinances of the Governmental

Authority having jurisdiction over the Property (“Zoning Evidence”), and (b) evidence reasonably satisfactory to Purchaser

that the Property is not within a 100-year flood plain or a “Special Flood Hazard Area” as designated by the Federal Emergency

Management Agency. The cost incurred of any Survey obtained shall be included in Transaction Costs, payable as set forth in Section 1.05.

Section

2.04. Environmental. Prior to the Effective Date, if elected by Purchaser, Purchaser has obtained a Phase I environmental investigation

report for the Property (the “Environmental Report”). The cost incurred of the Environmental Report obtained shall

be included in Transaction Costs, payable as set forth in Section 1.05.

Section

2.05. Intentionally Omitted.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Section

2.06. Property Condition Report; Construction Inspection Report. Prior to the Effective Date, if elected by Purchaser, Purchaser

has obtained a current property condition assessment and limited compliance audit as required for the Property from an inspection company

selected by Purchaser (the “Property Condition Report”). Purchaser may also order a report from a third-party property

inspector relating to the status of construction of improvements on the Property and the Vertical Improvements (the “Construction

Inspection Report”). The Property Condition Report and the Construction Inspection Report shall be in form and substance reasonably

acceptable to Purchaser, and shall be certified to Seller and Purchaser and any of their requested Affiliates. The cost incurred of the

Property Condition Report obtained shall be included in Transaction Costs, payable as set forth in Section 1.05.

Section

2.07. Inspections. From the Effective Date through 5:00 p.m. Central Time on Friday, September 25, 2026 (the “Inspection

Period”), (a) Purchaser may perform whatever investigations, tests and inspections (collectively, the “Inspections”)

with respect to the Property and the Vertical Improvements that Purchaser deems reasonably appropriate; and (b) Seller shall, at all

reasonable times and upon reasonable prior notice, (i) provide Purchaser and Purchaser’s officers, employees, agents, advisors,

attorneys, accountants, architects, and engineers with access to the Property and the Vertical Improvements, all drawings, plans, specifications

and all engineering reports for and relating to the Property and the Vertical Improvements in the possession or under the control of

Seller, the files and correspondence relating to the Property and the Vertical Improvements, and the financial books and records relating

to the construction, ownership, lease (if applicable), operation, and maintenance of the Property and the Vertical Improvements, and

(ii) allow such Persons to make such inspections, tests, copies, and verifications as Purchaser considers necessary. Before conducting

any Inspection at the Property or the Vertical Improvements, upon Seller’s request, Purchaser shall provide Seller with evidence

that Purchaser or the consultant and/or contractor performing such Inspection maintains commercial general liability insurance with limits

of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence, naming Seller as an additional insured thereunder. Purchaser

shall repair any damage to the Property or the Vertical Improvements caused by any Inspection and restore the Property and the Vertical

Improvements to substantially the same condition as existed prior to such Inspection. Purchaser shall indemnify, defend and hold Seller

and its Affiliates, and their respective officers, directors, shareholders, managers, members, employees, representatives, successors

and assigns, as applicable (collectively, the “Seller Indemnified Parties”) harmless from and against any and all

third-party claims, losses, damages, costs and expenses (including reasonable attorneys’ fees) for bodily injury, death, physical

damage to the Property or the Vertical Improvements, or mechanics’ liens, to the extent arising out of or resulting directly from

the grossly negligent acts or willful misconduct of Purchaser or its agents, contractors or representatives in conducting any Inspection.

Purchaser shall have no liability under the foregoing indemnity for any preexisting condition, the discovery or disclosure of any condition,

any loss caused by the gross negligence or willful misconduct of any Seller Entity or any contractor or materialman thereof, any diminution

in value arising from the results of an Inspection, or consequential, special or indirect damages. The obligations in this paragraph

shall survive the Closing or any earlier termination of this Agreement.

Section

2.08. Purchaser’s Right to Terminate. Notwithstanding any provision contained herein, in addition to its right to terminate

this Agreement as set forth in Section 2.01(d), if (a) Purchaser determines, in its sole discretion, that the Property is not satisfactory,

and Purchaser provides written notice thereof to Seller on or before expiration of the Inspection Period, or (b) Purchaser and Seller

are unable reasonably to agree upon the terms and conditions of the Lease as provided in Section 1.03, or (c) Purchaser fails to obtain

the approval of the Transaction from Purchaser’s Investment Committee, and in any such event, Purchaser provides written notice

thereof to Seller on or before expiration of the Inspection Period, then Purchaser shall have the option to terminate this Agreement,

in which event the Earnest Money shall be promptly refunded to Purchaser, and neither party will have any further obligations or liability

hereunder, except for those obligations expressly stated to survive such termination. If Purchaser properly terminates this Agreement

pursuant to this Section 2.08, the provisions of the final paragraph of Section 2.01 shall govern the treatment of Seller Documents and

third-party diligence reports.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

ARTICLE

III

CLOSING

Section

3.01. Closing Date. Subject to the provisions of Article V of this Agreement, the closing date of the Transaction contemplated by

this Agreement (the “Closing”) shall be set by mutual agreement of Seller and Purchaser (the “Closing Date”);

provided, however, that the Closing Date shall not extend beyond the Closing Deadline. The parties shall deposit with the Title

Company all documents (including without limitation, the executed Transaction Documents) as necessary to comply with the parties’

respective obligations hereunder on or before the Closing Date or as otherwise mutually agreed upon in writing by the parties. The parties

shall deposit all funds required hereunder with the Title Company on or before the Closing Date.

Section

3.02. Funding. Notwithstanding any provision contained in this Agreement, funding of the Transaction by Purchaser shall be contingent

upon the delivery of the executed Transaction Documents, satisfaction of the conditions precedent set forth herein and in the other Transaction

Documents, and confirmation by Purchaser’s counsel that it or the Title Company has possession of all Transaction Documents required

by Purchaser.

Section

3.03. Possession. Possession of the Property, free and clear of all tenants or other parties in possession, except in accordance

with the Lease, shall be delivered to Purchaser on the Closing Date.

ARTICLE

REPRESENTATIONS,

WARRANTIES AND COVENANTS

Section

4.01. Seller. Seller represents and warrants to, and covenants with, Purchaser as follows:

(a) Organization

and Authority. Seller is duly organized or formed, validly existing and in good standing under the laws of its state of formation,

and is qualified as a foreign limited liability company to do business in any jurisdiction where such qualification is required. Seller

has all requisite organizational authority to own and operate the Property, to execute, deliver and perform its obligations under this

Agreement and all of the other Transaction Documents, and to carry out the Transaction. The Person who has executed this Agreement on

behalf of Seller has been duly authorized to do so.

(b) Enforceability

of Documents. Upon execution by Seller, this Agreement and the other Transaction Documents to which it is a party, shall constitute

the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such

enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting

the rights of creditors generally, or by general equitable principles.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Other Agreements and Options. Except as disclosed in the Article IV Documents, no Seller Entity or the Property is subject to

any lease, sublease, license, occupancy agreement, management agreement, operating agreement, booking agreement, membership agreement,

suite-use agreement, sponsorship agreement or other agreement that grants any Person a right to use or occupy any portion of the Property

or the Vertical Improvements, grants any Person an ownership, leasehold, lien or other interest therein, or could bind Purchaser or the

Property after Closing, other than the Lease and the Permitted Encumbrances. Seller has delivered to Purchaser true, correct and complete

copies of the existing Ground Lease, the Operations Lease, each Operator Agreement and booking agreement, and the representative documents

relating to the Aikman Club and firepit suites. Except as disclosed in the Article IV Documents, no such agreement has been modified

or waived, all Aikman Club memberships were sold pursuant to the form delivered to Purchaser without modification to the material membership

terms, and no Person has any right to use an Aikman Club seat or firepit suite other than pursuant to the Article IV Documents.

(d) No

Violations. The authorization, execution, delivery and performance of this Agreement and the other Transaction Documents will

not (i) violate any provisions of the certificate of formation or other organizational documents of Seller, (ii) to Seller’s Knowledge,

result in a violation of or a conflict with, or constitute a default (or an event which, with or without due notice or lapse of time,

or both, would constitute a default) under any other document, instrument or agreement to which any Seller Entity is a party or by which

any Seller Entity, the Property or any of the property of a Seller Entity are subject or bound, (iii) result in the creation or imposition

of any Lien, restriction, charge or limitation of any kind, upon Seller or the Property, or (iv) to Seller’s Knowledge, violate

any law, statute, regulation, rule, ordinance, code, rule or order of any court or Governmental Authority applicable to Seller or the

Property. Without limiting the foregoing, to Seller’s Knowledge, consummation of the Transaction and execution and performance

of the Lease will not violate the City Development Agreement, any Operator Agreement or any booking agreement, cause a default thereunder,

reduce or impair any incentive payable thereunder, or impose upon Purchaser any development, construction, operating, funding, reporting,

indemnity or other obligation of a Seller Entity.

(e) Compliance.

To Seller’s Knowledge, each Seller Entity’s construction, ownership, use, occupancy and operation of the Property and the

Vertical Improvements, and the condition thereof, comply in all material respects with (i) all applicable statutes, regulations, rules,

ordinances, codes, licenses, permits, orders and approvals of each Governmental Authority having jurisdiction over the Property, including,

without limitation, all health, building, fire, safety and other codes, ordinances and requirements, the Americans With Disabilities

Act of 1990, and all policies or rules of common law, in each case as amended, and any judicial or administrative interpretation thereof,

including any judicial order, consent, decree or judgment applicable to the Property or any Seller Entity (collectively, the “Legal

Requirements”), (ii) all restrictions, covenants and encumbrances of record affecting the Property, and (iii) the City Development

Agreement, each Operator Agreement, each booking agreement, all insurance policies, licenses, permits, approvals and other agreements

and conditions applicable to the Property, the Vertical Improvements or the ownership, construction, operation, use or possession thereof.

No Seller Entity has received any written notice alleging that any Seller Entity, the Property, the Vertical Improvements, or the construction

or operation of the Project is in violation of, or default under, any of the foregoing, or that any Operator Agreement or booking agreement

has been breached or is in default, or that any entitlement to any incentive under the City Development Agreement has been impaired.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

(f) Compliance

with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. Without in any way limiting the provisions of Section

4.01(e), Seller, and to the best of Seller’s Knowledge, each of the Seller Entities is not currently identified on the OFAC List,

and is not a Person with whom a citizen of the United States is prohibited from engaging in transactions by any trade embargo, economic

sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States.

(g) Litigation.

There is no legal, administrative, arbitration or other proceeding, claim, investigation or action pending or, to Seller’s Knowledge,

threatened against any Seller Entity or affecting the Property, the Vertical Improvements, construction or operation of the Project,

any incentive payable under the City Development Agreement, any Operator Agreement, any booking agreement, or any Seller Entity’s

ability to execute, deliver or perform this Agreement or any other Transaction Document. No Seller Entity has received any written or

oral notice of any threatened claim or dispute involving any of the foregoing.

(h) No

Mechanic’s Liens or Encumbrances Covenant. Seller acknowledges that the filing of any mechanic’s or materialman’s

lien(s) or other encumbrances against the Property may impair Purchaser’s title, financing, sale, leasing, and/or Purchaser’s

other rights and duties relating to the Property. Accordingly, Seller represents, warrants and covenants to timely and properly satisfy

all financial obligations entered into by Seller to ensure there are no liens or encumbrances on the Property relating to and/or arising

from any amount owed by Seller for construction and improvements on the Property and the Vertical Improvements for materials, labor,

architectural services, engineering services, consulting and/or any other debts and/or financial obligation arising from and/or related

to the Project. Seller represents to Purchaser that other than what is disclosed in Schedule 4.01(h) attached hereto or the Title

Commitment, Seller has received no written notice of delinquent accounts due and payable, no constitutional or statutory mechanics’

liens and no claim to a mechanics’ lien in favor of any materialman, laborer, architect, engineer, surveyor, consultant or any

other person in connection with design, construction, labor, materials and/or services furnished to and/or performed in relation to construction

of improvements on the Property or the Vertical Improvements, which will not have been fully paid for or bonded around by Seller on or

before the Closing Date. Except as disclosed in Schedule 4.01(h) attached hereto or the Title Commitment, no Seller Entity is

disputing, withholding or contesting any amount claimed to be due for labor, materials, equipment or services furnished in connection

with the Project, and no Seller Entity has bonded around or otherwise provided security for any disputed payment or Lien arising out

of the Project. Further, Seller represents, that to Seller’s Knowledge, there are no outstanding accounts payable or other rights

sufficient to claim a constitutional or statutory mechanics’ lien in favor of any contractor, subcontractor, materialman, laborer,

architect, engineer, surveyor, consultant or any other person in connection with labor, materials, or services furnished to and/or performed

in relation to construction of improvements on any portion of the Property or the Vertical Improvements that will not be paid for in

full or bonded around on or before the Closing Date, or which might provide a basis for the filing of a lien or encumbrance on or against

the Property or any portion thereof. Other than what is disclosed in the Seller Documents and the ongoing performance of work related

to the Vertical Improvements, no work has been performed or is in progress, and no materials have been supplied, with respect to the

Property or the Vertical Improvements, and no agreements have been entered into for work to be performed or materials to be supplied

with respect thereto prior to the date hereof, which will not have been fully paid for or bonded around on or before the Closing Date

or which might provide the basis for the filing of liens against the Property or any portion thereof. Further, notwithstanding that any

applicable construction agreement may have been entered into by another Seller Entity, Seller covenants that it shall be solely responsible

for any and all claims for mechanics’ liens and accounts payable that have arisen or may subsequently arise as a result of agreements

entered into by any Seller Entity for work performed on, or materials supplied to, the Property or the Vertical Improvements. If any

mechanics’ lien, materialmen’s lien, constitutional lien or other construction-related Lien is filed before Closing, Seller

shall, on or before Closing, cause the same to be paid, released, discharged or bonded around in a manner satisfactory to Purchaser and

the Title Company and sufficient to remove the Lien as an exception from the Title Policy. Seller’s obligation under this sentence

shall not be subject to any notice or cure period.

FINANCIAL

CAPACITY AND PAYMENT COVENANT. Seller represents, warrants, and covenants that: (a) Seller and its applicable Affiliates presently

possess, and shall at all times during the construction of any improvements on the Property and/or on the Vertical Improvements, maintain

sufficient financial resources to timely pay all costs associated with the design, permitting, financing, construction, protection and

completion of such improvements; (b) Seller and its applicable Affiliates have established and shall maintain throughout construction

a budget reasonably sufficient to fully fund all labor, materials, equipment, professional services, financing costs, protection and

other expenses associated with improvements on the Property and the Vertical Improvements; (c) Seller shall not authorize, approve, incur,

or permit any change orders, cost overruns, scope increases, budget modifications, or other obligations that may ever impair Seller’s

or its applicable Affiliates’ ability to timely pay all persons furnishing labor, materials, equipment, financing, protection,

repairs, maintenance or other services with respect to the Property or the Vertical Improvements; and (d) Seller and its applicable Affiliates

have obtained, or will obtain financing and/or capital sufficient to satisfy all obligations relating to the improvements on the Property

and the Vertical Improvements, and Seller and its applicable Affiliates shall remain financially capable of satisfying all obligations

owed to any contractor, subcontractor, supplier, materialman, vendor, laborer, consultant, lender, architect, engineer, surveyor and/or

other party furnishing labor, materials, financing, equipment, or services of any kind with respect to the Property and/or the Vertical

Improvements.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

at any time prior to Closing Purchaser reasonably believes that Seller has failed, or may fail, to timely pay any person or entity furnishing

labor, materials, equipment, financing, or services relating to the Property or the Vertical Improvements, or if Purchaser reasonably

believes that Seller’s financial condition may impair Seller’s ability to satisfy its obligations relating to the Property

or the Vertical Improvements, Purchaser may request reasonable evidence of Seller’s payment history, financial capacity, and ability

to satisfy its present and future obligations. Such information may include, without limitation, financial statements, bank statements,

construction budgets, sources-and-uses statements, lender commitments, construction schedules, draw schedules, lien waivers, sworn statements,

invoices, payment applications, proof of payment, lien releases, contractor and subcontractor payment reports, and such other documentation

as Purchaser may reasonably request. Seller shall provide such documentation within five (5) business days upon receipt of Purchaser’s

request. Purchaser shall have no duty to review, verify, monitor, or investigate Seller’s financial condition, and Purchaser’s

receipt, review, or failure to request such information shall not waive any right or remedy of Purchaser or create any liability or obligation

on the part of Purchaser.

Construction

funding and lien indemnity

SELLER

SHALL DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO PURCHASER), INDEMNIFY, AND HOLD HARMLESS PURCHASER AND THE PURCHASER INDEMNIFIED

PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LIENS, ENCUMBRANCES, LIABILITIES, DAMAGES, LOSSES, JUDGMENTS,

PENALTIES, COSTS, EXPENSES, SETTLEMENTS, DIMINUTION IN VALUE, IMPAIRMENT OF TITLE, DELAYS, AND ATTORNEYS’ FEES, CONSULTANT, EXPERT,

AND PROFESSIONAL FEES AND COSTS ARISING OUT OF OR RELATING TO:

(i) the

filing, assertion, perfection, recording, enforcement, attempted enforcement, foreclosure,

or threatened foreclosure of any mechanic’s lien, materialman’s lien, constitutional

lien, statutory lien, lis pendens, financing-related claim, security interest, UCC filing,

judgment lien, or other claim or encumbrance arising from or relating to the Property, the

Project, or any work performed thereon;

(ii) Seller’s

failure, or the failure of any contractor, subcontractor, supplier, laborer, architect, engineer,

consultant, lender, vendor, materialman, or other person or entity claiming by, through,

or under Seller, to timely pay any obligation relating to the design, permitting, financing,

construction, improvement AND design OF improvements to the property and the vertical improvements

and/or services arising therefrom;

(iii) Seller’s

breach of any representation, warranty, covenant, or agreement contained in this Agreement

regarding Seller’s financial condition, financial capacity, construction funding, maintenance

of adequate funding, ability to satisfy construction costs, ability to satisfy financing

obligations, payment of project obligations, or ability to complete the improvements to the

property and vertical improvements free of Claims;

(iv) any

cost overrun, budget shortfall, change order, scope increase, financing deficiency, or other

circumstance that impairs or could reasonably be expected to impair Seller’s ability

to timely pay persons or entities furnishing labor, materials, equipment, financing, design,

consulting or other services relating to improvements on the Property or the vertical improvements;

and

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

(v) any

default, alleged default, acceleration, workout demand, foreclosure threat, enforcement action,

or claim asserted by any contractor, subcontractor, architect, engineer, consultant, lender

or financing source arising from design, construction and/or financing obtained by Seller

in connection with improvements on the Property or the vertical improvements.

THE

ABOVE DUTY TO DEFEND SHALL ARISE IMMEDIATELY UPON THE ASSERTION OF ANY CLAIM DESCRIBED IN THIS SECTION AND SHALL BE INDEPENDENT OF SELLER’S

DUTY TO INDEMNIFY.

SELLER FAILS TO TIMELY DISCHARGE, RELEASE, REMOVE, OR BOND AROUND ANY SUCH CLAIM, PURCHASER MAY, WITHOUT FURTHER NOTICE AND WITHOUT ANY

OBLIGATION TO DO SO, PAY, SETTLE, COMPROMISE, DEFEND AGAINST, DISCHARGE, RELEASE, OR BOND AROUND SUCH CLAIM ON SELLER’S BEHALF,

AND SELLER SHALL IMMEDIATELY REIMBURSE PURCHASER FOR ALL SUMS PAID OR INCURRED IN CONNECTION THEREWITH, INCLUDING ALL ATTORNEYS’

FEES, CONSULTANT FEES, EXPERT FEES, TITLE COMPANY CHARGES, BOND PREMIUMS, COURT COSTS, SETTLEMENT AMOUNTS, FINANCING COSTS, CARRYING

COSTS, AND ALL OTHER RELATED EXPENSES, TOGETHER WITH INTEREST AT THE MAXIMUM RATE PERMITTED BY TEXAS LAW FROM THE DATE INCURRED UNTIL

PAID IN FULL.

ANY

ACTION TAKEN BY PURCHASER UNDER THIS SECTION SHALL NOT CONSTITUTE AN ADMISSION REGARDING THE VALIDITY OF ANY CLAIM AND SHALL NOT WAIVE

OR IMPAIR ANY RIGHT OR REMEDY OF PURCHASER AGAINST SELLER. THE RIGHTS AND REMEDIES PROVIDED IN THIS SECTION ARE CUMULATIVE AND IN ADDITION

TO ALL OTHER RIGHTS AND REMEDIES AVAILABLE AT LAW, IN EQUITY, OR UNDER THIS AGREEMENT.

(i) City

Development Agreement. Seller has delivered to Purchaser true, correct and complete copies of the City Development Agreement

and all amendments, exhibits, schedules, addenda, consents, approvals, side letters and waivers relating thereto. Except as disclosed

in the Seller Documents, such documents constitute the entire agreement among the City Parties and the applicable Seller Entities concerning

the Project and the grants, contributions, reimbursements, rebates and other incentives relating thereto. The City Development Agreement

is valid and in full force and effect, no default or event that, with notice, passage of time or both, would constitute a default exists

thereunder, and no City Party has asserted or threatened any default, offset, reduction, suspension, recapture, clawback, reimbursement

obligation or other claim relating thereto or to any incentive payable thereunder.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

(j) Condemnation.

Seller has received no actual written notice that condemnation or eminent domain proceedings affecting the Property have been commenced

or, to the best of Seller’s Knowledge, are contemplated.

(k) Licenses

and Permits. Seller possesses, and upon Closing, Seller will possess, all required licenses, permits and other authorizations,

both governmental and private, presently required by applicable provisions of law, including statutes, regulations and existing judicial

decisions, and by the property and contract rights of third persons, necessary to permit the continued construction and, upon completion,

operation of the Project.

(l) Intellectual

Property. Seller possesses, and upon Closing, Seller will possess and have the right to use all intellectual property, licenses

and other rights as are material and necessary for the operation of the Project.

(m) Environmental.

(i) To

Seller’s Knowledge, neither the Property nor the Vertical Improvements are in violation of any Hazardous Materials Law. The inclusion

of any matter in any environmental report delivered to Purchaser shall not limit or qualify this representation.

(ii) No

Seller Entity has received any written or oral notice or other communication from any Person, including any Governmental Authority, relating

to Hazardous Materials, USTs, remediation, possible liability under any Hazardous Materials Law, other environmental conditions affecting

the Property, or any actual or potential administrative or judicial proceeding relating to any of the foregoing.

(n) Financial

Statements. The financial statements concerning the Seller Entities delivered by or on behalf of Seller to Purchaser are true,

correct and complete in all material respects, and no material adverse change has occurred with respect to such financial statements,

since the date such financial statements were prepared or delivered to Purchaser. Seller understands that Purchaser is relying upon such

financial statements and Seller represents that such reliance is reasonable. All such financial statements were prepared in accordance

with generally accepted accounting principles consistently applied and accurately reflect, as of the date of this Agreement and the Closing

Date, the financial condition of each individual or entity to which they pertain.

(o) Solvency.

There is no contemplated, pending or threatened Insolvency Event or similar proceedings, whether voluntary or involuntary, affecting

Seller, Sunset at McKinney, or Guarantor.

(p) Satisfaction

of Conditions Precedent. From the Effective Date through the Closing Date, Seller shall use commercially reasonable efforts to

satisfy all conditions set forth in Section 5.01 of this Agreement on or prior to the Closing Date.

(q) No

Bankruptcy Petition. Seller hereby agrees that it shall not institute against, or join any other Person in instituting against,

Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other proceeding under any federal

or state bankruptcy or similar law. The provisions of this Section shall survive the Closing or termination of this Agreement. Notwithstanding

the foregoing, the provisions of this Section shall in no way limit any other rights Seller may have with respect to this Agreement,

either at law or in equity.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

(r) State

Bulk Sales Statutes. Seller represents and warrants to Purchaser that no bulk sales statutes promulgated by any Governmental

Authority (“Bulk Sales Statutes”) apply as a result of the sale of the Property. Seller agrees to indemnify, defend

and hold Purchaser harmless from and against any and all losses, costs, damages, expenses (including without limitation, court costs

and reasonable attorney’s fees) and liabilities which may be sustained or incurred by Purchaser, and/or any and all claims, demands,

suits, proceedings and causes of action which may be brought or raised against Seller or Purchaser, as a result of or arising from (i)

any claim that Purchaser has any liability or obligations under the Bulk Sales Statutes (including without limitation, any tax obligations

or liabilities (or interest or penalties connected therewith) of Seller) by reason of the transactions provided for herein; or (ii) the

failure of Purchaser to withhold any of Seller’s unpaid tax obligations, liabilities, interest or penalties thereon from the Purchase

Price or otherwise as required under any Bulk Sales Statutes.

(s) Incentive

Rights. Except as disclosed in Schedule 4.01(s), no grant, contribution, reimbursement, rebate or other incentive payable under

the City Development Agreement has been assigned, pledged or encumbered.

All

representations and warranties of Seller made in this Agreement shall be true as of the date of this Agreement, shall be deemed to have

been made again at and as of the Closing Date, shall be true at and as of the Closing Date, and, together with the covenants made by

Seller herein, shall survive the Closing Date for a period of one (1) year. Notwithstanding the foregoing, the representations and warranties

of Seller set forth hereinabove that shall be deemed to have been made again at and as of the Closing Date and that survive the Closing

Date for a period of one (1) year (the “Bring-Down”) shall be deemed modified to the extent of any information actually

known to Purchaser as of the Closing Date, including any information disclosed in, or that is reasonably apparent from, (a) the Article

IV Documents, the Seller Documents, and any other document, report, or information made available to Purchaser in connection with Purchaser’s

due diligence investigation of the Property, including any site visits made by Purchaser or its agents and representatives, or otherwise,

(b) any Seller Update Notice (as hereinafter defined) delivered by Seller to Purchaser prior to the Closing Date, and (c) any publicly

available information.

Notwithstanding

the foregoing, if after the Effective Date and prior to Closing, Seller becomes aware of any fact, event or circumstance that would cause

any representation or warranty of Seller set forth in this Section 4.01 to be inaccurate in any material respect as of the Closing Date,

Seller shall promptly deliver written notice thereof to Purchaser (each, a “Seller Update Notice”). Upon delivery

of a Seller Update Notice, Seller shall have five (5) Business Days (or such longer period as the parties may agree in writing) to cure

the matter disclosed therein so that the applicable representation or warranty is accurate in all material respects as of the Closing

Date (the “Cure Period”). If Seller cures the matter within the Cure Period, the applicable representation or warranty

shall be deemed satisfied for purposes of the Bring-Down at Closing and Purchaser shall have no claim with respect to the matter so cured.

If Seller fails to cure the matter within the Cure Period, Purchaser shall have the right, as its sole remedy with respect to the matter

disclosed in the Seller Update Notice, to terminate this Agreement by delivering written notice to Seller within five (5) Business Days

after expiration of the Cure Period, in which event the Earnest Money and the reasonable and verified out-of-pocket costs and expenses

described under Section 6.02(a) shall be refunded to Purchaser, and neither party will have any further obligations or liability hereunder,

except for those obligations expressly stated to survive such termination. If Purchaser does not timely terminate this Agreement following

expiration of the Cure Period, Purchaser shall be deemed to have waived any claim for breach of the applicable representation or warranty

to the extent of the matter disclosed in the Seller Update Notice, and the applicable representation or warranty shall be deemed modified

to reflect the disclosure contained in the Seller Update Notice for purposes of the Bring-Down at Closing. Notwithstanding anything to

the contrary in this paragraph, the Closing Date shall not be extended by reason of any Seller Update Notice, Cure Period or Purchaser

response period under this paragraph. Nothing in this paragraph shall relieve Seller of liability for any representation or warranty

that was false when originally made as of the Effective Date or for any breach caused by Seller’s intentional act or omission.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Section

4.02. Purchaser. Purchaser represents and warrants to, and covenants with, Seller as follows, to Purchaser’s current actual

knowledge:

(a) Organization

and Authority. Purchaser is duly organized, validly existing and in good standing under the laws of its state of formation. Purchaser

has all requisite organizational authority to execute, deliver and perform its obligations under this Agreement and all of the other

Transaction Documents to which it is a party and to carry out the Transaction. The Person who has executed this Agreement on behalf of

Purchaser has been duly authorized to do so.

(b) Enforceability

of Documents. Upon execution by Purchaser, this Agreement and the other Transaction Documents to which it is a party, shall constitute

the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except

as such enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating

to or affecting the rights of creditors generally, or by general equitable principles.

There is no action or proceeding pending or, to Purchaser’s knowledge, threatened against Purchaser before any Governmental Authority

that would materially impair Purchaser’s ability to execute and perform this Agreement or consummate the Transaction.

(d) Satisfaction

of Conditions Precedent. From the Effective Date through the Closing Date, Purchaser agrees to use its best efforts to satisfy

all conditions set forth in Section 5.02 of this Agreement on or prior to the Closing Date.

All

representations and warranties of Purchaser made in this Agreement shall be true as of the date of this Agreement, shall be deemed to

have been made again at and as of the Closing Date, shall be true at and as of the Closing Date, and, together with the covenants made

by Purchaser herein, shall survive Closing for a period of one (1) year.

ARTICLE

CONDITIONS

PRECEDENT TO CLOSING

Section

5.01. Purchaser’s Conditions to Closing. Purchaser shall not be obligated to close and fund the Transaction until the fulfillment

(or written waiver by Purchaser) of all of the following conditions:

(a) Seller,

Sunset at McKinney, and Guarantor, as appropriate, shall have delivered to Purchaser or the Title Company, as applicable, the following

items:

(i) The

Deed;

(ii) Such

documents evidencing the legal status and good standing of Seller, Sunset at McKinney, and Guarantor that may be required by the Title

Company for issuance of the Title Policy, including, without limitation, certificates of good standing;

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

(iii) Fully

executed originals of (A) the Lease, together with a fully executed original of a memorandum thereof for the Property (the “Memorandum

of Lease”), which shall be substantially in the form attached as an exhibit to the Lease, and (B) an Assignment of Warranties

in the form of Exhibit E attached hereto, or if not assignable, evidence satisfactory to Purchaser that it will receive coverage

or protection acceptable to Purchaser for the matters covered by such warranties, in either case, to the extent required by Purchaser

(the “Assignment of Warranties”), and (C) all of the other Transaction Documents, including without limitation, the

Guaranty;

(iv) Certificates

evidencing the insurance coverage, limits and policies to be carried by Seller as lessee under and pursuant to the terms of the Lease,

on the forms and containing the information required by Purchaser, as landlord, pursuant to the Lease (“Lease Proof of Insurance”);

(v) A

certificate of an officer, manager or general partner, as applicable, of each of Seller, Sunset at McKinney and Guarantor, together with

copies of each entity’s (A) articles of organization or certificate of formation, as applicable, amended to date; (B) operating

agreement, bylaws or partnership agreement, as applicable, amended to date; (C) resolutions authorizing the Transaction and the execution

of this Agreement and the other Transaction Documents, and identifying the Person(s) authorized to execute this Agreement and the other

Transaction Documents; and (D) original certificates of good standing or similar documents from the states in which each entity was organized

or formed, and original certificates of qualification or similar documents from the state where the Property is located;

(vi) A

duly executed affidavit from Seller stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment

in Real Property Tax Act of 1980 and 1984 Tax Reform Act, in the form attached hereto as Exhibit D (“Non-Foreign Seller

Certificate”);

(vii) Closing

settlement statements approved by Seller and Purchaser to reflect the credits, prorations, and adjustments contemplated by or specifically

provided for in this Agreement;

(viii) To

the extent not previously provided, the most recent financial statements available for Seller, Sunset at McKinney, and Guarantor; and

(ix) A

fully executed termination of the existing Ground Lease, effective as of Closing, in form and substance satisfactory to Purchaser;

(x) All

documents required to be delivered by this Agreement and the other Transaction Documents and as may otherwise be reasonably required

in order to fully and legally close this Transaction.

(b) Purchaser

shall have received the Title Commitment and the Title Company’s irrevocable commitment to insure title by means of the Title Policy.

material adverse change shall have occurred with respect to the Property, the Vertical Improvements, construction or operation of the

Project, the current or prospective financial condition of Seller, Sunset at McKinney or Guarantor, the availability of any material

Project financing, or the grants, contributions, reimbursements, rebates and other incentives payable under the City Development Agreement.

(d) All

representations and warranties of Seller set forth herein shall have been true and correct in all material respects when made, and all

covenants, agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing in connection

with the Transaction shall have been duly performed or complied with by Seller prior to or at such time or waived in writing by Purchaser.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

(e) No

event shall have occurred or condition shall exist which would, upon the Closing Date, or, upon the giving of notice and/or passage of

time, constitute a breach or default hereunder or under any other Transaction Document, or any other agreements between or among Purchaser,

Seller, Sunset at McKinney, or Guarantor.

(f) Seller

and Sunset at McKinney shall have caused (i) the existing Ground Lease to be terminated effective as of Closing, (ii) the Operations

Lease or applicable Operator Agreement to be amended and restated as a sublease subordinate to the Lease, in form and substance satisfactory

to Purchaser, and (iii) all other leases, subleases, licenses, occupancy agreements and other documents affecting the Property or the

Vertical Improvements to be terminated, subordinated or expressly approved in writing by Purchaser. No termination or subordination shall

be required for Aikman Club memberships, firepit-suite rights or sponsorship rights that are disclosed in the Seller Documents.

(g) Purchaser

shall have received evidence reasonably satisfactory to Purchaser that (i) Seller has received all material permits and approvals currently

required under Legal Requirements to continue construction of the improvements on the Property and the Vertical Improvements as of the

Closing Date (it being understood that permits and approvals required solely for the future operation of the completed Project shall

not be a condition to Closing), and (ii) all material governmental and third-party consents and approvals required as of the Closing

Date for consummation of the Transaction, execution and performance of the Lease, ownership of the Vertical Improvements by a Seller

Entity, and execution and performance of the City Recognition Agreement have been obtained and remain in full force and effect. For purposes

of this condition, “evidence” means copies of the applicable permits, approvals or consents to the extent in Seller’s

possession or reasonably obtainable, or if not in Seller’s possession or reasonably obtainable, a written confirmation from Seller

that, to Seller’s Knowledge, the applicable permits, approvals or consents have been obtained and remain in full force and effect.

(h) Purchaser

has received and approved the final Amended and Restated Development Agreement and all agreements, schedules, exhibits, consents and

approvals relating thereto or to any grants, contributions, reimbursements, rebates or other incentives affecting the Property or the

Project, including confirmation satisfactory to Purchaser that the Transaction and Lease are authorized, Purchaser does not assume any

obligation under the City Development Agreement, the City Parties’ rights do not prime or impair Purchaser’s fee title or

rights under the Lease, and the ownership of the Vertical Improvements, Operator structure and incentive recipients are correctly identified.

(i) The

Title Company shall have irrevocably committed to issue the Title Policy to Purchaser at Closing, insuring Purchaser’s fee simple

title to the Property, subject only to the Permitted Encumbrances and the Lease. As a condition to the foregoing, (i) the MEDC Note shall

have been amended, modified or otherwise addressed pursuant to the Amended and Restated Development Agreement and the related closing

documents in a manner approved by Purchaser; (ii) the MEDC Deed of Trust and all other collateral securing the MEDC Note shall have been

amended so that they encumber only the Tenant Interest, consisting collectively of Seller’s leasehold estate under the Ground Lease

Agreement and Seller’s fee simple ownership interest in the Vertical Improvements, which interests shall be encumbered together

and not separately; and (iii) no lien, security interest, collateral assignment or other collateral arrangement in favor of MEDC shall

encumber, or permit any foreclosure, transfer or other remedy that could terminate, subordinate, prime or impair, the Property, Purchaser’s

fee estate, the Horizontal Improvements, Purchaser’s reversionary interest, the Ground Lease Agreement or Purchaser’s rights

and remedies thereunder.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

(j) Purchaser

has received evidence satisfactory to Purchaser that the City Parties and all applicable Seller Entities have executed and delivered

the Consent, Recognition, Estoppel and Nondisturbance Agreement dated as of the Closing Date in form and substance satisfactory to Purchaser

(the “City Recognition Agreement”), together with all agreements, instruments and documents expressly contemplated

by the City Recognition Agreement or required in connection with the amendment, modification, replacement, restructuring, enforcement

or collateralization of the MEDC Note and the MEDC Deed of Trust, including any amendment, replacement or restatement of the MEDC Deed

of Trust, any collateral assignment of rents, security agreement, escrow agreement, assignment in lieu of leasehold foreclosure, assignment

of guaranties, or other collateral, enforcement or credit support document relating to the MEDC Note (collectively, the “City

Collateral Documents”), each in form and substance satisfactory to Purchaser, that the City Recognition Agreement and the City

Collateral Documents are in full force and effect, and that the Title Company is irrevocably authorized to record all recordable portions

thereof concurrently with the Deed and Memorandum of Lease.

(k) Seller

shall have caused a licensed Texas surveyor to prepare a legal description of the Vertical Improvements in a manner sufficient under

Texas law to sever the Vertical Improvements from the Land and the Horizontal Improvements, and such legal description shall have been

approved by Purchaser, the Title Company, and all applicable Governmental Authorities, if required, and incorporated into the Deed, the

Lease, and the Memorandum of Lease as appropriate.

Upon

the fulfillment or Purchaser’s written waiver of all of the above conditions, Purchaser shall deposit funds necessary to close

this Transaction with the Title Company and this Transaction shall close in accordance with the terms and conditions of this Agreement.

Unless otherwise agreed, all of the documents to be delivered at Closing shall be dated as of the Closing Date.

Section

5.02. Seller’s Conditions Precedent to Closing. Seller shall not be obligated to close the Transaction until the fulfillment

(or written waiver by Seller) of all of the following conditions:

(a) Purchaser

shall have delivered to the Title Company the Purchase Price, as adjusted pursuant to the requirements of this Agreement;

(b) Purchaser

shall have caused to be executed and delivered to the appropriate Persons fully executed originals of all Transaction Documents, including

without limitation, the Lease, together with the Memorandum of Lease and the Assignment of Warranties;

and Seller shall have approved the Title Company settlement statements that reflect the credits, prorations, and adjustments contemplated

by or specifically provided for in this Agreement;

(d) Purchaser

shall have delivered to Seller and/or the Title Company such other documents as may reasonably be required in order to fully and legally

close this Transaction; and

(e) All

covenants, agreements and conditions required to be performed or complied with by Purchaser prior to or at the time of Closing in connection

with the Transaction shall have been duly performed or complied with by Purchaser or waived in writing by Seller prior to or at such

time.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

ARTICLE

DEFAULTS;

REMEDIES

Section

6.01. Default. Each of the following shall be deemed an event of default (each, an “Event of Default”):

(a) If

any representation or warranty of Seller or Purchaser set forth in this Agreement or any other Transaction Document is false in any material

respect or if Seller or Purchaser renders any false statement relating thereto;

(b) If

Seller or Purchaser fails to perform any of its material obligations under this Agreement and such failure continues for five (5) Business

Days after written notice thereof; provided, however, that a failure to consummate the Closing when required shall be subject

to a cure period of two (2) Business Days after written notice thereof in lieu of the foregoing five (5) Business Day period; or

any Insolvency Event shall occur with respect to any Seller Entity or Purchaser.

Section

6.02. Remedies. Upon any Event of Default, the non-defaulting party shall be entitled to exercise, at its option and as its sole

and exclusive remedy, one of the following remedies:

(a) The

non-defaulting party may terminate this Agreement by giving written notice to the defaulting party and recover from the defaulting party

all reasonable and verified out-of-pocket costs and expenses incurred by the non-defaulting party hereunder (including without limitation,

the Transaction Costs, any other due diligence costs, and the reasonable and verified fees and costs of legal counsel or other advisors),

not to exceed, in the aggregate, $250,000.00, in which event neither party will have any further obligations or liability hereunder,

except for those obligations expressly stated to survive such termination;

(b) The

non-defaulting party may waive the Event of Default and proceed with the Closing; or

the non-defaulting party is Purchaser, then notwithstanding the foregoing, if Seller defaults in its obligation to consummate the Closing

after satisfaction or waiver of all conditions precedent applicable to Purchaser, Purchaser shall have the right to seek specific performance

of Seller’s obligations under this Agreement, together with recovery of its reasonable attorneys’ fees and costs arising

out of, or related to, its enforcement of specific performance. The foregoing shall not require Seller to pay any attorneys’ fees

or costs incurred in connection with the negotiation, documentation, due diligence, financing, underwriting, title review, survey review,

or closing of the transaction contemplated by this Agreement (except as otherwise expressly set forth herein). Seller shall be responsible

only for Purchaser’s reasonable and documented attorneys’ fees and court costs incurred directly and solely in connection

with obtaining and enforcing an order of specific performance.

The

remedies set forth in this Section shall not limit any right or remedy arising from an obligation or indemnity expressly stated to survive

termination of this Agreement.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

ARTICLE

VII

MISCELLANEOUS

Section

7.01. Transaction Characterization.

(a) The

parties intend that (i) all components of the Transaction shall be considered a single integrated transaction and shall not be severable;

and (ii) the Lease shall constitute a lease of all, but not less than all, of the Property.

(b) The

parties intend that the conveyance of the Property to Purchaser be an absolute conveyance in effect as well as form, and that the instruments

of conveyance to be delivered at Closing shall not serve or operate as a mortgage, equitable mortgage, deed of trust, security agreement,

trust conveyance or financing or trust arrangement of any kind, nor as a preference or fraudulent conveyance against any creditors of

Seller. After the execution and delivery of the Deed, Seller will have no legal or equitable interest or any other claim or interest

in the Property, other than the interests set forth in the Lease. The parties also intend for the Lease to be a true lease and not a

transaction creating a financing lease, capital lease, equitable mortgage, mortgage, deed of trust, security interest or other financing

arrangement, and the economic realities of the Lease are those of a true lease. Notwithstanding the existence of the Lease, neither party

shall contest the validity, enforceability or characterization of the sale and purchase of the Property by Purchaser pursuant to this

Agreement as an absolute conveyance, and both parties shall support the intent expressed herein that the purchase of the Property by

Purchaser pursuant to this Agreement provides for an absolute conveyance and does not create a joint venture, partnership, equitable

mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs.

of the parties hereto agrees that it will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any

action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation,

any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be

inconsistent with the intention of the parties expressed in this Section 7.01.

Section

7.02. Risk of Loss.

(a) Condemnation.

If, prior to Closing, action is initiated to take the Property, the Vertical Improvements or any portion thereof, by eminent domain proceedings

or by deed in lieu thereof, Purchaser may elect at or prior to Closing, to (i) terminate this Agreement, in which event neither party

will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination,

or (ii) proceed to close, in which event all of Seller’s assignable right, title and interest in and to the award of the condemning

authority shall be assigned to Purchaser at the Closing and there shall be no reduction in the Purchase Price; provided, however, that

the treatment of any portion of such award attributable to the Vertical Improvements shall be governed by the Lease and the other applicable

Transaction Documents.

(b) Casualty.

Seller assumes all risks and liability for damage to or injury occurring to the Property or the Vertical Improvements by fire, storm,

accident, or any other casualty or cause prior to Closing. If the Property, the Vertical Improvements, or any part thereof suffers any

damage prior to Closing from fire or other casualty, which Seller, at its sole option, does not elect to fully repair, Purchaser may

elect at or prior to Closing, to (i) terminate this Agreement, in which event neither party will have any further obligations or liability

hereunder, except for those obligations expressly stated to survive such termination, or (ii) consummate the Closing, in which event

all of Seller’s right, title and interest in and to the proceeds of any insurance covering such damage (less an amount equal to

any expense and costs reasonably incurred by Seller to repair or restore the Property, which shall be payable to Seller upon Seller’s

delivery to Purchaser of satisfactory evidence thereof), to the extent that the amount of such insurance does not exceed the Purchase

Price, shall be assigned to Purchaser at Closing, and Purchaser shall be entitled to a credit in the amount of Seller’s deductible

at Closing. The treatment of insurance proceeds attributable to the Vertical Improvements shall be governed by the Lease and the other

Transaction Documents. From and after Closing, casualty and the application of insurance proceeds shall be governed by the Lease and

the other applicable Transaction Documents.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Insurance and Bonding. Seller agrees and expressly covenants that Seller shall cause Purchaser to be added as an additional insured

under all of Seller’s insurance policies. Within thirty (30) days after the Effective Date, Seller shall cause the general contractor

for the Project (the “Prime Contractor”) to execute and deliver a conditional assignment of the general construction

contract for the Project (the “General Contract”) in form and substance reasonably acceptable to Purchaser and MEDC

(the “Conditional Assignment”); provided, however, that (i) any such Conditional Assignment or acknowledgement shall

be expressly subject to, and subordinate to, the ARDA, the City Recognition Agreement, and all applicable City Collateral Documents;

(ii) no such instrument shall be effective to transfer, pledge, encumber or impair any City Party’s rights in any project contracts,

revenues, proceeds, or related collateral; (iii) any such instrument shall become operative only upon Purchaser’s express written

assumption and only to the extent the General Contract is legally assignable and all required consents, including any required City Party

and MEDC consents have been obtained; and (iv) Seller shall not deliver any such instrument to the Prime Contractor or Purchaser until

Seller has confirmed in writing that all required consents under the ARDA, the City Recognition Agreement and the City Collateral Documents

have been obtained. Purchaser and Seller shall cooperate in good faith to negotiate the Conditional Assignment with the Prime Contractor;

provided, however, that obtaining the fully executed Conditional Assignment shall remain Seller’s obligation. Within thirty (30)

days after the Effective Date, Seller shall cause Purchaser to be named as an obligee/co-obligee under all construction payment and performance

bonds and shall cause all such construction payment and performance bonds to be filed of record in Collin County, Texas in conformance

with the Texas Property Code. Seller’s obligations under this Section 7.02(c) shall survive the Closing until fully performed.

Notwithstanding any other provision of this Agreement, Purchaser’s rights under the Conditional Assignment and the General Contract

shall be subject in all respects to the restrictions set forth in the City Recognition Agreement, including, without limitation the requirement

that Purchaser deliver a written Construction Election (as defined in the City Recognition Agreement), before exercising any right under

the Conditional Assignment to assume, direct, take over or complete construction of the Project under the General Contract. The foregoing

restriction applies continuously from the date of any notice of Owner Default or Event of Default (each as defined in the City Recognition

Agreement) through the expiration of all applicable cure periods, any Trigger Event, the duration of the Guarantor Cure Period and the

duration of any Standstill Period (each as defined in the City Recognition Agreement). In the event of any conflict between this Agreement

and the City Recognition Agreement with respect to Purchaser’s rights under the Conditional Assignment or the General Contract,

the City Recognition Agreement shall control. The City Parties and MEDC are express third-party beneficiaries of the covenants and obligations

of Purchaser set forth in Section 7.02(c), and shall have the right to directly enforce such provisions against Purchaser to the extent

necessary to protect their rights under the City Recognition Agreement, the Amended MEDC Deed of Trust, the ARDA and any Development

Document.

(d) Maintenance

of the Property and Insurance. From the Effective Date until Closing, Seller shall continue to maintain, or cause the applicable

Seller Entity to maintain, the Property and the Vertical Improvements in good condition and repair, ordinary construction activities

and casualty excepted, and shall continue to maintain, or cause to be maintained, all insurance covering the Property and the Vertical

Improvements in the same or greater amounts, with the same or greater coverage, and subject to the same or lower deductibles as in existence

as of the Effective Date.

(e) Third-Party

Beneficiary. Purchaser’s rights as a third-party beneficiary of the General Contract shall be as set forth in the Conditional

Assignment. Purchaser shall not be deemed to assume, undertake or become liable for any duty, obligation, indebtedness, liability, default,

payment obligation or other responsibility of Seller under the General Contract unless and until expressly assumed by Purchaser in a

separate written instrument executed by Purchaser.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Section

7.03. Notices. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments

given pursuant to this Agreement (collectively called “Notices”) shall be in writing and given by (a) hand delivery,

(b) express overnight delivery service, (c) email transmission, or (d) certified or registered mail, return receipt requested, and shall

be deemed to have been delivered upon (i) receipt, if hand delivered, (ii) the next Business Day, if delivered by a reputable express

overnight delivery service, (iii) receipt of confirmation of email, if delivered by email, or (iv) the third Business Day following the

day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested.

Notices shall be provided to the parties and addresses (or email addresses, as applicable) specified below:

to Seller:

Sunset

Ground at McKinney LLC

1755

Telstar Drive, Suite 501

Colorado

Springs, CO 80920

Attention:

General Counsel

Email:

***

to Purchaser:

STORE

Capital Acquisitions, LLC

8377

E. Hartford Drive, Suite 100

Scottsdale,

AZ 85255

Attention:

Carla Thoman

Email:

***

With

a copy to:

Womble

Bond Dickinson (US) LLP

201

East Washington Street, Suite 1200

Phoenix,

Arizona 85004

Attention:

John Rawicz, Esq.

Email:

***, with copies to ***

to such other address or such other Person as either party may from time to time hereafter specify to the other party in a notice delivered

in the manner provided above. Whenever in this Agreement the giving of Notice is required, the giving thereof may be waived in writing

at any time by the Person or Persons entitled to receive such Notice.

copy of any Notice delivered pursuant to this Section shall also contemporaneously be delivered in the manner herein specified to any

mortgagee or assignee of Purchaser’s interest which shall have duly notified Seller in writing of its name and address.

Section

7.04. Assignment. Purchaser may assign its rights under this Agreement in whole or in part at any time to an Affiliate of Purchaser.

Upon any unconditional assignment of Purchaser’s entire right and interest hereunder to an Affiliate of Purchaser, Purchaser shall

automatically be relieved, from and after the date of such assignment, of liability for the performance of any obligation of Purchaser

contained herein. Seller shall not, nor shall Seller permit any Seller Entity to do any of the following without the prior written consent

of Purchaser, which consent may be withheld in Purchaser’s sole discretion: sell, assign, transfer, mortgage, convey, encumber

or grant any easements or other rights or interests of any kind in the Property, the Vertical Improvements, any of Seller’s rights

under this Agreement or any interest in Seller, or any direct or indirect ownership interest in Seller Entity, whether voluntarily, involuntarily

or by operation of law or otherwise, including, without limitation, by merger, consolidation, dissolution or otherwise. Notwithstanding

the foregoing, no consent by Purchaser under this Section 7.04 shall authorize any transfer, encumbrance, or assignment that is prohibited

by or requires an unobtained consent under the ARDA, the City Recognition Agreement, or any City Collateral Document, and all required

City Party and MEDC consents shall remain necessary and shall not be satisfied by Purchaser’s consent alone.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Section

7.05. Indemnity.

(a) SELLER

SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PURCHASER AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS,

MEMBERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AS APPLICABLE (COLLECTIVELY, THE “PURCHASER INDEMNIFIED PARTIES”),

FROM AND AGAINST ANY AND ALL LOSSES OF ANY NATURE ARISING FROM OR CONNECTED WITH (I) BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES,

COVENANTS, AGREEMENTS OR OBLIGATIONS OF SELLER SET FORTH IN THIS AGREEMENT, AND (II) THE NEGLIGENT ACTS OR WILLFUL MISCONDUCT OF ANY

SELLER ENTITY IN CONNECTION WITH THE OWNERSHIP, CONSTRUCTION AND OPERATION OF THE PROPERTY AND THE VERTICAL IMPROVEMENTS PRIOR TO THE

CLOSING DATE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER’S INDEMNITY UNDER CLAUSE (I) SHALL INCLUDE ANY LOSSES ARISING

FROM (A) ANY REPRESENTATION OR WARRANTY SET FORTH IN SECTION 4.01(N) BEING FALSE, AND (B) ANY CONSTRUCTION-RELATED LIEN OR ANY FAILURE

OF A SELLER ENTITY TO PAY COSTS INCURRED FOR THE DESIGN, DEVELOPMENT OR CONSTRUCTION OF IMPROVEMENTS ON THE PROPERTY OR THE VERTICAL

IMPROVEMENTS. SELLER SHALL NOT BE LIABLE UNDER THIS SECTION 7.05(A) FOR ANY LIABILITY OR OBLIGATION ARISING FROM OR RELATING TO ANY CONTRACT

ENTERED INTO BY A SELLER ENTITY TO THE EXTENT SUCH LIABILITY OR OBLIGATION IS EXPRESSLY ASSUMED BY PURCHASER IN WRITING OR IS THE OBLIGATION

OF SELLER UNDER THE LEASE. WITHOUT LIMITING THE FOREGOING, SELLER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE PURCHASER INDEMNIFIED

PARTIES FROM AND AGAINST ANY LOSSES ARISING FROM DEFECTS IN THE DESIGN OR CONSTRUCTION OF THE PROJECT OR FROM ANY CLAIM BY A CONTRACTOR,

SUBCONTRACTOR, ARCHITECT, ENGINEER, CONSULTANT OR FINANCING SOURCE RELATING TO THE DESIGN, CONSTRUCTION OR FINANCING OF THE PROJECT AND

NOT EXPRESSLY ASSUMED BY PURCHASER IN WRITING OR REQUIRED TO BE BORNE BY SELLER UNDER THE LEASE. The obligations under this Section

7.05(a) shall survive Closing for a period of one (1) year; provided, however, that the foregoing survival period shall not apply

to claims arising from construction-related Liens, mechanics’ liens, environmental matters or the City Development Agreement, which

shall survive Closing without regard to such one-year limitation.

(b) Purchaser

shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against Losses arising from (i) the gross negligence

or willful misconduct of Purchaser in connection with this Agreement, and (ii) the matters for which Purchaser is expressly required

to indemnify Seller under Section 2.07. The obligations under this Section 7.05(b) shall survive Closing or termination

of this Agreement.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Section

7.06. Brokerage Commission. Each of the parties represents and warrants to the other that neither party has dealt with, negotiated

through or communicated with any broker in connection with this Transaction. Each party shall indemnify, defend and hold harmless the

other party from and against any and all claims, loss, costs and expenses, including reasonable attorneys’ fees, resulting from

any claims that may be made against the indemnified party by any broker claiming a commission or fee by, through or under such indemnifying

party. The parties’ respective obligations under this Section 7.06 shall survive Closing or termination of this Agreement.

Section

7.07. Reporting Requirements. The parties agree to comply with any and all reporting requirements applicable to the Transaction which

are set forth in any law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority, and further agree

upon request, to furnish the other party with evidence of such compliance.

Section

7.08. Disclosures. Except as expressly set forth in Sections 7.07 and 7.16, this Section 7.08, as required by law or judicial action,

and for disclosures to the City Parties as required to obtain approval of the transaction contemplated by this Agreement pursuant to

the City Development Agreement, prior to Closing neither Seller nor Purchaser will make any public disclosure of this Agreement or the

other Transaction Documents, the Transaction or the provisions of the Transaction Documents without the prior consent of the other party

hereto. The parties further agree that, notwithstanding any provision contained in this Agreement, any party (and each employee, representative

or other agent of any party) may disclose to any and all Persons, without limitation of any kind, any matter required under the Securities

Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Purchaser may disclose information concerning the Transaction

to its Affiliates, prospective lenders, investors, rating agencies, servicers and professional advisers, in each case on a confidential

basis or subject to customary confidentiality obligations.

Section

7.09. Time is of the Essence. The parties hereto expressly agree that time is of the essence with respect to this Agreement.

Section

7.10. Non-Business Days. If the Closing Date or the date for delivery of a notice or performance of some other obligation of a party

falls on a Saturday, Sunday or legal holiday in the state in which the Property is located, then the Closing Date or such notice or performance

shall be postponed until the next Business Day.

Section

7.11. Waiver and Amendment. No provision of this Agreement shall be deemed waived or amended except by a written instrument unambiguously

setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought. Waiver

of any matter shall not be deemed a waiver of the same or any other matter on any future occasion.

Section

7.12. Limitation on Liability. Notwithstanding anything to the contrary provided in this Agreement, it is specifically understood

and agreed, such agreement being a primary consideration for the execution of this Agreement and the Lease, that (a) there shall be absolutely

no personal liability on the part of any director, officer, manager, member, employee or agent of either party with respect to any of

the terms, covenants and conditions of this Agreement, (b) each party waives all claims, demands and causes of action against the other

party’s directors, officers, managers, members, employees and agents in the event of any breach by such other party of any of the

terms, covenants and conditions of this Agreement, (c) each party shall look solely to the assets of the other party for the satisfaction

of each and every remedy in the event of any breach of any of the terms, covenants and conditions of this Agreement, such exculpation

of liability to be absolute and without any exception whatsoever, and (d) neither party shall be liable to the other for any punitive,

consequential, special, or indirect damages; provided, however, that the foregoing waiver of consequential, special and indirect

damages shall not limit the scope of any indemnity or defense obligation under this Agreement. Notwithstanding the foregoing, no limitation

or waiver contained in this Section shall apply to (i) fraud, intentional misrepresentation, gross negligence or willful misconduct or

(ii) attorneys’ fees and costs recoverable under this Agreement. The parties hereto agree that this Section shall not be used to

limit or waive a claim arising between the parties from the terms of the Ground Lease Agreement.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Section

7.13. Headings; Internal References. The headings of the various sections and exhibits of this Agreement have been inserted for reference

only and shall not to any extent have the effect of modifying the express terms and provisions of this Agreement. Unless stated to the

contrary, any references to any section, subsection, exhibit and the like contained herein are to the respective section, subsection,

exhibit and the like of this Agreement.

Section

7.14. Construction Generally. This is an agreement between parties who are experienced in sophisticated and complex matters similar

to the Transaction and the other Transaction Documents, is entered into by both parties in reliance upon the economic and legal bargains

contained herein and therein, and shall be interpreted and construed in a fair and impartial manner without regard to such factors as

the party which prepared the instrument, the relative bargaining powers of the parties or the domicile of any party. Seller and Purchaser

were each represented by legal counsel competent in advising them of their obligations and liabilities hereunder.

Section

7.15. Further Assurances. Each of the parties agrees, whenever and as often as reasonably requested so to do by the other party or

the Title Company, to execute, acknowledge, and deliver, or cause to be executed, acknowledged, or delivered, any and all such further

conveyances, assignments, confirmations, satisfactions, releases, instruments, or other documents as may be necessary, expedient or proper,

in order to complete any and all conveyances, transfers, sales and assignments herein provided and to do any and all other acts and to

execute, acknowledge and deliver any and all documents as so requested in order to carry out the intent and purpose of this Agreement.

Section

7.16. Securitizations and Other Transactions. Subject to Section 7.08, as a material inducement to Purchaser’s willingness

to complete the transactions contemplated by this Agreement and the other Transaction Documents, Seller hereby acknowledges and agrees

that Purchaser may, from time to time and at any time, (a) advertise, issue press releases, send direct mail or otherwise disclose information

regarding the Transaction for marketing purposes; and (b) engage in all or any combination of the following, or enter into agreements

in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other

laws: (i) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of the Property, the

Lease or any other Transaction Document, Purchaser’s right, title and interest in the Property, the Lease or any other Transaction

Document, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing, or (ii) a securitization

and related transactions. Seller agrees to use all reasonable efforts and to cooperate fully with Purchaser with respect to all reasonable

requests of Purchaser relating to the foregoing, which includes without limitation, with respect to the activities described in subsection

(b) providing reasonable financial information, financial and other data, and other information and materials which would customarily

be required by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to any of the

foregoing. The provisions of this Section 7.16 shall survive the Closing. Notwithstanding the foregoing, any sale, assignment, grant,

transfer, conveyance, financing, refinancing, participation, or securitization by Purchaser shall not impair, prime or otherwise adversely

affect the City Parties’ rights under the Amended and Restated Development Agreement, the City Recognition Agreement, or any City

Collateral Document.

Section

7.17. Attorneys’ Fees. In the event of any controversy, claim, dispute or proceeding between the parties concerning this Agreement,

the prevailing party shall be entitled to recover all of its reasonable attorneys’ fees and other costs in addition to any other

relief to which it may be entitled.

Compliance

with City Development Documents. Notwithstanding anything to the contrary in this Agreement, no assignment, transfer, collateral assignment,

pledge, encumbrance, delegation or other disposition contemplated by this Agreement shall be made or become effective to the extent it

conflicts with or requires an unobtained consent expressly required under the City Recognition Agreement. Any rights of the City Parties

or MEDC with respect to the matters contemplated by this Agreement shall be subject to the allocations, limitations and protections expressly

set forth in the City Recognition Agreement. Seller shall obtain all approvals and consents expressly required thereunder before effectuating

any such transaction.

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

Section

7.18. Entire Agreement. THIS AGREEMENT AND ALL OTHER TRANSACTION DOCUMENTS, AND ALL OTHER CERTIFICATES, INSTRUMENTS OR AGREEMENTS

TO BE DELIVERED HEREUNDER AND THEREUNDER CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,

AND THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES OR AGREEMENTS, WRITTEN OR ORAL, BETWEEN SELLER AND PURCHASER WITH RESPECT TO THE SUBJECT

MATTER OF THIS AGREEMENT. Notwithstanding anything in this Agreement to the contrary, upon the execution and delivery of this Agreement

by Seller and Purchaser, (a) this Agreement shall supersede any previous discussions, letters of intent, agreements and/or term or commitment

letters relating to the Transaction, including without limitation, the Letter of Intent and any and all agreements related to confidentiality,

exclusivity, non-competition, non-solicitation of employees, non-solicitation or pursuit of any business opportunity represented by the

Transaction, or any other term or condition which restricts any business activity of Purchaser or its affiliates, (b) the terms and conditions

of this Agreement shall control notwithstanding that such terms are inconsistent with or vary from those set forth in any of the foregoing

agreements, and (c) this Agreement may only be amended by a written agreement executed by Purchaser and Seller. The provisions of this

Section shall survive the Closing.

Section

7.19. Forum Selection; Jurisdiction; Venue. For purposes of any action or proceeding arising out of this Agreement, the parties hereto

expressly submit to the jurisdiction of all federal and state courts located in the State of Texas.

Section

7.20. Separability; Binding Effect; Governing Law. Each provision hereof shall be separate and independent, and the breach of any

provision by Purchaser shall not discharge or relieve Seller from any of its obligations hereunder. Each provision hereof shall be valid

and shall be enforceable to the extent not prohibited by law. If any provision hereof or the application thereof to any Person or circumstance

shall to any extent be invalid or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or

circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Subject to the provisions of

Section 7.04, all provisions contained in this Agreement shall be binding upon, inure to the benefit of and be enforceable by the successors

and assigns of each party hereto, including, without limitation, any United States trustee, any debtor-in-possession or any trustee appointed

from a private panel, in each case to the same extent as if each successor and assign were named as a party hereto. This Agreement shall

be governed by, and construed with, the laws of the state in which the Property is located, without giving effect to any state’s

conflict of laws principles.

Section

7.21. Survival. Except for the conditions of Closing set forth in Article V, which shall be satisfied or waived in writing as of

the Closing Date, the representations, warranties, agreements, obligations and indemnities of Seller and Purchaser shall survive Closing

for the periods expressly provided in this Agreement. If no period is expressly stated, the applicable agreement, obligation or indemnity

shall survive until fully performed or otherwise discharged in accordance with its terms.

Section

7.22. Waiver of Jury Trial and Certain Damages. THE PARTIES HERETO SHALL AND THEY HEREBY DO INTENTIONALLY WAIVE ANY AND ALL RIGHTS

TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS

WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND/OR ANY CLAIM OR INJURY OR DAMAGE RELATED THERETO. SELLER FURTHER

WAIVES THE RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM PURCHASER IN ANY ACTION, PROCEEDING OR

COUNTERCLAIM WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY DOCUMENT CONTEMPLATED HEREIN OR

RELATED HERETO.

Section

7.23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Furthermore,

the undersigned agree that transmission of a fully executed copy of this Agreement via e-mail in a “.pdf” or other electronic

format shall be deemed transmission of the original Agreement for all purposes.

[Remainder

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STORE/Venu Holding Corporation

Purchase and Sale Agreement

The Sunset at McKinney – McKinney, TX

WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first set forth above.

PURCHASER:

STORE

CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company

By:

/s/

Lori Markson

Name:

Lori

Markson

Title:

Executive

Vice President

WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first set forth above.

SELLER:

SUNSET

GROUND AT MCKINNEY LLC, a Colorado limited liability company

By:

Notes Live Real Estate, LLC, its Manager

By:

Venu Holding Corporation

By:

/s/

JW Roth

Name:

J.W.

Roth

Title:

Chairman

and CEO

Exhibits:

Defined

Terms

Property

Address / Legal Description of the Land

Ground

Lease Agreement

Non-Foreign

Seller Certificate

Assignment

of Warranties

EXHIBIT

DEFINED

TERMS

The

following terms shall have the following meanings for all purposes of this Agreement:

“Additional

Title Objection” has the meaning set forth in Section 2.01(d)(ii).

“Affiliate”

or any derivation thereof, means any Person which directly or indirectly controls, is under common control with, or is controlled by

any other Person. For purposes of this definition, “controls”, “under common control with” and “controlled

by” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies

of such Person, whether through ownership of voting securities or otherwise.

“Article

IV Documents” shall mean any of the following documents:

Amended

and Restated Development Agreement dated October 19, 2026

Ground

Lease dated April 21, 2026

Operations

Lease dated April 21, 2026

Fidelity

Title Policy and associated recorded documents issued in connect with this transaction

Phase

1 Report dated August 11, 2026, issued by Certerra South, LLC.

Survey

dated October 19, 2026

Aikman

Club Agreement in form and substance materially similar to samples provided to STORE

FireSuite

Agreement in form and substance materially similar to samples provided to STORE

AIA

Document A133-2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor dated March 4, 2025, various

Bond Documents and Architecture Agreements

“Assignment

of Warranties” has the meaning set forth in Section 5.01(a)(iii).

“Bulk

Sales Statutes” has the meaning set forth in Section 4.01(r).

“Business

Day” means a day on which banks located in Scottsdale, Arizona are not required or authorized to remain closed.

“City

Parties” means, collectively, the City of McKinney, Texas, the McKinney Economic Development Corporation and the McKinney Community

Development Corporation, and “City Party” means any one of them.

“Closing”

shall have the meaning set forth in Section 3.01.

“Closing

Date” shall have the meaning set forth in Section 3.01.

“Closing

Deadline” means October 19, 2026.

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at McKinney – McKinney, TX

“Deed”

means that certain special warranty deed whereby Seller conveys to Purchaser all of Seller’s right, title and interest in and to

the Property, free and clear of all Liens, restrictions, encroachments and easements, except the Permitted Encumbrances.

“Demising

Elevation” means an elevation of 640.00 feet (NAVD88), which separates the Horizontal Improvements from the Vertical Improvements,

it being agreed that (a) any element whose primary structural function is to support, anchor, or bear the load of a Vertical Improvement

– including any foundation, footing, pier, caisson, drilled shaft, grade beam, pile cap, or slab – constitutes a Vertical

Improvement and is deemed to lie above the Demising Elevation, and (b) all other site, infrastructure, and utility elements constitute

Horizontal Improvements and are deemed to lie at or below the Demising Elevation. The Demising Elevation is intended solely as an aid

in allocating ownership interests under this Agreement and shall not be interpreted to create separate ownership of constituent portions

of a single integrated building, structure, foundation system, utility system, parking structure, retaining structure, or other improvement.

“Earnest

Money” has the meaning set forth in Section 1.02.

“Effective

Date” has the meaning set forth in the introductory paragraph of this Agreement.

“Environmental

Liens” means all liens and other encumbrances imposed pursuant to any Hazardous Materials Law.

“Environmental

Report” has the meaning set forth in Section 2.04.

“Event

of Default” has the meaning set forth in Section 6.01.

“Governmental

Authority” means the United States of America, any state or other political subdivision thereof, any other entity exercising

executive, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned

or controlled (through stock or capital ownership or otherwise) by any of the foregoing.

“Guarantor”

means, individually and collectively, (i) J.W. Roth, a married man residing in the State of Florida, (ii) Venu Holding Corporation, a

Colorado corporation, and (iii) any additional or replacement guarantor(s) approved by Purchaser (as landlord) in its sole and absolute

discretion.

“Guaranty”

means each unconditional guaranty of payment and performance executed by a Guarantor in favor of Purchaser or Purchaser’s applicable

Affiliate, in form and substance acceptable to Purchaser.

“Hazardous

Materials” includes: (a) oil, petroleum products, flammable substances, explosives, radioactive materials, hazardous wastes

or substances, toxic wastes or substances or any other materials, contaminants or pollutants, the presence of which causes the Property

to be in violation of any local, state or federal law or regulation, (including without limitation, any Hazardous Materials Law), or

are defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous

materials”, “toxic substances”, “contaminants”, “pollutants”, or words of similar import under

any applicable local, state or federal law or under the regulations adopted, orders issued, or publications promulgated pursuant thereto,

including, but not limited to: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.

§9601, et seq.; (ii) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §1801, et seq.; (iii) the Resource Conservation

and Recovery Act, as amended, 42 U.S.C. §6901, et seq.; and (iv) regulations adopted and publications promulgated pursuant to the

aforesaid laws; (b) asbestos in any form which is friable, urea formaldehyde foam insulation, transformers or other equipment which contain

dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million; (c) per- and poly-fluoroalkyl

substances; (d) underground storage tanks; and (e) any other chemical, material or substance, exposure to which is prohibited, limited

or regulated by any Governmental Authority.

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STORE/Venu Holding Corporation

Purchase and Sale Agreement

The

Sunset at McKinney – McKinney, TX

“Hazardous

Materials Laws” includes any and all federal, state and local laws, rules, regulations, statutes, and requirements pertaining

or relating to the environmental condition of the Property or to Hazardous Materials.

“Horizontal

Improvements” means all site and infrastructure improvements located on, in, under, or serving the Land that do not extend

vertically above the Demising Elevation to form enclosed, roofed, or occupiable structures, including without limitation: grading, earthwork,

excavation, compacted fill; storm-water drainage and landscaping and irrigation systems, in each case together with all appurtenant conduits

and connections.

“Independent

Consideration” has the meaning set forth in Section 1.02.

“Insolvency

Event” means (a) a Person’s (i) failure to generally pay its debts as such debts become due; (ii) admitting in writing

its inability to pay its debts generally; or (iii) making a general assignment for the benefit of creditors; (b) any proceeding being

instituted by or against any Person (i) seeking to adjudicate it a bankrupt or insolvent; (ii) seeking liquidation, winding up, reorganization,

arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization

or relief of debtors; or (iii) seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official

for it or for any substantial part of its property, and in the case of any such proceeding instituted against any such Person, either

such proceeding shall remain undismissed for a period of 120 days or any of the actions sought in such proceeding shall occur; or (c)

any Person taking any corporate or other formal action to authorize any of the actions set forth above in this definition.

“Inspection

Period” has the meaning set forth in Section 2.07.

“Inspections”

has the meaning set forth in Section 2.07.

“Land”

means that certain tract or parcel of land situated in Collin County, Texas, more particularly described on Exhibit B attached

hereto and incorporated herein.

“Lease”

has the meaning set forth in Section 1.03.

“Lease

Proof of Insurance” has the meaning set forth in Section 5.01(a)(iv).

“Legal

Requirements” has the meaning set forth in Section 4.01(e).

“Letter

of Intent” means that certain Letter of Intent dated June 2, 2026 between STORE Capital LLC, on behalf of Purchaser, and Guarantor

with respect to the Transaction, and any amendments or supplements thereto.

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“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority

or other security agreement or preferential arrangement of any kind or nature whatsoever (including without limitation, any conditional

sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and

the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

“Losses”

means any and all claims, lawsuits, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations,

debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, interest, charges, fees, expenses, judgments, decrees,

awards, amounts paid in settlement and damages of whatever kind or nature (including, without limitation, attorneys’ fees, court

costs and costs incurred in the investigation, defense and settlement of claims).

“MEDC

Deed of Trust” means that certain Deed of Trust, Security Agreement, Assignment of Rents, Collateral Assignment of Leases,

Financing Statement and Fixture Filing recorded on January 21, 2025, as Document Number 2025000005932 in the Real Property Records of

Collin County, Texas, as amended, supplemented or otherwise modified.

“MEDC

Note” means that certain Promissory Note in the original principal amount of Twenty-Five Million and No/100 Dollars ($25,000,000.00)

dated January 14, 2025, made by Venu Holding Corporation in favor of McKinney Economic Development Corporation, as amended, supplemented

or otherwise modified.

“Memorandum

of Lease” has the meaning set forth in Section 5.01(a)(iii) and shall (i) describe the Property subject to the Lease (including

the Land and Horizontal Improvements), (ii) identify the Lease Term, (iii) contain an express statement that the Vertical Improvements

located upon the Property are owned by Seller and are not part of the fee estate or the Property encumbered by any Mortgage or lien against

Lessor’s fee interest, (iv) reference the existence of Seller’s purchase option set forth in Exhibit E to the Lease, and

(v) be in form and substance reasonably acceptable to Seller and sufficient for recording in the Official Public Records of Collin County,

Texas. The specific language effectuating clauses (iii) and (iv) above shall be finalized by Lessor and Seller prior to Closing, subject

to the requirements of the Title Company and all applicable law, provided that the parties agree that the Memorandum of Lease shall in

all events contain provisions sufficient to provide constructive notice of Seller’s ownership of the Vertical Improvements and

of the existence of Seller’s purchase option.

“Non-Foreign

Seller Certificate” has the meaning set forth in Section 5.01(a)(vi).

“Notices”

has the meaning set forth in Section 7.03.

“OFAC

List” means the list of specially designated nationals and blocked Persons subject to financial sanctions that is maintained

by the U.S. Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the U.S. Treasury Department,

Office of Foreign Assets Control pursuant to any Legal Requirements, including, without limitation, trade embargo, economic sanctions,

or other prohibitions imposed by Executive Order of the President of the United States. The OFAC List currently is accessible through

the internet website https://sanctionssearch.ofac.treas.gov.

“Operations

Lease” means that certain Amended and Restated Operations Sublease Agreement dated as of October 19, 2026 by and between Sunset

Operations at McKinney, LLC, as lessee, and Sunset Ground at McKinney, LLC, as lessor.

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“Opinion

of Counsel” means an opinion by legal counsel to the Seller Entities regarding due authority and execution and the enforceability

of the Transaction Documents, in form and substance and with such qualifications as are acceptable to Purchaser’s counsel.

“Permitted

Encumbrances” means (a) the lien of any real estate taxes, water and sewer charges, not yet due and payable; (b) those recorded

easements, restrictions, liens and encumbrances set forth as exceptions in the Title Commitment and in the Title Policy to be issued

by Title Company to Purchaser and approved by Purchaser in its sole discretion in connection with this Agreement; and (c) the Lease.

“Person”

means any natural person, firm, corporation, partnership, limited liability company, other entity, state, political subdivision of any

state, the United States of America, any agency or instrumentality of the United States of America, any other public body or other organization

or association.

“Professional

Fees” has the meaning set forth in Section 1.05.

“Project”

means the development and operation of the Property and Vertical Improvements as an outdoor amphitheater and related facilities in accordance

with the Legal Requirements.

“Property”

means collectively: (a) the Land; (b) all Horizontal Improvements now existing or hereafter constructed on, in, under, or serving the

Land; (c) all easements, rights-of-way, licenses, privileges, rights, and appurtenances belonging or in any way appertaining to the Land

or the Horizontal Improvements; (d) all right, title, and interest of Seller, if any, in and to any land lying in the bed of any street,

road, alley, or right-of-way, open or proposed, abutting or adjoining the Land, and all strips and gores adjoining the Land; (e) all

mineral, oil and gas rights, water rights, sewer rights and other utility rights allocated to the Land and held by Seller, and (f) all

reversions and remainders relating to the foregoing. The Property expressly excludes, and Seller hereby retains and reserves unto Seller,

all Vertical Improvements. It is the express intention of the parties that upon Closing the Vertical Improvements are severed from and

shall not constitute part of the Property notwithstanding their physical attachment to, or location upon or above, the Land or any Horizontal

Improvement, and that title to the Vertical Improvements shall not pass with the Property.

“Property

Condition Report” has the meaning set forth in Section 2.06.

“Purchaser

Indemnified Parties” has the meaning set forth in Section 7.05.

“Purchase

Price” means the amount specified in Section 1.02.

“Seller

Documents” has the meaning set forth in Section 2.02.

“Seller

Entity” or “Seller Entities” means individually or collectively, as the context may require, Seller, Sunset

at McKinney and Guarantor and any Affiliate of any of Seller, Sunset at McKinney and Guarantor.

“Seller

Indemnified Parties” has the meaning set forth in Section 2.07.

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The

Sunset at McKinney – McKinney, TX

“Seller’s

Knowledge” or “Knowledge of Seller” means the current, actual knowledge of J.W. Roth, without any duty of

inquiry or investigation; provided that such individuals are named solely for purposes of this definition and shall have no personal

liability under this Agreement.

“Survey”

has the meaning set forth in Section 2.03.

“Title

Commitment” has the meaning set forth in Section 2.01(a).

“Title

Company” means Fidelity National Title Insurance Company, One East Washington Street, Suite 450, Phoenix, Arizona 85004, Attention:

Kelly Vos, or an alternative title insurance company selected by Purchaser.

“Title

Objection” has the meaning set forth in Section 2.01(d)(i).

“Title

Policy” has the meaning set forth in Section 2.01(a).

“Transaction”

has the meaning set forth in Section 1.01.

“Transaction

Costs” means all reasonable out-of-pocket costs and expenses incurred in connection with the Transaction, including but not

limited to (a) the procurement, or if the same is provided by Seller, the update of, the Property Condition Report, Environmental Report,

Survey, Title Commitment, Title Policy, any title policy required by Purchaser’s lender, and market-standard endorsements required

by Purchaser and its lender, (b) any mortgagee’s title insurance policies required by Purchaser’s lender and any mortgage

taxes, and (c) all taxes (including stamp taxes and transfer taxes), escrow, closing, transfer and recording fees. Transaction Costs

expressly exclude Professional Fees.

“Transaction

Documents” means this Agreement, the Lease, the Memorandum of Lease, each Guaranty, the Deed, the Lease Proof of Insurance,

the City Recognition Agreement, the Non-Foreign Seller Certificate, the Assignment of Warranties, the termination of the existing Ground

Lease, the amended Operations Lease, Operator Agreement or sublease, the Amended and Restated Development Agreement, all City consents

and approvals required in connection with the Transaction, and such other documents, payments, instruments and certificates as are reasonably

required by Purchaser or the Title Company to consummate the Transaction.

“UST

Regulations” means 40 C.F.R. § 298 Subpart H – Financial Responsibility, or any equivalent state law, with respect

to petroleum underground storage tanks (as such term is defined under 40 C.F.R. § 290.12 or any equivalent state law).

“USTs”

means any one or combination of tanks and associated product piping systems used in connection with storage, dispensing and general use

of Hazardous Materials.

“Vertical

Improvements” means all buildings, structures, and improvements that extend vertically above the Demising Elevation, including

without limitation the amphitheater stage, stage house, and back-of-house structures; the seating bowl and all seating structures; canopy,

shade, and roof structures; towers and rigging structures; concession, restroom, box-office, hospitality, and administration buildings;

and all structural framing, walls, and roofs thereof, together with all fixtures, trade fixtures, equipment, and building systems affixed

to or primarily serving any of the foregoing. Prior to Closing, the Vertical Improvements shall be legally described in a description

prepared by a licensed Texas surveyor in a manner sufficient under Texas law to sever the Vertical Improvements from the Land and Horizontal

Improvements and to permit separate ownership and conveyancing of the Vertical Improvements as improvements only, which legal description

shall be incorporated into the Deed, the Lease, and the Memorandum of Lease as appropriate.

“Zoning

Evidence” has the meaning set forth in Section 2.03.

A-6

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The

Sunset at McKinney – McKinney, TX

EXHIBIT

PROPERTY

ADDRESS / LEGAL DESCRIPTION OF LAND

Street

Address: 2000 Gateway Boulevard, McKinney, Texas 75069

Legal

Description:

ALL

that part of the following lot, tract or parcel of land lying below an elevation of 640.00 feet (NAVD88):

BEING

a lot, tract or parcel of land situated in the William Hemphill Survey, Abstract No. 449, City of McKinney, Collin County, Texas, and

being a portion of a tract of land conveyed to McKinney Economic Development Corporation, by deed recorded in Volume 4763, Page 2421,

Deed Records, Collin County, Texas, and being a portion of a tract of land conveyed to McKinney Economic Development Corporation, by

deed recorded in Clerk’s File No. 20060703000908810, Deed Records, Collin County, Texas, and being a portion of a tract of land

conveyed to McKinney Economic Development Corporation, by deed recorded in Clerk’s File No. 20120720000882560, Deed Records, Collin

County, Texas, and being more particularly described by metes and bounds as follows:

BEGINNING

at a 1/2 inch iron rod set with yellow plastic cap stamped “CBG SURVEYING” for corner, said corner being along the East right

of way line of U.S. Highway No. 75 (variable width right of way), said corner being along the North right of way line of Gateway Boulevard

(variable width right of way), from which a 5/8 inch iron rod found bears, South 36 degrees 31 minutes 23 seconds East, a distance of

0.42 feet for witness;

THENCE

North 16 degrees 35 minutes 45 seconds East, along the East right of way line of said U.S. Highway No. 75, a distance of 957.71 feet

to a TxDot Aluminum cap found for corner;

THENCE

North 73 degrees 25 minutes 55 seconds West, a distance of 22.22 feet to a 1/2 inch iron rod set with yellow plastic cap stamped “CBG

SURVEYING” for corner, said corner being along the East right of way line of said U.S. Highway No. 75;

THENCE

North 16 degrees 28 minutes 36 seconds East, along the East right of way line of said U.S. Highway No. 75, a distance of 238.03 feet

to a “X” set in concrete for corner, said corner being the Southwest corner of Lot 1, Block A of Gateway Addition, an addition

to the City of McKinney, Collin County, Texas, according to the plat thereof recorded in Instrument No. 2012-272, Official Public Records,

Collin County, Texas;

THENCE

South 73 degrees 23 minutes 14 seconds East, along the South line of said Gateway Addition, a distance of 550.04 feet to a Mag nail set

for corner;

THENCE

North 16 degrees 39 minutes 01 seconds East, said Gateway Addition, a distance of 772.77 feet to a corner; along the East line of “X”

set in concrete for a corner:

THENCE

North 32 degrees 51 minutes 30 seconds East, along the East line of said Gateway Addition, a distance of 139.81 feet to an “X”

set in concrete for corner, said corner being along the Southwest right of way line of Marketplace Drive (60 foot right of way);

B-1

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The

Sunset at McKinney – McKinney, TX

THENCE

South 58 degrees 02 minutes 11 seconds East, along the Southwest right of way line of said Marketplace Drive, a distance of 28.65 feet

to an “X” set in concrete for corner;

THENCE

South 52 degrees 16 minutes 59 seconds East, along the Southwest right of way line of said Marketplace Drive, a distance of 521.47 feet

to a 1/2 inch iron rod set with yellow plastic cap stamped “CBG SURVEYING” for corner, said corner being the beginning of

a tangent curve to the left, with a radius of 560.00 feet, a delta angle of 03 degrees 12 minutes 16 seconds, a chord bearing of South

53 degrees 53 minutes 07 seconds East, and a chord length of 31.32 feet;

THENCE

along said curve to the left, along the Southwest right of way line of said Marketplace Drive, an arc length of 31.32 feet to a 1/2 inch

iron rod set with yellow plastic cap stamped “CBG SURVEYING” for corner;

THENCE

South 55 degrees 29 minutes 13 seconds East, along the Southwest line of said Marketplace Drive, a distance of 212.56 feet to a 1/2 inch

iron rod set with yellow plastic cap stamped “CBG SURVEYING” for corner;

THENCE

South 10 degrees 29 minutes 13 seconds East, a distance of 21.21 feet to a 1/2 inch iron rod set with yellow plastic cap stamped “CBG

SURVEYING” for corner, said corner being along the West right of way line of Medical Center Drive (100 foot right of way);

THENCE

South 34 degrees 32 minutes 21 seconds West, along the West right of way line of said Medical Center Drive, a distance of 178.78 feet

to a 1/2 inch iron rod set with yellow plastic cap stamped “CBG SURVEYING” for corner, said corner being the beginning of

a non-tangent curve to the left, with a radius of 1200.00 feet, a delta angle of 51 degrees 57 minutes 39 seconds, a chord bearing of

South 08 degrees 32 minutes 39 seconds West, and a chord length of 1051.35 feet;

THENCE

along said curve to the left, along the West right of way line of said Medical Center Drive, an arc length of 1088.27 feet to a 5/8 iron

rod found for corner, said corner being the intersection of the West right of way line of Medical Center Drive and the North right of

way line of said Gateway Drive;

THENCE

South 26 degrees 11 minutes 41 seconds West, along the North right of way line of said Gateway Drive, a distance of 36.05 feet to a 5/8

inch iron rod found for corner;

THENCE

South 71 degrees 25 minutes 52 seconds West, along the North right of way line of said Gateway Drive, a distance of 31.06 feet to a 5/8

inch iron rod found for corner, said corner being the beginning of a non-tangent curve to the left, with a radius of 686.50 feet, a delta

angle of 16 degrees 29 minutes 25 seconds, a chord bearing of South 62 degrees 32 minutes 35 seconds West, and a chord length of 196.90

feet;

THENCE

along said curve to the left, along the North right of way line of said Gateway Drive, an arc length of 197.58 feet to a 5/8 iron rod

found for corner;

THENCE

South 54 degrees 08 minutes 46 seconds West, along the North right of way line of said Gateway Drive, a distance of 95.97 feet to a 5/8

inch iron rod found for corner, said corner being the beginning of a non-tangent curve to the right, with a radius of 463.50 feet, a

delta angle of 29 degrees 55 minutes 14 seconds, a chord bearing of South 69 degrees 23 minutes 36 seconds West, and a chord length of

239.30 feet;

B-2

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The

Sunset at McKinney – McKinney, TX

THENCE

along said curve to the right, along the North right of way line of said Gateway Drive, an arc length of 242.04 feet to a 5/8 iron rod

found for corner;

THENCE

South 84 degrees 12 minutes 07 seconds West, along the North right of way line of said Gateway Drive, a distance of 322.80 feet to a

5/8 inch iron rod found for corner, said corner being the beginning of a non-tangent curve to the right, with a radius of 1328.50 feet,

a delta angle of 20 degrees 48 minutes 10 seconds, a chord bearing of North 84 degrees 30 minutes 04 seconds West, and a chord length

of 479.70 feet;

THENCE

along said curve to the right, along the North right of way line of said Gateway Drive, an arc length of 482.35 feet to a 5/8 iron rod

found for corner;

THENCE

North 73 degrees 21 minutes 31 seconds West, along the North right of way line of said Gateway Drive, a distance of 198.70 feet to a

1/2 inch iron rod set with yellow plastic cap stamped “CBG SURVEYING” for corner;

THENCE

North 28 degrees 21 minutes 28 seconds West, along the North right of way line of said Gateway Drive, a distance of 35.36 feet to the

POINT OF BEGINNING and containing 1,991,185 square feet or 45.71 acres of land.

Being

the same land now platted and described as follows:

Being

all of that portion of Lot 1, Block A, Sunset Amphitheater, an addition to the City of McKinney, Collin County, Texas, according to the

plat thereof recorded under Instrument Number 2026010000363, Official Public Records, Collin County, Texas, lying below

an elevation of 640.00 feet (NAVD88).

B-3

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The

Sunset at McKinney – McKinney, TX

EXHIBIT

GROUND

LEASE AGREEMENT

C-1

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The

Sunset at McKinney – McKinney, TX

EXHIBIT

NON-FOREIGN

SELLER CERTIFICATE

Schedule

Non-foreign Seller Certificate

PROPERTY

D-1

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The

Sunset at McKinney – McKinney, TX

EXHIBIT

E-1

STORE/Venu Holding Corporation

Purchase and Sale Agreement

The

Sunset at McKinney – McKinney, TX

EX-10.4

Filename: ex10-4.htm · Sequence: 5

Exhibit

10.4

GROUND

LEASE AGREEMENT

THIS

GROUND LEASE AGREEMENT (this “Lease”) is made as of October 19, 2026 (the “Effective Date”),

by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company (“Lessor”), whose address

is 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, and SUNSET GROUND AT MCKINNEY LLC, a Colorado limited liability

company (“Lessee”), whose address is 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. Capitalized

terms not defined herein shall have the meanings set forth in Exhibit A hereto.

consideration of the mutual covenants and agreements herein contained, Lessor and Lessee hereby covenant and agree as follows:

ARTICLE

Basic Lease Terms

Section

1.01. Property. Collectively: (a) the Land; (b) all Horizontal Improvements now existing or hereafter constructed on, in, under,

or serving the Land; (c) all easements, rights-of-way, licenses, privileges, rights, and appurtenances belonging or in any way appertaining

to the Land or the Horizontal Improvements; (d) all right, title, and interest of Lessor, if any, in and to any land lying in the bed

of any street, road, alley, or right-of-way, open or proposed, abutting or adjoining the Land, and all strips and gores adjoining the

Land; (e) all mineral, oil and gas rights, water rights, sewer rights and other utility rights allocated to the Land and held by Lessor,

and (f) all reversions and remainders relating to the foregoing.

Section

1.02. Intentionally omitted.

Section

1.03. Intentionally omitted.

Section

1.04. Expiration Date. September 30, 2125.

Section

1.05. Initial Base Annual Rental. $5,700,000, as described in Article IV.

Section

1.06. Rental Adjustment. Two and one-half percent (2.50%) of the Base Annual Rental in effect immediately prior to the applicable

Adjustment Date, as described in Section 4.02.

Section

1.07. Adjustment Date. November 1, 2027 and annually on every November 1st thereafter during the Lease Term.

Section

1.08. Intentionally omitted.

Section

1.09. Guarantor. Initially, individually and collectively, (i) J.W. Roth, a married man, and (ii) Venu Holding Corporation, a Colorado

corporation.

Section

1.10. Lessee Tax Identification No. 33-2776030.

Section

1.11. Lessor Tax Identification No. 45-2674893.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

1.12. Demising Elevation. The surface, wherever located and at whatever actual elevation relative to finished grade, that separates

the Horizontal Improvements from the Vertical Improvements, it being agreed that (a) any element whose primary structural function is

to support, anchor, or bear the load of a Vertical Improvement – including any foundation, footing, pier, caisson, drilled shaft,

grade beam, pile cap, or slab – constitutes a Vertical Improvement and is deemed to lie above the Demising Elevation, and (b) all

other site and infrastructure elements constitute Horizontal Improvements and are not deemed to lie above the Demising Elevation. The

Demising Elevation is intended solely as an aid in allocating ownership interests under this Lease and shall not be interpreted to create

separate ownership of constituent portions of a single integrated building, structure, foundation system, utility system, parking structure,

retaining structure, or other improvement.

Section

1.13. Horizontal Improvements. All site and infrastructure improvements to or serving the Land that do not extend vertically above

the Demising Elevation to form enclosed, roofed, or occupiable structures, including without limitation: grading, earthwork, excavation,

compacted fill, storm-water drainage and landscaping.

Section

1.14. Vertical Improvements. All buildings, structures, and improvements that extend vertically above the Demising Elevation, including

without limitation the amphitheater stage, stage house, and back-of-house structures; the seating bowl and all seating structures; canopy,

shade, and roof structures; towers and rigging structures; concession, restroom, box-office, hospitality, and administration buildings;

and all structural framing, walls, and roofs thereof, together with all fixtures, trade fixtures, equipment, and building systems affixed

to or primarily serving any of the foregoing.

ARTICLE

Lease of PropertY

Section

2.01. Lease. In consideration of Lessee’s payment of the Rental and other Monetary Obligations and Lessee’s performance

of all other obligations hereunder, Lessor hereby leases to Lessee, and Lessee hereby takes and hires, the Property, “AS IS”

and “WHERE IS” without representation or warranty by Lessor, and subject to the existing state of title, the parties in possession,

any statement of facts which an accurate survey or physical inspection might reveal, and all Legal Requirements now or hereafter in effect.

Section

2.02. Quiet Enjoyment. So long as Lessee shall pay the Rental and other Monetary Obligations provided in this Lease and shall keep

and perform all of the terms, covenants and conditions on its part contained herein and subject to the rights of Lessor under Section

12.02, Lessee shall have, subject to the terms and conditions set forth herein, the right to the peaceful and quiet enjoyment and occupancy

of the Property.

ARTICLE

III

Lease Term

Section

3.01. Term. The term of this Lease (“Lease Term”) shall commence as of the Effective Date and shall expire at

midnight on September 30, 2125, unless terminated sooner as provided in this Lease and as may be extended as provided herein.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

3.02. Personalty. During the Lease Term, subject to applicable Laws, Lessee may, at Lessee’s expense, place or install such

Personalty on the Property as may be needed for the conduct of Lessee’s business. All personalty that are fixtures shall be deemed

to be appurtenant to and part of the Property.

Section

3.03. Removal of Personalty. Except as herein otherwise expressly provided in this Lease, Lessee shall surrender and deliver up the

Property and all Personalty to Lessor at the expiration or other termination of this Lease or of Lessee’s right to possession hereunder,

without fraud or delay (a) in same condition as exists on the Effective Date or on which construction is completed (as applicable), ordinary

wear and tear resulting from proper use thereof excepted, (b) in such operating condition as is capable of performing its originally

intended use, (c) having been used, operated, serviced and repaired in accordance with the terms of this Lease and the terms of manufacturer’s

instructions, and (d) free and clear of all liens and encumbrances, and without any payment or allowance whatsoever by Lessor on account

of the improvements or any other improvements made by Lessee, except as otherwise specifically set forth herein. The improvements and

all other structures and improvements made by Lessee upon the Property and Lessee’s Personalty which cannot be removed without

causing damage to the improvements or the Property shall automatically become the property of Lessor upon such expiration or termination.

Notwithstanding the provisions of this Section, within ten (10) days following the expiration or other termination of this Lease or of

Lessee’s right to possession hereunder, Lessee shall remove all or so much of Lessee’s personal property as specified by

Lessor from the Property. Lessee shall pay or cause to be paid to Lessor the costs of repairing or restoring any injury or damage to

the Property arising from such removal so as to return the Property to the condition thereof that existed (or was required to exist)

immediately prior to such removal. Such costs shall be Additional Rental and shall be deemed due and payable as of the date on which

surrender by Lessee is required under this Lease. Any Personalty of Lessee which shall remain in or upon the Property after Lessee has

surrendered possession of the Property shall be deemed to have been abandoned by Lessee, and at the option of Lessor, such property:

(a) shall be retained by Lessor as its property; (b) shall be disposed of by Lessor in such manner as Lessor shall determine, without

accountability to any person; or (c) shall be promptly removed by Lessee at Lessee’s expense upon written request from Lessor.

Lessor shall not be responsible for any loss or damage occurring to any property owned by Lessee. Notwithstanding such automatic vesting

of title, Lessee shall execute and deliver such appropriate deed or bill of sale in recordable form evidencing such title transfer at

Lessor’s request. If Lessee fails to surrender the Property upon the expiration or termination of this Lease in a timely manner

and in accordance with the provisions of this Lease, in addition to any other liabilities to Lessor accruing therefrom, Lessee shall

defend, indemnify and hold Lessor, its principals, officers, directors, agents, and employees harmless from loss or liability resulting

from such failure, including, without limiting the generality of the foregoing, loss of rental with respect to any new lease in which

the rental payable thereunder exceeds the Rental collected by Lessor pursuant to this Lease during Lessee’s hold-over and any claims

by any proposed new Lessee founded on Lessee’s failure to surrender the Property. The provisions of this paragraph shall survive

the expiration or termination of this Lease.

Section

3.04. Fee Estate and Leasehold Improvements. Throughout the Lease Term, Lessor is and shall remain the owner of the fee simple title

to the Property. Subject to the terms of this Lease, Lessee shall have and enjoy a leasehold estate in the Property during the Lease

Term together with all rights reasonably necessary for the use, operation, occupancy, maintenance, repair, alteration, redevelopment

and enjoyment of the Property as contemplated herein.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

3.05. Ownership and Use of Improvements During Lease Term. During the Lease Term, Lessee shall have the exclusive right, at its sole

cost and expense and subject to the terms of this Lease, to possess, use, operate, maintain, repair, alter, replace, renovate, reconstruct

and improve the Vertical Improvements now or hereafter located upon the Property. Notwithstanding any provision of this Lease to the

contrary, (i) Lessor shall at all times be the fee simple owner of the Land and all Horizontal Improvements located thereon, and (ii)

Lessee is and shall remain the fee simple owner of all Vertical Improvements located upon the Property throughout the Lease Term, subject

to Lessee’s obligation to convey the Vertical Improvements to Lessor upon expiration or termination of this Lease as described

in Section 3.07 (except upon a closing under the purchase option set forth in Exhibit E). Lessee’s fee simple ownership interest

in the Vertical Improvements constitutes a separate real property estate from Lessor’s fee simple ownership interest in the Land

and Horizontal Improvements. Lessee shall have the right, at Lessee’s sole cost and expense, to (a) cause the Vertical Improvements

to be assessed as a separate tax parcel from the Land and Horizontal Improvements, (b) subject both Lessee’s leasehold estate under

this Lease and Lessee’s fee simple ownership interest in the Vertical Improvements, collectively and not separately, to a Leasehold

Mortgage in accordance with Section 13.07, and (c) otherwise treat, operate, maintain, insure and account for the Vertical Improvements

as a separate estate, in each case without Lessor’s consent; provided, however, that no such action shall (x) create any

lien upon or encumbrance against Lessor’s fee estate in the Land or the Horizontal Improvements, (y) result in the transfer of

Lessee’s ownership interest in the Vertical Improvements separately from Lessee’s leasehold estate under this Lease, including

upon any foreclosure, deed or assignment in lieu of foreclosure or other exercise of remedies under a Leasehold Mortgage, or (z) adversely

affect any Lender’s rights or security.

Section

3.06. Parties’ Intent Regarding Ownership Allocation. The Parties acknowledge that the Property and the Vertical Improvements

are currently under construction and that existing and future grades, elevations, and topography may vary across the Property and may

change from time to time. The purpose of this Lease is not to divide ownership solely upon the basis of a fixed horizontal elevation.

Instead, the Parties expressly intend that ownership of the Property, the Horizontal Improvements, the Vertical Improvements, and the

Tenant Interest be allocated in a manner that preserves unified ownership and control of integrated improvements and gives effect to

the ownership structure established by this Lease. This Lease shall be interpreted and enforced to avoid unintended fragmentation of

ownership of any structure, foundation system, utility system, parking structure, retaining structure, drainage facility, structural

support system, or other integrated improvement.

Section

3.07. Transfer of Improvements Upon Expiration or Termination. Except upon a closing under the purchase option set forth in Exhibit

E, upon the expiration of the Lease Term or the earlier termination of this Lease: (a) all Horizontal Improvements then located upon

the Property shall remain the property of Lessor; and (b) Lessee shall execute any reasonable documentation, including without limitation

a special warranty deed, to confirm the conveyance by Lessee to Lessor of all Vertical Improvements then located upon the Property, without

payment of any consideration therefor, free and clear of any liens, claims, encumbrances and interests created by, through or under Lessee,

except as otherwise expressly permitted by this Lease. For the avoidance of doubt, the conveyance of Vertical Improvements described

in clause (b) shall occur automatically without the necessity of any further act by either party. At the time of such conveyance, the

Vertical Improvements shall be conveyed free and clear of all liens, security interests, deeds of trust, collateral assignments and other

encumbrances created by, through or under Lessee or any Recognized Mortgagee. Concurrently with any conveyance of the Vertical Improvements

to Lessor, Lessee shall also assign to Lessor all guaranties and warranties then in effect with respect to the Vertical Improvements,

if and only to the extent the same may be assigned or quitclaimed by Lessee without expense to Lessee. Upon such expiration or earlier

termination (other than by reason of a closing under Exhibit E), no Person shall retain any separate ownership interest in the Vertical

Improvements apart from ownership of the Property.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

3.08. No Compensation for Improvements. Except upon a closing under the purchase option set forth in Exhibit E, neither Lessee nor

any Person claiming through Lessee shall be entitled to receive any payment, reimbursement or compensation from Lessor by reason of the

expiration or termination of this Lease or the conveyance to or vesting in Lessor of any buildings, structures or improvements located

on the Property.

Section

3.09. Ownership Clarification. The Demising Elevation and any survey references contained in this Lease are intended as interpretive

aids and shall not override the Parties’ expressed ownership allocation. If any description, elevation reference, survey reference,

exhibit, legal description, or boundary is determined to conflict with the Parties’ intent concerning ownership of the Property,

the Horizontal Improvements, the Vertical Improvements, or the Tenant Interest, the Parties’ intent shall control and such description

shall be interpreted, reformed, and enforced accordingly. Any ambiguity shall be resolved in favor of preserving the ownership allocation

described in this Lease and against creating any unintended severances, gaps, overlaps, or fragmented ownership interests; provided,

however, that no reformation, reinterpretation, or modification of any legal description, elevation reference, survey reference, exhibit,

or boundary that effects or could affect the scope of MEDC’s lien or collateral interest in the Tenant Interest (as defined in

the Recognition Agreement) shall be effective without the prior written consent of MEDC, which may be withheld in MEDC’s sole and

absolute discretion.

ARTICLE

Rental and Other Monetary Obligations

Section

4.01. Base Monthly Rental. During the Lease Term, on or before the first day of each calendar month, Lessee shall pay in advance

the Base Monthly Rental then in effect. If the Effective Date is a date other than the first day of the month, Lessee shall pay to Lessor

on the Effective Date the Base Monthly Rental prorated by multiplying the Base Monthly Rental by a fraction, the numerator of which is

the number of days remaining in the month (including the Effective Date) for which Rental is being paid, and the denominator of which

is the total number of days in such month.

Section

4.02. Adjustments. During the Lease Term, on the first Adjustment Date and on each Adjustment Date thereafter, the Base Annual Rental

shall increase by an amount equal to the Rental Adjustment; provided, however, that in no event shall Base Annual Rental be reduced

as a result of the application of the Rental Adjustment.

Section

4.03. Additional Rental. Lessee shall pay and discharge, as additional rental (“Additional Rental”), all sums

of money required to be paid by Lessee under this Lease which are not specifically referred to as Rental. Lessee shall pay and discharge

any Additional Rental when the same shall become due, provided that amounts which are billed to Lessor or any third party, but not to

Lessee, shall be paid within fifteen (15) days after Lessor’s demand for payment thereof or, if earlier, when the same are due.

In no event shall Lessee be required to pay to Lessor any item of Additional Rental that Lessee is obligated to pay and has paid to any

third party pursuant to any provision of this Lease.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

4.04. Rentals to be Net to Lessor. The Base Annual Rental payable hereunder shall be net to Lessor, so that this Lease shall yield

to Lessor the Rentals specified during the Lease Term, and all Costs and obligations of every kind and nature whatsoever relating to

the Property shall be performed and paid by Lessee. Lessee shall perform all of its obligations under this Lease at its sole cost and

expense. All Rental and other Monetary Obligations which Lessee is required to pay hereunder shall be the unconditional obligation of

Lessee and shall be payable in full when due and payable, without notice or demand, and without any setoff, abatement, deferment, deduction

or counterclaim whatsoever.

Section

4.05. Payment of Rental. Lessee shall pay all Rental to Lessor by wire transfer of immediately available funds; provided that Lessor

shall have furnished to Lessee written wire transfer instructions and confirmed the same; or, in each case, by such other means of payment

as the parties may mutually agree in writing.

Section

4.06. Late Charges; Default Interest. Any delinquent payment shall, in addition to any other remedy of Lessor, incur a late charge

of five percent (5%) (which late charge is intended to compensate Lessor for the cost of handling and processing such delinquent payment

and should not be considered interest) and bear interest at the Default Rate, such interest to be computed from and including the date

such payment was due through and including the date of the payment; provided, however, in no event shall Lessee be obligated to

pay a sum of late charge and interest higher than the maximum legal rate then in effect.

Section

4.07. HOLDOVER. IF LESSEE REMAINS IN POSSESSION OF THE PROPERTY AFTER THE EXPIRATION OF THE TERM HEREOF, LESSEE, AT LESSOR’S OPTION

AND WITHIN LESSOR’S SOLE DISCRETION, MAY BE DEEMED A TENANT ON A MONTH-TO-MONTH BASIS AND SHALL CONTINUE TO PAY RENTALS AND OTHER

MONETARY OBLIGATIONS IN THE AMOUNTS HEREIN PROVIDED, EXCEPT THAT THE BASE MONTHLY RENTAL SHALL BE AUTOMATICALLY INCREASED TO ONE HUNDRED

FIFTY PERCENT (150%) OF THE LAST BASE MONTHLY RENTAL PAYABLE UNDER THIS LEASE, AND LESSEE SHALL COMPLY WITH ALL THE TERMS OF THIS LEASE;

PROVIDED THAT NOTHING HEREIN NOR THE ACCEPTANCE OF RENTAL BY LESSOR SHALL BE DEEMED A CONSENT TO SUCH HOLDING OVER. LESSEE SHALL

DEFEND, INDEMNIFY, PROTECT AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES RESULTING FROM LESSEE’S

FAILURE TO SURRENDER POSSESSION UPON THE EXPIRATION OF THE LEASE TERM, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS MADE BY ANY SUCCEEDING

LESSEE.

Section

4.08. Guaranty. On or before the execution of this Lease, Lessee shall cause Guarantor to execute and deliver to Lessor the Guaranty.

Section

4.09. Prepaid Rent.

(a)

Lessee has paid Lessor upon the delivery of this Lease the sum of $3,050,000 (the “Prepaid Rent”), being an amount

equal to six (6) months of Base Monthly Rental at the initial Base Annual Rental, as payment in advance of the first six (6) consecutive

monthly installments of Base Monthly Rental becoming due under Section 4.01 after the Effective Date (excluding any prorated installment

payable on the Effective Date under Section 4.01) (the period covered by such installments, the “Prepaid Rent Period”).

The Prepaid Rent shall be fully earned by Lessor upon receipt and shall not be refundable to Lessee or any Guarantor. Lessor shall not

be required to hold the Prepaid Rent in a separate account, and Lessee shall not be entitled to any interest on the Prepaid Rent.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(b)

On the due date of each installment of Base Monthly Rental during the Prepaid Rent Period, Lessor shall, without notice or demand, apply

one-sixth (1/6) of the Prepaid Rent to such installment, and each such installment shall be deemed paid in full when due for all purposes

of this Lease, the Guaranty, the Recognition Agreement, and the other Transaction Documents to the extent of the Prepaid Rent so applied,

and shall not be asserted by Lessor as unpaid or in default under this Lease, the Guaranty, the Recognition Agreement, or for purposes

of section 23.1.1 of the City Development Agreement. If any Adjustment Date occurs during the Prepaid Rent Period, the Prepaid Rent shall

be credited only against Base Monthly Rental at the initial Base Annual Rental, and Lessee shall pay to Lessor, on the due date of each

installment of Base Monthly Rental within the Prepaid Rent Period occurring on or after such Adjustment Date, the amount by which the

Base Monthly Rental then in effect exceeds the portion of the Prepaid Rent applied to such installment. Notwithstanding Section 12.02(h)

or any other provision of this Lease, Lessor shall not apply the Prepaid Rent to any obligation other than the installments of Base Monthly

Rental for the Prepaid Rent Period.

(c)

Sections 4.09(a) and (b) shall apply notwithstanding (i) any Insolvency Event affecting Lessee or any Guarantor, to the fullest extent

permitted by applicable Law, (ii) any vacation or abandonment of the Property by Lessee, (iii) whether or not Completion has occurred,

or (iv) the existence of any other default or Event of Default.

(d)

The first date on which a failure by Lessee to pay any Rental or other Monetary Obligation (other than any installment of Base Monthly

Rental, or portion thereof, satisfied by application of the Prepaid Rent pursuant to Section 4.09(b)) constitutes an Event of Default

under Section 12.01(b) or (c) is the “Payment Default Date.” From and after the Payment Default Date, such failure,

and each subsequent failure to pay Rental or any other Monetary Obligation, shall be governed by Section 4.10.

(e)

In case of a sale, assignment or other transfer of Lessor’s fee interest in the Land and the Horizontal Improvements and Lessor’s

interest as lessor under this Lease, or any cessation of Lessor’s interest therein, whether in whole or in part (each, a “Lessor

Transfer”), Lessor may pay over to the transferee the portion of the Prepaid Rent allocable to any then-unexpired portion of

the Prepaid Rent Period, and from and after such payment and such transferee’s written assumption of Lessor’s obligations

under this Section 4.09, Lessor shall be relieved of all liability with respect thereto. Any such transferee, and any Successor Lessor,

shall take and hold its interest subject to, and shall be bound by, all terms of this Section 4.09, and shall credit the Prepaid Rent

against the installments of Base Monthly Rental for any then-unexpired portion of the Prepaid Rent Period, whether or not such transferee

or Successor Lessor actually receives any portion of the Prepaid Rent. The provisions of this Section 4.09(e) shall apply to every subsequent

Lessor Transfer.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(f)

The Prepaid Rent shall not be deemed a security deposit or a limitation on or measure of Lessor’s damages, and, subject to Section

4.10, nothing in this Section 4.09 shall limit Lessor’s rights and remedies with respect to any failure to pay Rental or any other

Monetary Obligation not satisfied by application of the Prepaid Rent.

Section

4.10. Standstill Deposit.

(a)

Concurrently with the delivery of this Lease, Lessee shall deposit with Lessor the sum of $3,050,000 (the “Standstill Deposit”),

being an amount equal to the sum of (i) six (6) months of Base Monthly Rental at the initial Base Annual Rental (i.e., $2,850,000), plus

(ii) six (6) months of Real Estate Taxes and premiums for the property insurance required to be maintained by Lessee under Section 6.03,

based on the most recent tax bills and insurance premiums available as of the Effective Date (i.e., $200,000). On each Adjustment Date,

Lessee shall deposit with Lessor such additional amount as is necessary so that the portion of the Standstill Deposit described in clause

(i) equals six (6) months of Base Monthly Rental then in effect. The Standstill Deposit is separate from, and in addition to, the Prepaid

Rent.

(b)

The Standstill Deposit is intended to be, and shall be, the same deposit referred to as the “Standstill Deposit” in the Recognition

Agreement, and the delivery of the Standstill Deposit under this Section 4.10 shall satisfy, and shall not be in addition to, any obligation

of Lessee, Venu Holding Corporation or any other Person to deliver the “Standstill Deposit” under the Recognition Agreement.

As used in this Lease, (i) “Standstill Period” has the meaning given to such term in the Recognition Agreement, and

(ii) “Standstill Obligations” means (A) any Rental or other Monetary Obligation the failure to pay which gave rise

to the Payment Default Date, to the extent remaining unpaid on the Payment Default Date, and (B) each installment of Base Monthly Rental,

Real Estate Taxes, premiums for the property insurance required under Section 6.03 and any other Monetary Obligation payable to Lessor

first becoming due during the Standstill Period, in each case to the extent not paid by Lessee when due. This Section 4.10 governs the

funding, holding, application and return of the Standstill Deposit as between Lessor, Lessee and each Guarantor, and in the event of

any conflict between this Section 4.10 and the Recognition Agreement with respect to such matters, this Section 4.10 shall control as

between Lessor, Lessee and each Guarantor; provided, however, that nothing in this Section 4.10 shall limit, modify or supersede any

right of the City Parties under the Recognition Agreement.

(c)

From and after the Payment Default Date, Lessor may, in its sole discretion, apply the Standstill Deposit to any Monetary Obligation

then due and owing under this Lease. During the Standstill Period, however, Lessor shall apply the Standstill Deposit to each Standstill

Obligation as provided herein. Lessor shall not draw upon the Standstill Deposit, or deliver to McKinney Economic Development Corporation

(“MEDC”) or any other City Party any notice of default, notice of a Trigger Event (as defined in the Recognition Agreement)

or the notice that commences the Standstill Period, before the Payment Default Date. If, following the Payment Default Date, Lessor intends

to exercise any remedy against Lessee, any Guarantor or the Tenant Interest, Lessor shall deliver to MEDC the written notice that commences

the Standstill Period under the Recognition Agreement, with a copy to Lessee and each Guarantor, within five (5) days after the Payment

Default Date, so that the Standstill Period commences promptly following the Payment Default Date, and Lessor shall not exercise any

such remedy (other than application of the Standstill Deposit as provided in this Section 4.10) before the Standstill Period has commenced

and the Standstill Deposit has been applied to the Standstill Obligations as required by this Section 4.10. Notwithstanding the foregoing,

Lessor shall forbear from delivering the notice commencing the Standstill Period with respect to any Event of Default arising under Section

12.01(k) by reason of the Owner Default to which the Guarantor Cure Period applies; such forbearance shall continue during the Guarantor

Cure Period, for so long as (i) all monetary obligations under this Lease are continuously satisfied in accordance with the terms hereof

and (ii) all insurance requirements under this Lease are continuously satisfied in accordance with the terms hereof; provided that STORE

may discontinue such forbearance and deliver the notice commencing the Standstill Period upon any failure to satisfy either of the foregoing

conditions, and to the extent STORE discontinues such forbearance, the Guarantor Cure Period shall automatically terminate contemporaneously

as of the date and time of such STORE forbearance discontinuance as to the City Parties and DA Guarantors.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(d)

During the Standstill Period, Lessor shall apply the Standstill Deposit to each Standstill Obligation on its due date and, upon commencement

of the Standstill Period, to the Standstill Obligation described in clause (A) of Section 4.10(b), without notice or demand, and shall

promptly notify Lessee (with a copy to each Guarantor) of each application and the remaining balance of the Standstill Deposit. Each

Standstill Obligation satisfied in full by application of the Standstill Deposit shall be deemed paid when due and discharged in full

for all purposes of this Lease and the other Transaction Documents, shall not accrue a late charge or interest at the Default Rate under

Section 4.06, and shall not be asserted as a default or Event of Default under, or demanded from Lessee or any Guarantor pursuant to,

this Lease, the Guaranty or any other Transaction Document. Lessor shall not demand payment under the Guaranty of any Standstill Obligation

except to the extent the Standstill Deposit is insufficient to satisfy such Standstill Obligation, and Lessor shall have no right to

recover any Standstill Obligation from any City Party

(e)

During the Standstill Period, Lessor shall not terminate this Lease, exercise its reversionary interest in the Vertical Improvements

or take any other action that would extinguish the Tenant Interest, except as permitted by the Recognition Agreement. Notwithstanding

Section 12.02(h) or any other provision of this Lease, Lessor shall not set off, apply or retain the Standstill Deposit against any amount

other than Standstill Obligations. Lessor shall account for the Standstill Deposit separately from any Reserve under Section 6.04. During

the Guarantor Cure Period, Tenant shall have no right to access, withdraw, apply or otherwise use any portion of the Standstill Deposit

or any Prepaid Rent.

(f)

Any unapplied balance of the Standstill Deposit shall be returned to Lessee (or to such other Person that funded the Standstill Deposit,

as Lessee may direct in writing) within thirty (30) days after the later of (i) the issuance by the applicable governmental authority

of a temporary certificate of occupancy (or comparable approval) authorizing the occupancy and use of the Initial Improvements for their

intended purpose, and (ii) the release of MEDC’s lien on the Tenant Interest under the Recognition Agreement upon forgiveness,

payment, or satisfaction of the MEDC Note (as defined in the Recognition Agreement); provided, however, that if a Standstill Period is

then continuing, such return shall occur within thirty (30) days after the expiration or earlier termination of such Standstill Period,

and Lessor may first apply such balance to any Standstill Obligation then due and unpaid; and provided further, however, that no portion

of the Standstill Deposit shall be required to be returned while any Event of Default is then continuing.

(g)

Lessee shall not be entitled to any interest on the Standstill Deposit except as otherwise required by applicable Law. The Standstill

Deposit shall not be deemed prepaid Rental or a limitation on or measure of Lessor’s damages. In the absence of evidence satisfactory

to Lessor of an assignment of the right to receive the Standstill Deposit, or the remaining balance thereof, Lessor may return the Standstill

Deposit to the original Lessee, regardless of one or more assignments of this Lease. Upon a Lessor Transfer, Lessor may pay over any

unapplied balance of the Standstill Deposit to the transferee, and from and after such payment and such transferee’s written assumption

of Lessor’s obligations under this Section 4.10, Lessor shall be relieved of all liability with respect thereto. Any such transferee,

and any Successor Lessor, shall take and hold its interest subject to, and shall be bound by, this Section 4.10, including the obligation

to apply the Standstill Deposit under Section 4.10(d), whether or not such transferee or Successor Lessor actually receives the Standstill

Deposit. The provisions of this Section 4.10(g) shall apply to every subsequent Lessor Transfer.

(h)

Notwithstanding anything to the contrary in this Lease, the Guaranty or any other Transaction Document, Lessor shall not make any demand

upon, commence any action or proceeding against, or otherwise seek to recover any Rental or other Monetary Obligation from, any Guarantor

under the Guaranty unless and until (i) with respect to any installment of Base Monthly Rental for the Prepaid Rent Period, the Prepaid

Rent has been applied thereto in accordance with Section 4.09, and (ii) with respect to any Standstill Obligation, the Standstill Deposit

has been applied to such Standstill Obligation to the extent required by this Section 4.10. Lessor shall give each Guarantor written

notice of any deficiency remaining after the required application of the Prepaid Rent or Standstill Deposit, as applicable, together

with a reasonably detailed statement of the Monetary Obligations then remaining unpaid, and no Guarantor shall be required to make any

payment under the Guaranty earlier than ten (10 ) days after receipt of such notice. Any payment or performance by a Guarantor of any

obligation of Lessee shall be accepted by Lessor as if made by Lessee and shall cure the applicable default to the same extent. Satisfaction

of the Owner Default by J.W. Roth or Kevin O’Neil, as DA Guarantors under the City Development Agreement, shall cure the corresponding

Event of Default under Section 12.01(k) to the same extent as if performed by Lessee. This Section 4.10(h) is for the express benefit

of each Guarantor, may be enforced directly by each Guarantor, and shall be deemed incorporated into and to modify the Guaranty.

Section

4.11. Subordination to Development Agreement and Recognition Agreement. This Lease and all rights of the parties hereunder are, and

shall at all times be and remain, subject and subordinate to: (a) the City Development Agreement solely to the extent expressly provided

in the Recognition Agreement, and (b) the Recognition Agreement. In the event of any conflict between this Lease and the Recognition

Agreement, the Recognition Agreement shall control to the extent expressly provided therein. This Section 4.11 is intended to preserve

the priority framework reflected in the Recognition Agreement, and not to permit the City Development Agreement to override the rights

and protections specifically negotiated by the parties in this Lease, including those set forth in Sections 4.09 and 4.10. This subordination

is self-operative and no further instrument of subordination shall be required, provided that the parties shall execute and deliver such

additional instruments as the McKinney Economic Development Corporation may reasonably request to confirm this subordination of record.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

ARTICLE

Representations and Warranties of Lessee

The

representations and warranties of Lessee contained in this Article V are being made to induce Lessor to enter into this Lease, and Lessor

has relied, and will continue to rely, upon such representations and warranties. Lessee represents and warrants to Lessor as follows:

Section

5.01. Organization, Authority and Status of Lessee. Lessee has been duly organized or formed, is validly existing and in good standing

under the laws of its state of formation and is qualified as a foreign limited liability company to do business in any jurisdiction where

such qualification is required. All necessary company and appropriate action has been taken to authorize the execution, delivery and

performance by Lessee of this Lease and of the other documents, instruments and agreements provided for herein. Lessee is not, and if

Lessee is a “disregarded entity,” the owner of such disregarded entity is not, a “nonresident alien,” “foreign

corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or any other “person”

that is not a “United States Person” as those terms are defined in the Code and the regulations promulgated thereunder. The

Person who has executed this Lease on behalf of Lessee is duly authorized to do so.

Section

5.02. Enforceability. This Lease constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance

with its terms.

Section

5.03. Litigation. There are no suits, actions, proceedings or investigations pending, or to the best of its knowledge, threatened

against or involving any Lessee Entity or the Property before any court, arbitrator or Governmental Authority which might reasonably

result in any Material Adverse Effect.

Section

5.04. Absence of Breaches or Defaults. Lessee is not in default under any document, instrument or agreement to which Lessee is a

party or by which Lessee, the Property or any of Lessee’s property is subject or bound, which has had, or could reasonably be expected

to result in, a Material Adverse Effect. The authorization, execution, delivery and performance of this Lease and the documents, instruments

and agreements provided for herein will not result in any breach of or default under any document, instrument or agreement to which Lessee

is a party or by which Lessee, the Property or any of Lessee’s property is subject or bound.

Section

5.05. Compliance with OFAC Laws. None of the Lessee Entities, and no individual or entity owning directly or indirectly any

interest in any of the Lessee Entities, is an individual or entity whose property or interests are subject to being blocked under any

of the OFAC Laws or is otherwise in violation of any of the OFAC Laws; provided, however, that the representation contained in

this sentence shall not apply to any Person to the extent such Person’s interest is in or through a U.S. Publicly Traded Entity.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

5.06. Solvency. There is no contemplated, pending or threatened Insolvency Event or similar proceedings, whether voluntary or involuntary,

affecting Lessee or any Lessee Entity. Lessee does not have unreasonably small capital to conduct its business.

Section

5.07. Ownership. To the best of Lessee’s knowledge, none of (i) Lessee, (ii) any Affiliate of Lessee, or (iii) any Person owning

ten percent (10%) or more of Lessee, owns, directly or indirectly, ten percent (10%) or more of the total voting power or total value

of capital stock in STORE Capital LLC.

Section

5.08. City Development Agreement; Grants; Incentives. The City Development Agreement and Recognition Agreement delivered to Lessor

constitute all material agreements with the City Parties relating to the Project except as disclosed to Lessor in writing.

Section

5.09. Initial Improvements. With respect to the Initial Improvements, (i) Lessee represents that all the Contract Documents and Initial

Improvements Plans and Specifications (collectively, the “Design”) have been approved by Lessee, that all construction

of improvements are and shall be constructed and maintained in strict accordance with Design and applicable law and, to the extent required

by applicable law, ordinance, building codes, and/or any effective restrictive covenant, respectively, each Governmental Authority and

the beneficiaries of each such covenant respectively, (ii) the design, layout, as built construction and anticipated use of the Initial

Improvements complies with or will comply with, by the Completion Date, all applicable zoning ordinances, regulations (including, without

limitation, wetlands regulations) and restrictive covenants affecting the Property and all other Requirements of Governmental Authority

and all requirements for such use have been or will have been satisfied by the Completion Date, (iii) Lessee has obtained all licenses,

permits, authorizations, consents and approvals from Governmental Authorities, sureties and/or other third parties necessary to commence

construction of the Initial Improvements, such licenses, permits, authorizations and consents are in full force and effect and will be

maintained in full force and effect throughout construction of the Initial Improvements, and Lessee has no reason to believe that all

licenses, permits, certifications and approvals with respect to the Initial Improvements to be issued subsequent to the Effective Date

will not be issued in the ordinary course of business, (iv) the Property has adequate rights of access to public ways and all water (including

domestic potable water), sanitary sewer and storm drain facilities, (v) all public utilities necessary or convenient for the full use

and enjoyment of the Property shall be located in the public right-of-way abutting the Property or permanent easements acceptable to

Lessor, and if not now connected, the same shall be connected so as to serve the Property prior to the Completion Date without passing

over other property or shall be within easements which are acceptable to Lessor, and (vi) all roads necessary for the full utilization

of the Property for its intended purposes have either been completed or the necessary rights of way therefor have either been acquired

by the appropriate Governmental Authority or have been dedicated to public use and accepted by said Governmental Authorities, and all

necessary steps have been taken by Lessee and all Governmental Authorities to assure the complete construction and installation thereof

prior to the Completion Date.

Section

5.10. Aikman Club. Lessee represents that (a) there are no material documents or agreements, written or oral, relating to the Aikman

Club other than those provided to Lessor, (b) all memberships sold before the Effective Date were sold pursuant to the form of membership

agreement provided to Lessor without material modification to the membership terms thereof, and (c) all proceeds received in connection

with Aikman Club memberships have been attributed to or used for the benefit of Lessee. Lessee shall cause all future Aikman Club memberships

to be sold pursuant to the form of membership agreement provided to Lessor, without material modification to the membership terms thereof

unless Lessor otherwise consents in writing.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

5.11. Firepit Suites. Lessee represents that there are no material documents or agreements, written or oral, relating to the ownership

or use of the firepit suites except those disclosed to Lessor. Lessee shall not grant, and shall not permit another Person to grant,

rights to use the firepit suites except pursuant to (a) Class B Units or Class C Units issued pursuant to the operating agreement and

offering documents provided to Lessor, (b) event-specific ticket sales, (c) bona fide sponsorship agreements entered into for value,

or (d) the FireSuite Lease Agreement between Lessee (or an Affiliate of Lessee) and a City Party entered into pursuant to the City Development

Agreement. No such arrangement shall grant a lien upon or real-property interest in the Property, the Horizontal Improvements or the

Vertical Improvements.

ARTICLE

Taxes and Assessments; UTILITIES; INSURANCE; BONDING

Section

6.01. Taxes.

(a)

Payment. Subject to the provisions of Section 6.01(b) below, Lessee shall pay, prior to the earlier of delinquency or the

accrual of interest on the unpaid balance, or reimburse Lessor to the extent paid by Lessor, all taxes and assessments of every type

or nature assessed against or imposed upon the Property, Lessee or Lessor during the Lease Term related to or arising out of this Lease

and the activities of the parties hereunder, including without limitation, (i) all taxes or assessments upon the Property or any part

thereof and upon any personal property, trade fixtures and improvements located on the Property, whether belonging to Lessor or Lessee,

or any tax or charge levied in lieu of such taxes and assessments; (ii) all taxes, charges, license fees and or similar fees imposed

by reason of the use of the Property by Lessee; (iii) all excise, franchise, transaction, privilege, license, sales, use and other taxes

upon the Rental or other Monetary Obligations hereunder, the leasehold estate of either party or the activities of either party pursuant

to this Lease; and (iv) all franchise, capital stock, capital levy, privilege or similar taxes of Lessor calculated on the value of the

Property or on the amount of capital apportioned to the Property. Notwithstanding anything in clauses (i) through (iv) to the contrary,

Lessee shall not be obligated to pay or reimburse Lessor for any taxes based on the net income of Lessor.

(b)

Reimbursement. With regard to the taxes due under Section 6.01(a)(iv), Lessor will pay all amounts directly to the applicable

taxing jurisdiction prior to the due date and notify Lessee of its share of the taxes during the year following the calendar year to

which the tax relates, at which time the obligation will be immediately due and payable to Lessor.

(c)

Right to Contest. Within thirty (30) days after each tax and assessment payment is required by this Section 6.01 to be

paid, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by

Lessee. In the event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within

fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested (in the case of

any item involving more than $10,000, after prior written notice to Lessor, which shall be given within fifteen (15) days of Lessee’s

determination to contest any matter as permitted herein), by appropriate legal proceedings conducted in good faith and with due diligence,

any above-described item or lien with respect thereto, provided that (i) neither the Property nor any interest therein would be in any

danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii)

if and to the extent required by the applicable taxing authority and/or Lessor, Lessee posts a bond or takes other steps acceptable to

such taxing authority and/or Lessor that removes such lien or stays enforcement thereof; (iv) Lessee shall promptly provide Lessor with

copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding; and (v) upon termination

of such proceedings, it shall be the obligation of Lessee to pay the amount of any such tax and assessment or part thereof as finally

determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with

any costs, fees (including attorneys’ fees and disbursements), interest, penalties or other liabilities in connection therewith.

Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with

such contest or proceedings, but Lessor shall incur no cost or obligation thereby.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

6.02. Utilities. Lessee shall contract, in its own name, for and pay when due all charges for the connection and use of water, gas,

electricity, telephone, garbage collection, sewer use and other utility services supplied to the Property during the Lease Term. Under

no circumstances shall Lessor be responsible for any interruption of any utility service.

Section

6.03. Insurance.

(a)

Coverage. Throughout the Lease Term, Lessee shall maintain and shall cause the lessee under the Operations Lease and any

other Person responsible for the operation or management of all or any material portion of the Property either to maintain or to be covered

as an additional insured under Lessee’s policies and/or cause to be maintained, with respect to the Property, at its sole expense,

the following types and amounts of insurance reasonably acceptable to Lessor, in addition to such other insurance as Lessor may reasonably

require from time to time:

(i)

Builder’s risk insurance written on a completed value, non-reporting, “all risk” or “special form” basis

covering the Initial Improvements and any subsequent construction, alteration, restoration or repair at the Property, in an amount not

less than one hundred percent (100%) of the completed value of the work, and including coverage for (A) materials and equipment stored

off site and in transit, (B) Soft Costs, (C) delay in opening and loss of rental value payable to Lessor for a period of not less than

twelve (12) months following the projected date of completion, (D) flood and earthquake to the extent required under Section 6.03(a)(ii)

below, (E) named windstorm and hail, (F) testing, start-up and commissioning, including both cold and hot testing, (G) ordinance or law,

and (H) debris removal and expediting expenses. Such insurance shall name Lessor and any Lender designated by Lessor as additional named

insureds and loss payees, as their interests may appear, and shall be maintained until final completion and acceptance of the applicable

work and attachment, without gap or lapse, of the coverage required under Section 6.03(a)(ii) below. Notwithstanding the foregoing, the

builder’s risk insurance in effect as of the Effective Date may satisfy the requirements of this Section 6.03(a)(i) if approved

in writing by Lessor on or before the Effective Date. Any renewal, extension or replacement of such insurance, and any builder’s

risk insurance obtained in connection with subsequent construction, alteration, restoration or repair at the Property, shall comply with

the requirements of this Section 6.03(a)(i). Lessee shall cause builder’s risk insurance to remain in effect continuously until

the coverage required under Section 6.03(a)(ii) below has attached, and shall deliver to Lessor evidence of each renewal, extension or

replacement thereof not later than thirty (30) days prior to the expiration of the coverage then in effect.

(ii)

Insurance against loss or damage to real property and personal property under an “all risk” or “special form”

insurance policy, which shall include coverage against all risks of direct physical loss, including but not limited to loss by fire,

lightning, windstorm and hail (including named windstorm), terrorism (including coverage under the Terrorism Risk Insurance Act and any

extension or reauthorization thereof), and other risks normally included in the standard ISO special form (and shall also include National

Flood and Excess Flood insurance if the Property is located in Flood Zone A or Flood Zone V, as designated by FEMA, or otherwise located

in a flood zone area identified by FEMA as a 100-year flood zone or special hazard area, and earthquake insurance if the Property is

located within a moderate to high earthquake hazard zone as determined by an approved insurance company set forth in Section 6.03(b)(x)

below). Such policy shall also include soft costs, a joint loss agreement, coverage for ordinance or law covering the loss of value of

the undamaged portion of the Property, costs to demolish and the increased costs of construction if any of the improvements located on,

or the use of, the Property shall at any time constitute legal non-conforming structures or uses. Ordinance or law limits shall be in

an amount equal to the full replacement cost for the loss of value of the undamaged portion of the Property and no less than 25% of the

replacement cost for costs to demolish and the increased cost of construction, or in an amount otherwise specified by Lessor. Such insurance

shall be in amounts not less than 100% of the full insurable replacement cost values (without deduction for depreciation), and such amount

shall be available with respect to the Property in the event of loss, with an agreed amount endorsement or without any coinsurance provision,

and with sublimits satisfactory to Lessor, as determined from time to time at Lessor’s request but not more frequently than once

in any 12-month period.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(iii)

Commercial general liability insurance written on an occurrence basis on ISO form CG 00 01 or its equivalent, including products and

completed operation liability, covering Lessor and Lessee against bodily injury liability, property damage liability and personal and

advertising injury, liquor liability coverage, garage liability coverage and garagekeepers liability coverage, including without limitation

any liability arising out of the ownership, maintenance, repair, condition or operation of the Property or adjoining ways, streets, parking

lots or sidewalks. Such insurance policy or policies shall contain a broad form contractual liability endorsement under which the insurer

agrees to insure Lessee’s obligations under Article X hereof to the extent insurable, and a “severability of interest”

clause or endorsement which precludes the insurer from denying the claim of Lessee or Lessor because of the negligence or other acts

of the other. Such insurance shall include coverage for, and shall not exclude or sublimit below the per occurrence limit, claims arising

out of or relating to (A) assault and battery, (B) the acts, errors or omissions of security or crowd management personnel, including

the use of force, whether or not reasonable, (C) the discharge, use or handling of firearms or other weapons, (D) crowd control, crowd

management, admission, ejection or refusal of admission, and (E) the sale, service or furnishing of alcoholic beverages, and shall include

terrorism liability coverage. Such insurance shall be in amounts of not less than $2,000,000 per occurrence for bodily injury and property

damage, and $4,000,000 general aggregate per location and, in a like amount, products and completed operations aggregate per location,

which aggregate limits shall apply separately to the Property and shall not be subject to erosion by claims arising at any other location,

or such higher limits as Lessor may reasonably require from time to time, and shall be of form and substance satisfactory to Lessor.

Such limits of insurance can be acquired through Commercial General liability and Umbrella liability policies. The total limits of liability

available for claims arising at or in connection with the Property, through the combination of such policies, shall be not less than

$50,000,000 per occurrence and $50,000,000 in the aggregate, which limits shall be subject to an aggregate limit applicable separately

to the Property where commercially available and shall in any event be available with respect to the Property in such amount as of the

inception of each policy period; and if such limits are materially eroded by claims, Lessor may require Lessee to reinstate them or to

obtain additional limits so that the required amount is again available with respect to the Property. Any umbrella or excess liability

policy used to satisfy such limits shall follow form with respect to the coverages required under this Section 6.03(a)(iii), including

assault and battery, the acts of security and crowd management personnel, crowd control and liquor liability, and shall not contain any

exclusion, condition or limitation that would create a material gap in those coverages within the required limits.

(iv)

Workers’ compensation insurance affording statutory benefits, and Employers Liability insurance in amounts of not less than $1,000,000

each accident, $1,000,000 disease – each employee and $1,000,000 disease – policy limit, covering all persons employed by

Lessee on the Property in connection with any work done on or about the Property for which claims for death or bodily injury could be

asserted against Lessor, Lessee or the Property. If Lessee, the lessee under the Operations Lease, or any operator, manager, subtenant

or concessionaire of the Property elects not to subscribe to the Texas workers’ compensation system, then such Person shall (A)

maintain an occupational injury benefit plan providing medical, disability and death benefits to injured employees, (B) maintain employer’s

liability or excess indemnity insurance with limits of not less than $1,000,000 each accident and $1,000,000 in the aggregate that does

not exclude claims brought by employees of a non-subscribing employer, and (C) give Lessor prompt written notice of such election and

of any subsequent change in such election.

(v)

Business interruption insurance including Rental Value Insurance payable to Lessor at all locations for a period of not less than eighteen

(18) months. Such insurance is to follow the form of the real property “all risk” or “special form” coverage

and is not to contain a co-insurance clause. Such insurance is to have a minimum of three hundred sixty-five (365) days of extended period

of indemnity, and shall include coverage for loss resulting from the order of a civil authority and from the prevention of ingress to

or egress from the Property, in each case at limits and for periods reasonably satisfactory to Lessor.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(vi)

Automobile liability insurance, including owned, non-owned and hired car liability insurance for combined limits of liability of $1,000,000

per occurrence. The limits of liability can be provided in a combination of an automobile liability policy and an umbrella liability

policy.

(vii)

Comprehensive Boiler and Machinery or Equipment Breakdown Insurance against loss or damage from explosion of any steam or pressure boilers

or similar apparatus, if any, and other building equipment including HVAC units located in or about the Property and in an amount sufficient

to cover the maximum foreseeable loss from an accident to covered equipment, in such amount as Lessor may reasonably require from time

to time based on replacement cost or appraisal information then available. Such coverage may be provided by endorsement to the property

insurance required under Section 6.03(a)(ii) above, and shall include coverage for business interruption and loss of rental value resulting

from an accident to covered equipment.

(viii)

Liquor liability (dram shop) insurance covering the manufacture, sale, service, furnishing or distribution of alcoholic beverages at

the Property, whether by Lessee, the lessee under the Operations Lease, or any operator, concessionaire, caterer or licensee, and covering

liability imposed under Chapter 2 of the Texas Alcoholic Beverage Code, in an amount not less than the per occurrence limit required

under Section 6.03(a)(iii) above for each occurrence or common cause and in an aggregate amount not less than the general aggregate required

thereunder. Such coverage may be provided under the commercial general liability policy required under Section 6.03(a)(iii) above or

under a separate liquor liability policy, provided that the required limits are satisfied and the umbrella and excess liability policies

follow such coverage, and shall not be subject to any sublimit for assault and battery or for claims arising out of the acts of security

or crowd management personnel.

(ix)

Environmental or pollution legal liability insurance covering claims for bodily injury, property damage, natural resource damage and

Remediation costs arising from Releases of Hazardous Materials or Regulated Substances at, on, under or migrating from the Property,

with limits of not less than $5,000,000 per claim and in the aggregate, naming Lessor and any Lender designated by Lessor as additional

insureds, which insurance shall be maintained (A) at all times during the Construction of the Initial Improvements and during any subsequent

construction, maintenance, alteration, restoration and/or repair at the Property, and (B) at any other time during which above or below

ground storage tanks, fuel storage, handling or dispensing operations, or other operations presenting a material risk of a Release are

present at or conducted on the Property, or as Lessor may otherwise reasonably require based on the operations then being conducted at

the Property. The coverage required under clause (A) above may be satisfied by contractors pollution liability insurance maintained by

Lessee’s contractor, provided that Lessor and any Lender designated by Lessor are named as additional insureds thereunder. Upon

any expiration or non-renewal of such coverage at a time when it is required hereunder, Lessee shall obtain an extended reporting period

of not less than three (3) years.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(x)

Such additional and other insurance, in such amounts, as is then customarily carried by prudent owners or tenants with respect to improvements

and personal property similar in character, location, use and occupancy to the Property.

(b)

Insurance Provisions. All insurance policies shall:

(i)

provide for a waiver of subrogation by the insurer as to claims against Lessor, any Lessor Affiliate, any Lender designated by Lessor

and their respective employees and agents, which waiver shall apply to each policy required hereunder, including the property, business

interruption, workers’ compensation and employers liability policies;

(ii)

with respect to liability insurance under which Lessor, any Lessor Affiliate or any Lender is an additional insured, be primary, non-contributory,

and provide that any “other insurance” clause in the insurance policy shall exclude any policies of insurance maintained

by Lessor and the insurance policy shall not be brought into contribution with insurance maintained by Lessor;

(iii)

contain deductibles not to exceed $250,000; provided that any self-insured retention shall be deemed a deductible for purposes of this

Section 6.03; and Lessee shall be solely responsible for the payment of all deductibles and self-insured retentions, which shall in no

event be borne by, or reduce any amount payable to, Lessor or any Lender; except that, for windstorm and hail coverage, any deductible

applicable to named windstorm and hail may not exceed five percent (5%) of the insured value of the affected property at the Property;

(iv)

contain a standard non-contributory mortgagee clause or endorsement in favor of any Lender designated by Lessor;

(v)

provide that the policy of insurance will not be terminated, cancelled, non-renewed or amended in any manner that would reduce coverage

below the requirements of this Section 6.03 without at least thirty (30) days’ prior written notice to Lessor and each applicable

Lender, or ten (10) days’ prior written notice in the case of cancellation for nonpayment of premium. If the insurer does not provide

the required notice, Lessee shall provide such notice promptly after obtaining knowledge of the applicable termination, cancellation,

non-renewal or amendment;

(vi)

provide that the insurer shall not have the option to restore the Property if Lessor elects to terminate this Lease in accordance with

the terms hereof;

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(vii)

be in amounts sufficient at all times to satisfy any coinsurance requirements thereof;

(viii)

except for workers’ compensation insurance referred to in Section 6.03(a)(iv) above, name Lessor and any Lessor Affiliate or Lender

requested by Lessor, as an “additional insured” with respect to liability insurance (including the umbrella and excess liability

policies) on endorsements providing coverage at least as broad as ISO forms CG 20 10 and CG 20 37, so that such status applies to both

ongoing operations and completed operations and survives the expiration or earlier termination of this Lease, and on a primary and non-contributory

basis, and as an “additional named insured” or “additional insured” and loss payee with respect to design, construction,

real property and rental value insurance, as appropriate and as their interests may appear;

(ix)

be evidenced by delivery to Lessor and any Lender designated by Lessor of an Acord Form 28 for property, business interruption and boiler

& machinery coverage (or any other form requested by Lessor) and an Acord Form 25 for commercial general liability, workers’

compensation and umbrella coverage (or any other form requested by Lessor); provided that in the event that either such form is no longer

available, such evidence of insurance shall be in a form reasonably satisfactory to Lessor and any Lender designated by Lessor; be accompanied

by copies of the actual additional insured, waiver of subrogation and primary and non-contributory endorsements and, upon Lessor’s

request, the schedule of forms and endorsements for each policy; be delivered on or before the Effective Date and again not later than

ten (10) days prior to the expiration of any policy then in effect; and in no event be deemed to amend, extend or alter the coverage

required by, or the obligations of Lessee under, this Section 6.03;

(x)

be issued by insurance companies licensed or, in the case of any surplus lines insurer, eligible and approved to write surplus lines

insurance in the state where the Property is located and which are rated no less than A-X by Best’s Insurance Guide or are otherwise

approved by Lessor; and

(xi)

in the event of any design, construction, alteration, restoration, maintenance and/or repair work on and/or at the Property, whether

in connection with the construction of the Initial Improvements or at any time thereafter, Lessee shall ensure that the insurance required

under this Section 6.03 is supplemented by insurance maintained by each contractor, design professional and, through such contractor

and design professional, each subcontractor, vendor and subconsultant performing work at, on and/or for the Property. Such supplemental

coverage shall consist of commercial general liability, automobile liability, workers’ compensation and employers liability, and

umbrella or excess liability insurance in amounts appropriate to the scope and hazard of the work, naming Lessor, any Lessor Affiliate

and any Lender designated by Lessor as additional insureds on a primary and non-contributory basis for both ongoing operations and completed

operations, with waivers of subrogation in their favor, evidence of which shall be delivered to Lessor prior to commencement of the work;

and

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(xii)

in the case of any event, performance or other activity conducted at the Property by or through a promoter, producer, production company,

performer, security contractor, caterer, concessionaire or other third party whose activities present a material risk of loss, be supplemented

by insurance maintained by such Person appropriate to its activities and to the indemnity obligations it has undertaken, naming Lessee,

Lessor, any Lessor Affiliate and any Lender designated by Lessor as additional insureds on a primary and non-contributory basis, with

waivers of subrogation in their favor; and Lessee shall establish and maintain commercially reasonable procedures to require, obtain

and verify such insurance.

(c)

Additional Insurance Obligations. It is expressly understood and agreed that (i) if any insurance required hereunder, or

any part thereof, shall expire, be withdrawn, become void by breach of any condition thereof by Lessee, or become void or in jeopardy

by reason of the failure or impairment of the capital of any insurer, Lessee shall immediately obtain new or additional insurance reasonably

satisfactory to Lessor and any Lender designated by Lessor; (ii) the minimum limits of insurance coverage set forth in this Section 6.03

shall not limit the liability of Lessee for its acts or omissions as provided in this Lease; (iii) Lessee shall procure policies for

all insurance for periods of not less than one year and shall provide to Lessor and any servicer or Lender of Lessor certificates of

insurance or, upon Lessor’s request, duplicate originals of insurance policies evidencing that insurance satisfying the requirements

of this Lease is in effect at all times; (iv) Lessee shall pay as they become due all premiums for the insurance required by this Section

6.03; (v) in the event that Lessee fails to comply with any of the requirements set forth in this Section 6.03, within ten (10) days

of the giving of written notice by Lessor to Lessee, (A) Lessor shall be entitled to procure such insurance; and (B) any sums expended

by Lessor in procuring such insurance shall be Additional Rental and shall be repaid by Lessee, together with interest thereon at the

Default Rate, from the time of payment by Lessor until fully paid by Lessee immediately upon written demand therefor by Lessor; and (vi)

Lessee shall maintain all insurance policies required in this Section 6.03 not to be cancelled, invalidated or suspended on account of

the conduct of Lessee, its officers, directors, managers, members, employees or agents, or anyone acting for Lessee or any subtenant

or other occupant of the Property, and shall comply with all policy conditions and warranties at all times to avoid a forfeiture of all

or a part of any insurance payment. Lessee agrees and expressly covenants that Lessee shall cause Lessor to be added as an additional

insured under all of Lessee’s liability insurance policies, and Lessee shall use commercially reasonable efforts to cause Lessor

to be added as an additional insured under the insurance policies of all design professionals, contractors and consultants performing

design, construction, maintenance, demolition, remodeling, repair and work of any kind to the Vertical and Horizontal improvements, the

Property, and all operations related thereto; provided that Lessee’s inability to cause Lessor to be so added under any such design

professional’s, contractor’s or consultant’s policy, after the exercise of such efforts, shall not constitute a default

or Event of Default under this Lease. Within thirty (30) days after the Effective Date, Lessee shall cause Lessor to be named as an obligee/co-obligee

under all construction payment and performance bonds related to construction, maintenance, renovation and repair activities of any type

on and/or to the Property. Lessee shall ensure that the penal sum of any construction payment and/or performance bond is adequate to

cover the full cost of construction related thereto. Within thirty (30) days after the Effective Date, Lessee shall cause all construction

payment and performance bonds to be filed of record in Collin County, TX in conformance with the Texas Property Code.

(d)

Blanket Policies. Notwithstanding anything to the contrary in this Section 6.03, any insurance which Lessee is required

to obtain pursuant to this Section 6.03 may be carried under a “blanket” policy or policies covering other properties or

liabilities of Lessee provided that such “blanket” policy or policies otherwise comply with the provisions of this Section

6.03.

Section

6.04. Tax Impound. Upon the occurrence of an Event of Default and with respect to each Event of Default, in addition to any other

remedies, Lessor may require Lessee to pay to Lessor on the first day of each month the amount that Lessor reasonably estimates will

be necessary in order to accumulate with Lessor sufficient funds in an impound account (which shall not be deemed a trust fund) (the

“Reserve”) for Lessor to pay any and all real estate taxes (“Real Estate Taxes”) for the Property

for the ensuing twelve (12) months, or, if due sooner, Lessee shall pay the required amount immediately upon Lessor’s demand therefor.

Lessor shall, upon prior written request of Lessee, provide Lessee with evidence reasonably satisfactory to Lessee that payment of the

Real Estate Taxes was made in a timely fashion. In the event that the Reserve does not contain sufficient funds to timely pay any Real

Estate Taxes, upon Lessor’s written notification thereof, Lessee shall, within five (5) Business Days of such notice, provide funds

to Lessor in the amount of such deficiency. Lessor shall pay or cause to be paid directly to the applicable taxing authorities any Real

Estate Taxes then due and payable for which there are funds in the Reserve; provided, however, that in no event shall Lessor be obligated

to pay any Real Estate Taxes in excess of the funds held in the Reserve, and Lessee shall remain liable for any and all Real Estate Taxes,

including fines, penalties, interest or additional costs imposed by any taxing authority (unless incurred as a result of Lessor’s

failure to timely pay Real Estate Taxes for which it had funds in the Reserve). Lessee shall cooperate fully with Lessor in assuring

that the Real Estate Taxes are timely paid. Lessor may deposit all Reserve funds in accounts insured by any federal or state agency and

may commingle such funds with other funds and accounts of Lessor. Interest or other gains from such funds, if any, shall be the sole

property of Lessor. Upon an Event of Default, in addition to any other remedies, Lessor may apply all impounded funds in the Reserve

against any sums due from Lessee to Lessor. Lessor shall give to Lessee an annual accounting showing all credits and debits to and from

such impounded funds received from Lessee.

ARTICLE

VII

MAINTENANCE; ALTERATIONS

Section

7.01. Condition of Property; Maintenance. Lessee hereby accepts the Property “AS IS” and “WHERE IS” with

no representation or warranty of Lessor as to the condition thereof. Lessee shall, at its sole cost and expense, be responsible for (a)

keeping all of the building, structures and improvements erected on the Property (including the Horizontal Improvements) in good order

and repair, free from actual or constructive waste and in full compliance with applicable law, including but not limited to applicable

ordinance and building code; (b) the repair, renovation, construction and/or reconstruction of any building, structures or improvements

erected on the Property (including the Horizontal Improvements) damaged or destroyed by a Casualty; (c) subject to Section 7.02, making

all necessary structural, non-structural, exterior and interior repairs and replacements to any building, structures or improvements

erected on the Property (including the Horizontal Improvements), together with regularly maintaining the foregoing; (d) operating, remodeling,

updating and modernizing the Property in accordance with those standards adopted by any governmental authority with jurisdiction over

the Property from time to time on a system-wide basis for the Permitted Facility; (e) (i) ensuring that no party encroaches upon the

Property, (ii) protecting, defending, indemnifying, releasing and holding the Indemnified Parties harmless from and against any and all

claims and Losses arising out of or in any way relating to any encroachments and/or activities upon the Property caused by any Person;

and (iii) prosecuting any claims that Lessee seeks to bring against any Person relating to Lessee’s use and possession of the Property;

and (f) paying all operating costs of the Property in the ordinary course of business. Lessee waives any right to require Lessor to maintain,

repair or rebuild all or any part of the Property or make repairs at the expense of Lessor pursuant to any Legal Requirements at any

time in effect.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

7.02. Alterations and Improvements.

(a)

Construction, Maintenance and Repair of Initial Improvements.

(i)

Lessee shall be solely responsible for the development, design and construction (the “Construction”) of the Initial

Improvements and to all repairs to, reconstruction of, maintenance to and construction of any additions to the improvements (herein collectively

called “Additional Construction Services”). Lessee shall construct the Initial Improvements and all Additional Construction

Services in a good and workmanlike manner in strict accordance with applicable law and the Contract Documents and in accordance with

Section 7.02(ii), free and clear of all mechanics’ liens, other liens and encumbrances of any kind. Lessee shall diligently pursue

such construction to completion and complete such construction on or before December 4, 2027 (the “Completion Date”).

For purposes of this Lease, “Completion” shall be deemed to have occurred upon the issuance by the applicable governmental

authority of a temporary certificate of occupancy (or comparable approval) authorizing the occupancy and use of the Initial Improvements

for their intended purpose, notwithstanding the existence of minor punch-list items or other incomplete work that does not prevent such

occupancy and use. The Initial Improvements shall be constructed by Lessee in accordance with the Contract Documents, Initial Improvements

Plans and Specifications, applicable law and all Requirements of Governmental Authority, without any encroachments on easements, public

land or adjacent land and in accordance with and without violating Applicable Requirements. Lessee shall timely obtain, maintain and

keep in full compliance, force and effect all consents, licenses, permits, certifications and approvals required to construct or complete

the Initial Improvements. On or before the Completion Date, Lessee shall have (i) obtained from each Governmental Authority, and, to

the extent required, from each beneficiary of each restrictive covenant, all licenses, permits, authorizations, consents and approvals

necessary for the occupancy and operation of the Initial Improvements for their intended purpose, and as of the Completion Date such

licenses, permits, authorizations, consents and approvals will be in full force and effect and will be assigned to or issued in the name

of Lessor, and (ii) delivered to Lessor an As-Built Survey satisfactory to Lessor, together with an additional endorsement to the Title

Policy (or a new Title Policy if required by the applicable jurisdiction) confirming that all of the Initial Improvements are within

the boundary lines of the Land, do not encroach upon any easements or rights-of-way and do not violate any setback lines or recorded

covenants, conditions or restrictions. On or before the date that is sixty (60) days after the Completion Date, Lessee shall provide

Lessor with copies of final unconditional lien waivers from all contractors, subcontractors, suppliers, vendors and/or other Persons

entitled to protection under applicable lien laws. Within thirty (30) days after the Effective Date, Lessee shall cause the General Contractor

to execute and deliver a conditional assignment of the General Contract in form and substance reasonably acceptable to Lessor (the “Conditional

Assignment”). Lessor and Lessee shall cooperate in good faith to negotiate the Conditional Assignment with the General Contractor;

provided, however, that obtaining the fully executed Conditional Assignment shall remain Lessee’s obligation. Lessor’s rights

as a third-party beneficiary of the General Contract shall be as set forth in the Conditional Assignment, and Lessor shall not be deemed

to assume, undertake or become liable for any duty, obligation, indebtedness, liability, default, payment obligation or other responsibility

of Lessee under the General Contract unless and until expressly assumed by Lessor in a separate written instrument executed by Lessor.

(ii)

Lessee acknowledges that the filing of any mechanic’s or materialman’s lien(s) or other encumbrances against the Property

may impair Lessor’s title, financing, sale, leasing, and/or Lessor’s other rights and duties relating to the Property. Accordingly,

Lessee represents, warrants and covenants to timely and properly satisfy all financial obligations entered into by Lessee to ensure there

are no liens or encumbrances on the Property (including its improvements) relating to and/or arising from any amount owed by Lessee for

Construction, Additional Construction Services and improvements on the Property for materials, labor, architectural services, engineering

services, consulting and/or any other debts and/or financial obligation arising from and/or related to the Project. Lessee represents

to Lessor that there are no outstanding accounts payable, no constitutional or statutory mechanics’ liens and no rights to claim

a mechanics’ lien in favor of any materialman, laborer, architect, engineer, surveyor, consultant or any other person in connection

with design, construction labor, construction materials and/or other services furnished to and/or performed in relation to Construction

and Additional Construction Services on and/or to any portion of the Property, which will not be fully paid for by Lessee by the Completion

Date for Construction and/or within a prompt period of time from completion of any Additional Construction Services. Lessee will keep

the Property and all improvements thereto free of liens and encumbrances during the duration of the Lease. Further, Lessee covenants

that it shall be solely responsible for any and all claims for mechanics’ liens and accounts payable that have arisen or may ever

subsequently arise as a result of agreements entered into by Lessee for any Construction and Additional Construction Services performed.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(iii)

Lessee shall be solely responsible for investigating, hiring, training, paying, supervising and discharging all personnel required to

construct the Initial Improvements. Such personnel shall in every instance be deemed agents or employees, as the case may be, of Lessee

and not of Lessor, and all matters pertaining to the employment, supervision, compensation, promotion and discharge of such employees

or agents shall be the sole responsibility of Lessee. Lessee shall require any architects, engineers, contractors and subcontractors

engaged in connection with the construction of the Initial Improvements to perform their respective obligations under the terms of their

respective agreements, and to be licensed in accordance with State law.

(iv)

On or before the tenth (10th) day of each calendar month, Lessee shall provide Lessor with an update of the status of construction of

the Initial Improvements, which shall include the percentage of the completed Initial Improvements, an updated construction schedule

that evidences that construction of the Initial Improvements will be completed by the Completion Date (and copies of relevant amendments

to the Contract Documents or other construction documents executed to cause the Initial Improvements to be completed on or before the

Completion Date), and confirmation that the actual costs required to complete the Initial Improvements do not, and will not, exceed the

Budget.

(v)

Lessee represents, warrants, and covenants that: (a) Lessee presently possesses, and shall at all times during the Construction of any

improvements on the Property and all design and Additional Construction Services, Lessee shall maintain sufficient financial resources

to timely pay all costs associated with the design, permitting, financing, construction, protection and completion of such improvements;

(b) Lessee has established and shall maintain throughout construction a budget reasonably sufficient to fully fund all labor, materials,

equipment, professional services, financing costs, protection and other expenses associated with the improvements; (c) Lessee shall not

authorize, approve, incur, or permit any change orders, cost overruns, scope increases, budget modifications, or other obligations that

may ever impair Lessee’s ability to timely pay all persons furnishing labor, materials, equipment, financing, protection, repairs,

maintenance or other services with respect to the Property; and (d) Lessee has obtained, or will obtain capital sufficient to satisfy

all obligations relating to the improvements and Lessee shall remain financially capable of satisfying all obligations owed to any contractor,

subcontractor, supplier, materialman, vendor, laborer, consultant, lender, architect, engineer, surveyor and/or other party furnishing

labor, materials, financing, equipment, or services of any kind to and/or for the Property. If at any time Lessor reasonably believes

that Lessee has failed, or may fail, to timely pay any person or entity furnishing labor, materials, equipment, financing, or services

relating to the Property, or if Lessor reasonably believes that Lessee’s financial condition may impair Lessee’s ability

to satisfy its obligations relating to the Property, Lessor may request reasonable evidence of Lessee’s payment history, financial

capacity, and ability to satisfy its present and future obligations. Such information may include, without limitation, financial statements,

bank statements, construction budgets, sources-and-uses statements, lender commitments, construction schedules, draw schedules, lien

waivers, sworn statements, invoices, payment applications, proof of payment, lien releases, contractor and subcontractor payment reports,

and such other documentation as Lessor may reasonably request. Lessee shall provide such documentation within five (5) business days

upon receipt of Lessor’s request. Lessor shall have no duty to review, verify, monitor, or investigate Lessee’s financial

condition, and Lessor’s receipt, review, or failure to request such information shall not waive any right or remedy of Lessor or

create any liability or obligation on the part of Lessor.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(vi)

INDEMNIFICATION. LESSEE SHALL DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO LESSOR), INDEMNIFY, AND HOLD HARMLESS LESSOR, LESSOR’S

LENDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY,

THE “LESSOR INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LIENS, ENCUMBRANCES, LIABILITIES,

DAMAGES, LOSSES, JUDGMENTS, PENALTIES, COSTS, EXPENSES, SETTLEMENTS, DIMINUTION IN VALUE, IMPAIRMENT OF TITLE, DELAYS, AND ATTORNEYS’

FEES, CONSULTANT, EXPERT, AND PROFESSIONAL FEES AND COSTS ARISING OUT OF OR RELATING TO:

(A)

the filing, assertion, perfection, recording, enforcement, attempted enforcement, foreclosure,

or threatened foreclosure of any mechanic’s lien, materialman’s lien, constitutional lien, statutory lien, lis pendens, financing-related

claim, security interest, UCC filing, judgment lien, or other claim or encumbrance arising from or relating to the Property, the INITIAL

IMPROVEMENTS, or any work performed thereon;

(B)

Lessee’s failure, or the failure of any contractor, subcontractor, supplier, laborer,

architect, engineer, consultant, lender, vendor, materialman, or other person or entity claiming by, through, or under Lessee, to timely

pay any obligation relating to the design, permitting, financing, construction, improvement, design and/or services arising from and/or

relating to design and/or construction of improvements to the Property;

(C)

Lessee’s breach of any representation, warranty, covenant, or agreement contained in

this LEASE regarding Lessee’s financial condition, financial capacity, construction funding, maintenance of adequate funding, ability

to satisfy construction costs, ability to satisfy financing obligations, payment of project obligations, or ability to complete the improvements

to the Property free of Claims;

(D)

any cost overrun, budget shortfall, change order, scope increase, financing deficiency, or

other circumstance that impairs or could reasonably be expected to impair Lessee’s ability to timely pay persons or entities furnishing

labor, materials, equipment, financing, design, consulting or other services relating to the improvements to the Property; and

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(E)

any default, alleged default, acceleration, workout demand, foreclosure threat, enforcement

action, or claim asserted by any contractor, subcontractor, architect, engineer, consultant, lender or financing source arising from

design, construction and/or financing obtained by Lessee in connection with the improvements to the Property.

THE

ABOVE DUTY TO DEFEND SHALL ARISE IMMEDIATELY UPON THE ASSERTION OF ANY CLAIM DESCRIBED IN THIS SECTION AND SHALL BE INDEPENDENT OF LESSEE’S

DUTY TO INDEMNIFY.

LESSEE FAILS TO TIMELY DISCHARGE, RELEASE, REMOVE, OR BOND AROUND ANY SUCH CLAIM, LESSOR MAY, WITHOUT FURTHER NOTICE AND WITHOUT ANY

OBLIGATION TO DO SO, PAY, SETTLE, COMPROMISE, DEFEND AGAINST, DISCHARGE, RELEASE, OR BOND AROUND SUCH CLAIM ON LESSEE’S BEHALF,

AND LESSEE SHALL IMMEDIATELY REIMBURSE LESSOR FOR ALL SUMS PAID OR INCURRED IN CONNECTION THEREWITH, INCLUDING ALL ATTORNEYS’ FEES,

CONSULTANT FEES, EXPERT FEES, TITLE COMPANY CHARGES, BOND PREMIUMS, COURT COSTS, SETTLEMENT AMOUNTS, FINANCING COSTS, CARRYING COSTS,

AND ALL OTHER RELATED EXPENSES, TOGETHER WITH INTEREST AT THE MAXIMUM RATE PERMITTED BY TEXAS LAW FROM THE DATE INCURRED UNTIL PAID IN

FULL.

ANY

ACTION TAKEN BY LESSOR UNDER THIS SECTION SHALL NOT CONSTITUTE AN ADMISSION REGARDING THE VALIDITY OF ANY CLAIM AND SHALL NOT WAIVE OR

IMPAIR ANY RIGHT OR REMEDY OF LESSOR AGAINST LESSEE. THE RIGHTS AND REMEDIES PROVIDED IN THIS SECTION ARE CUMULATIVE AND IN ADDITION

TO ALL OTHER RIGHTS AND REMEDIES AVAILABLE AT LAW, IN EQUITY, OR UNDER THIS AGREEMENT.

(b)

Alterations after Construction of Initial Improvements. During the Lease Term, Lessee shall have the right, subject to this Section,

to alter the Vertical Improvements. Any alteration to the exterior, structural, plumbing or electrical elements of any Vertical Improvement,

or any alteration to the Property individually costing $150,000 or more, shall require the prior written consent of Lessor, which consent

shall not be unreasonably withheld, conditioned or delayed. Lessee may undertake nonstructural alterations to the Vertical Improvements,

and alterations to the Property individually costing less than $75,000, without Lessor’s prior written consent. Lessor may consider

environmental sustainability matters when providing consent to any alterations. If Lessor’s consent is required hereunder and Lessor

consents to the making of any such alterations, the same shall be made by Lessee at Lessee’s sole expense by a licensed contractor

and according to plans and specifications approved by Lessor and subject to such other conditions as Lessor shall reasonably require.

Any work at any time commenced by Lessee on the Property shall be prosecuted diligently to completion, shall be of good workmanship and

materials and shall comply fully with all the terms of this Lease and all Legal Requirements. Upon completion of any alterations individually

costing $75,000 or more, Lessee shall promptly provide Lessor with evidence of full payment to all laborers and materialmen contributing

to the alterations. Additionally, upon completion of any such alterations, Lessee shall promptly provide Lessor with (a) an architect’s

certificate certifying the alterations to have been completed in conformity with the plans and specifications (if the alterations are

of such a nature as would require the issuance of such a certificate from the architect); (b) a certificate of occupancy (if the alterations

are of such a nature as would require the issuance of a certificate of occupancy); and (c) any other documents or information reasonably

requested by Lessor. Lessee shall keep the Property free from any liens arising out of any work performed on, or materials furnished

to, the Property. Lessee shall execute and file or record, as appropriate, a “Notice of Non-Responsibility,” or any equivalent

notice permitted under applicable Law in the state where the Property is located which provides that Lessor is not responsible for the

payment of any costs or expenses relating to the additions or alterations. Any addition or alteration to the Vertical Improvements shall

remain part of the Vertical Improvements and subject to Lessee’s fee simple ownership thereof during the Lease Term and to the

provisions of Section 3.07 regarding conveyance upon expiration or termination.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

7.03. Encumbrances.

(a)

Lessor Easements. During the Lease Term, Lessor shall have the right to grant easements on, over, under and above the Property

without the prior consent of Lessee, provided that such easements will not materially interfere with Lessee’s use of the Property

or the operation of any Vertical Improvements.

(b)

Permitted Lessee Utility Easements. Notwithstanding anything to the contrary in this Lease, Lessee shall have the right,

without Lessor’s prior consent but upon not less than fifteen (15) days’ prior written notice to Lessor (or such shorter

period as is reasonably necessary in exigent circumstances), to grant utility easements for the installation, maintenance, repair, replacement

and operation of electric, gas, water, sewer, stormwater, telecommunications, fiber optic and other utility services to or serving the

Property, subject to the conditions set forth in Section 7.03(c).

(c)

Conditions on Permitted Lessee Utility Easements. Any utility easement granted by Lessee under Section 7.03(b) shall be

subject to the following conditions:

(i)

the easement shall be reasonably necessary for the development, construction, operation, or use of the Property;

(ii)

the easement shall not materially impair the value, marketability, financeability or future use of the Property or materially interfere

with Lessor’s rights under this Lease;

(iii)

the easement shall not impose any material obligation or cost upon Lessor;

(iv)

the easement shall not adversely affect any approved financing, leasehold financing, collateral assignment or security arrangement then

in place;

(v)

the easement shall not conflict with the City Development Agreement, the Recognition Agreement or the Initial Improvements Plans and

Specifications;

(vi)

the easement shall not impair Lessor’s title insurance coverage, violate or conflict with any Mortgage, interfere with Lessor’s

rights or remedies, or affect the classification of any Horizontal Improvement or Vertical Improvement under this Lease;

(vii)

the easement shall by its terms terminate upon the expiration or earlier termination of this Lease unless Lessor consents in writing

to the easement surviving the Lease Term;

(viii)

Lessee shall promptly provide Lessor with a copy of any recorded easement and, upon request, copies of any unrecorded easement or related

agreement; and

(ix)

Lessee shall comply with and perform all obligations of the grantor under the easement.

(d)

Other Lessee Easements. For any easement not permitted under Section 7.03(b), Lessee shall not grant any easement or other

encumbrance on, over, under, or above the Property without the prior written consent of Lessor, which consent shall not be unreasonably

withheld, conditioned, or delayed. Lessor shall use commercially reasonable efforts to respond to any request for consent within fifteen

(15) Business Days after receipt of Lessee’s written request, together with a copy of the proposed easement and such additional

information concerning the proposed easement as Lessor may reasonably request. Lessor’s failure to respond within such period shall

not constitute or be deemed consent to the proposed easement.

(e)

Lessee Compliance with Encumbrances. Lessee shall comply with and perform all obligations of Lessor under all easements,

declarations, covenants, restrictions and other items of record now or hereafter encumbering the Property; provided, however, that Lessee

shall have no obligation to perform under any easements granted by Lessor without the prior written consent of Lessee, such consent not

to be unreasonably withheld, conditioned or delayed if such easements impose material obligations or costs on Lessee beyond those contemplated

by this Lease.

ARTICLE

VIII

Use of the Property; Compliance

Section

8.01. Use. During the Lease Term, the Property shall be used solely for the operation of a Permitted Facility. Except during periods

when the Property is untenantable due to Casualty or Condemnation (and provided that Lessee continues to strictly comply with the other

terms and conditions of this Lease), Lessee shall at all times during the Lease Term diligently operate its business on the Property.

In the event that Lessee shall change the use of the Property or the concept or brand operated on the Property, only as may be expressly

permitted herein or consented to by Lessor in writing, Lessee shall provide Lessor with written notice of any such change and a copy

of the franchise agreement(s) related to such new concept or brand, if any.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

8.02. COMPLIANCE. LESSEE’S USE AND OCCUPATION OF THE PROPERTY, AND THE CONDITION THEREOF, SHALL, AT LESSEE’S SOLE COST AND

EXPENSE, COMPLY FULLY WITH ALL LEGAL REQUIREMENTS AND ALL RESTRICTIONS, COVENANTS AND ENCUMBRANCES OF RECORD, AND ANY OWNER OBLIGATIONS

UNDER SUCH LEGAL REQUIREMENTS, OR RESTRICTIONS, COVENANTS AND ENCUMBRANCES OF RECORD, WITH RESPECT TO THE PROPERTY, IN EITHER EVENT,

THE FAILURE WITH WHICH TO COMPLY COULD HAVE A MATERIAL ADVERSE EFFECT. WITHOUT IN ANY WAY LIMITING THE FOREGOING PROVISIONS, LESSEE SHALL

COMPLY WITH ALL LEGAL REQUIREMENTS RELATING TO ANTI-TERRORISM, TRADE EMBARGOS, ECONOMIC SANCTIONS, ANTI-MONEY LAUNDERING LAWS, AND THE

AMERICANS WITH DISABILITIES ACT OF 1990, AS SUCH ACT MAY BE AMENDED FROM TIME TO TIME, AND ALL REGULATIONS PROMULGATED THEREUNDER, AS

IT AFFECTS THE PROPERTY NOW OR HEREAFTER IN EFFECT. LESSEE SHALL OBTAIN, MAINTAIN AND COMPLY WITH ALL REQUIRED LICENSES AND PERMITS,

BOTH GOVERNMENTAL AND PRIVATE, TO USE AND OPERATE THE PROPERTY AS A PERMITTED FACILITY. UPON LESSOR’S WRITTEN REQUEST FROM TIME

TO TIME DURING THE LEASE TERM, LESSEE SHALL CERTIFY IN WRITING TO LESSOR THAT LESSEE’S REPRESENTATIONS, WARRANTIES AND OBLIGATIONS

UNDER SECTION 5.05 AND THIS SECTION 8.02 REMAIN TRUE AND CORRECT AND HAVE NOT BEEN BREACHED. LESSEE SHALL IMMEDIATELY NOTIFY LESSOR IN

WRITING IF ANY OF SUCH REPRESENTATIONS, WARRANTIES OR COVENANTS ARE NO LONGER TRUE OR HAVE BEEN BREACHED OR IF LESSEE HAS A REASONABLE

BASIS TO BELIEVE THAT THEY MAY NO LONGER BE TRUE OR HAVE BEEN BREACHED. IN CONNECTION WITH SUCH AN EVENT, LESSEE SHALL COMPLY WITH ALL

LEGAL REQUIREMENTS AND DIRECTIVES OF GOVERNMENTAL AUTHORITIES AND, AT LESSOR’S REQUEST, PROVIDE TO LESSOR COPIES OF ALL NOTICES,

REPORTS AND OTHER COMMUNICATIONS EXCHANGED WITH, OR RECEIVED FROM, GOVERNMENTAL AUTHORITIES RELATING TO SUCH AN EVENT. LESSEE SHALL ALSO

REIMBURSE LESSOR FOR ALL COSTS INCURRED BY LESSOR IN EVALUATING THE EFFECT OF SUCH AN EVENT ON THE PROPERTY AND THIS LEASE, IN OBTAINING

ANY NECESSARY LICENSE FROM GOVERNMENTAL AUTHORITIES AS MAY BE NECESSARY FOR LESSOR TO ENFORCE ITS RIGHTS UNDER THE TRANSACTION DOCUMENTS,

AND IN COMPLYING WITH ALL LEGAL REQUIREMENTS APPLICABLE TO LESSOR AS THE RESULT OF THE EXISTENCE OF SUCH AN EVENT AND FOR ANY PENALTIES

OR FINES IMPOSED UPON LESSOR AS A RESULT THEREOF. LESSEE WILL USE ITS BEST EFFORTS TO PREVENT ANY ACT OR CONDITION TO EXIST ON OR ABOUT

THE PROPERTY WHICH WILL MATERIALLY INCREASE ANY INSURANCE RATE THEREON, EXCEPT WHEN SUCH ACTS ARE REQUIRED IN THE NORMAL COURSE OF ITS

BUSINESS AND LESSEE SHALL PAY FOR SUCH INCREASE. LESSEE AGREES THAT IT WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES

FROM AND AGAINST ANY AND ALL LOSSES CAUSED BY, INCURRED OR RESULTING FROM LESSEE’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER

THIS SECTION.

Section

8.03. Environmental.

(a)

Covenants.

(i)

Lessee covenants to Lessor during the Lease Term, subject to the limitations of subsection (ii) below, as follows:

(A)

All uses and operations on or of the Property, whether by Lessee or any other Person, shall be in compliance with all Environmental Laws

and permits issued pursuant thereto.

(B)

There shall be no Releases in, on, under or from the Property, except in Permitted Amounts.

(C)

There shall be no Hazardous Materials or Regulated Substances in, on or under the Property, except in Permitted Amounts. Above and below

ground storage tanks shall be properly permitted and only used as permitted.

(D)

Lessee shall keep the Property or cause the Property to be kept free and clear of all Environmental Liens, whether due to any act or

omission of Lessee or any other Person.

(E)

Lessee shall not act or fail to act or allow any other tenant, occupant, guest, customer or other user of the Property to act or fail

to act in any way that (1) materially increases a risk to human health or the environment, (2) poses an unreasonable or unacceptable

risk of harm to any Person or the environment (whether on or off the Property), (3) has a Material Adverse Effect, (4) is contrary to

any material requirement set forth in the insurance policies maintained by Lessee or Lessor , (5) constitutes a public or private nuisance

or constitutes waste, (6) violates any covenant, condition, agreement or easement applicable to the Property, or (7) would result in

any reopening or reconsideration of any prior investigation or causes a new investigation by a Governmental Authority having jurisdiction

over the Property. Notwithstanding the foregoing, nothing herein shall be construed as a prohibition or restriction on the burning of

propane, natural gas or other permitted fuels in connection with operation of the fire pit suites to be constructed as part of the Improvements

to the extent such use complies with all applicable laws.

(F)

Lessee shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to this Section 8.03, including

but not limited to providing all relevant information and making knowledgeable persons available for interviews.

(ii)

Notwithstanding any provision of this Lease to the contrary, an Event of Default shall not be deemed to have occurred as a result of

the failure of Lessee to satisfy any one or more of the covenants set forth in subsections (A) through (E) above provided that Lessee

shall be in compliance with the requirements of any Governmental Authority with respect to the Remediation of any Release at the Property.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(b)

Notification Requirements. Lessee shall immediately notify Lessor in writing upon Lessee obtaining actual knowledge of

(i) any Releases or Threatened Releases in, on, under or from the Property other than in Permitted Amounts, or migrating towards the

Property; (ii) any non-compliance with any Environmental Laws related in any way to the Property; (iii) any actual or potential Environmental

Lien or activity use limitation; (iv) any required or proposed Remediation of environmental conditions relating to the Property required

by applicable Governmental Authorities; and (v) any written notice or other communication of which Lessee becomes aware from any source

whatsoever (including but not limited to a Governmental Authority) relating in any way to Hazardous Materials, Regulated Substances or

above or below ground storage tanks, or Remediation thereof at or on the Property, other than in Permitted Amounts, possible liability

of any Person relating to the Property pursuant to any Environmental Law, other environmental conditions in connection with the Property,

or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section. Lessee shall,

upon Lessor’s written request, deliver to Lessor a certificate stating that Lessee is and has been in full compliance with all

of the environmental representations, warranties and covenants in this Lease.

(c)

Remediation. Lessee shall, at its sole cost and expense, and without limiting any other provision of this Lease, effectuate

any Remediation required by any Governmental Authority of any condition (including, but not limited to, a Release or Threatened Release)

in, on, under or from the Property and take any other reasonable action deemed necessary by any Governmental Authority for protection

of human health or the environment. Should Lessee fail to undertake any required Remediation in accordance with the preceding sentence,

Lessor, after written notice to Lessee and Lessee’s failure to immediately undertake such Remediation, shall be permitted to complete

such Remediation, and all Costs incurred in connection therewith shall be paid by Lessee. Any Cost so paid by Lessor, together with interest

at the Default Rate, shall be deemed to be Additional Rental hereunder and shall be immediately due from Lessee to Lessor.

(d)

Indemnification. LESSEE SHALL, AT ITS SOLE COST AND EXPENSE, PROTECT, DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS EACH

OF THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES, INCLUDING, BUT NOT LIMITED TO, ALL COSTS OF REMEDIATION (WHETHER OR NOT

PERFORMED VOLUNTARILY), ARISING OUT OF OR IN ANY WAY RELATING TO ANY ENVIRONMENTAL LAWS, HAZARDOUS MATERIALS, REGULATED SUBSTANCES, ABOVE

OR BELOW GROUND STORAGE TANKS, OR OTHER ENVIRONMENTAL MATTERS CONCERNING THE PROPERTY. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT LESSEE’S

OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE FOR ANY REASON.

(e)

Right of Entry. In the event that Lessor has a reasonable basis to believe that a Release or a violation of any Environmental

Law has occurred, Lessor and any other Person designated by Lessor, including but not limited to any receiver, any representative of

a Governmental Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Property

at all reasonable times to assess any and all aspects of the environmental condition of the Property and its use, including but not limited

to conducting any environmental assessment or audit (the scope of which shall be determined in Lessor’s sole and absolute discretion)

and taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing. Lessee shall

cooperate with and provide access to Lessor and any other Person designated by Lessor. Any such assessment or investigation shall be

at Lessee’s sole cost and expense.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(f)

Survival. The obligations of Lessee and the rights and remedies of Lessor under this Section 8.03 shall survive the termination,

expiration and/or release of this Lease.

Section

8.04. Intentionally Deleted.

ARTICLE

additional COVENANTS

Section

9.01. Performance at Lessee’s Expense. Lessee acknowledges and confirms that Lessor may impose reasonable administrative, processing

or servicing fees, and collect its reasonable attorneys’ fees, costs and expenses in connection with (a) any extension, renewal,

modification, amendment and termination of this Lease requested by Lessee; (b) any release or substitution of Property requested by Lessee;

(c) the procurement of consents, waivers and approvals with respect to the Property or any matter related to this Lease requested by

Lessee; (d) the review of any assignment or sublease or proposed assignment or sublease or the preparation or review of any subordination

or non-disturbance agreement requested by Lessee; (e) the collection, maintenance and/or disbursement of reserves created under this

Lease or the other Transaction Documents (following an Event of Default); and (f) inspections required to make certain determinations

under this Lease or the other Transaction Documents following Lessor’s reasonable belief of a breach under this Lease or any other

Transaction Documents.

Section

9.02. Inspection. Lessor and its authorized representatives shall have the right, at all reasonable times and upon giving reasonable

prior notice (except in the event of an emergency, in which case no prior notice shall be required), to enter the Property or any part

thereof and inspect the same. Lessee hereby waives any claim for damages for any injury or inconvenience to or interference with Lessee’s

business, any loss of occupancy or quiet enjoyment of the Property and any other loss occasioned by such entry, but, subject to Section

10.01, excluding damages arising as a result of the gross negligence or willful misconduct of Lessor.

Section

9.03. Financial Information.

(a)

Financial Statements. To the extent that the following information is not publicly available, within forty five (45) days

after the end of each fiscal quarter and within one hundred twenty (120) days after the end of each fiscal year of Lessee and Lessee

Reporting Entities, Lessee shall deliver to Lessor (i) complete financial statements for Lessee and Lessee Reporting Entities, including

a balance sheet, profit and loss statement, statement of stockholders’ equity and statement of cash flows and all other related

schedules for the fiscal period then ended, such statements to detail separately interest expense, income taxes, non-cash expenses, non-recurring

expenses, operating lease expense and current portion of long-term debt – capital leases; (ii) income statements for the business

at the Property beginning with the first quarter following the Property being open for business; and (iii) the supplemental financial

information set forth on Schedule 9.03. All such financial statements shall be prepared in accordance with GAAP and shall be certified

to be accurate and complete by an officer or director of each Lessee Reporting Entity. In the event that Lessee’s business at the

Property is ordinarily consolidated with other business for financial statements purposes, a separate profit and loss statement shall

be provided showing separately the sales, profits and losses pertaining to the Property with interest expense, income taxes, non-cash

expenses, non-recurring expenses and operating lease expense (rent), with the basis for allocation of overhead or other charges being

clearly set forth in accordance with Schedule 9.03. The financial statements delivered to Lessor need not be audited, but Lessee shall

deliver to Lessor copies of any audited financial statements of the Lessee Reporting Entities which may be prepared, as soon as they

are available.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(b)

Other Information. Notwithstanding any provision contained herein, upon request at any time, Lessee will provide to Lessor,

at no additional cost or expense to Lessee, any and all financial information and/or financial statements of Lessee Reporting Entities

(and in the form or forms) as reasonably requested by Lessor including, but not limited to, as requested by Lessor in connection with

Lessor’s filings with or disclosures to the Securities and Exchange Commission or other Governmental Authority.

(c)

Credit Review. Lessee acknowledges that Lessor is authorized, no more than once in any twelve (12) month period, to obtain

a credit report (if applicable) on any individual principal of Lessee Entity.

Section

9.04. OFAC Laws. Upon receipt of notice or upon actual knowledge thereof, Lessee shall immediately notify Lessor in writing if any

Person owning (directly or indirectly) any interest in any of the Lessee Entities, or any director, officer, shareholder, member, manager

or partner of any of such holders is a Person whose property or interests are subject to being blocked under any of the OFAC Laws, or

is otherwise in violation of any of the OFAC Laws, or is under investigation by any Governmental Authority for, or has been charged with,

or convicted of, drug trafficking, terrorist-related activities or any violation of the Anti-Money Laundering Laws, has been assessed

civil penalties under these or related Laws, or has had funds seized or forfeited in an action under these or related Laws; provided,

however, that the covenant in this Section 9.04 shall not apply to any Person to the extent such Person’s interest is in or

through a U.S. Publicly Traded Entity.

Section

9.05. Estoppel Certificate. At any time, and from time to time, Lessee shall, promptly and in no event later than ten (10) days after

a request from Lessor or any Lender or mortgagee of Lessor, execute, acknowledge and deliver to Lessor or such Lender or mortgagee, as

the case may be, a certificate in the form supplied by Lessor, certifying: (a) that Lessee has accepted the Property; (b) that this Lease

is in full force and effect and has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in

full force and effect, the certificate shall so specify the reasons therefor; (c) the commencement and expiration dates of the Lease

Term; (d) the date to which the Rentals have been paid under this Lease and the amount thereof then payable; (e) whether there are then

any existing defaults by Lessor in the performance of its obligations under this Lease, and, if there are any such defaults, specifying

the nature and extent thereof; (f) that no notice has been received by Lessee of any default under this Lease which has not been cured,

except as to defaults specified in the certificate; (g) the capacity of the Person executing such certificate, and that such Person is

duly authorized to execute the same on behalf of Lessee; (h) that neither Lessor nor any Lender or mortgagee has actual involvement in

the management or control of decision making related to the operational aspects or the day-to-day operation of the Property, including

any handling or disposal of Hazardous Materials or Regulated Substances; and (i) any other information reasonably requested by Lessor

or any Lender or mortgagee, as the case may be. If Lessee shall fail or refuse to sign a certificate in accordance with the provisions

of this Section within ten (10) days following a request by Lessor, Lessee irrevocably constitutes and appoints Lessor as its attorney-in-fact

to execute and deliver the certificate to any such third party, it being stipulated that such power of attorney is coupled with an interest

and is irrevocable and binding.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

9.06. City Development Agreement; Recognition Agreement; Grants; Incentives; Operations Lease. Lessee shall, and shall cause each

applicable Affiliate of Lessee to, (i) pay and promptly perform and observe all of the covenants and agreements required to be performed

or observed by Lessee or such Affiliate under the City Development Agreement, the Recognition Agreement, the Operations Lease, any Operator

Agreement, any booking agreement, any agreement relating to a grant or incentive payable under the City Development Agreement, and any

collateral assignment or other security document approved by Lessor relating to the Tenant Interest or the Project (collectively, the

“Project Agreements”), and do all things necessary to preserve and keep unimpaired its rights and remedies under the

Project Agreements; (ii) promptly notify Lessor in writing of any default, alleged default or potential default under any Project Agreement

and provide Lessor with copies of any notices delivered or received in connection therewith; (iii) promptly deliver to Lessor a copy

of each notice received relating to any grant, contribution, reimbursement, rebate or other incentive paid or payable pursuant to the

City Development Agreement; (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be

performed or observed by any counterparty to a Project Agreement; (v) allow, and does hereby allow, Lessor the right (but Lessor shall

be under no obligation) to pay any sums and perform any act or take any action as may be appropriate to cause all the terms, covenants

and conditions of any Project Agreements required to be performed or observed by Lessee or any Affiliate of Lessee to be promptly performed

or observed on behalf of Lessee or such Affiliate, to the end that the rights of Lessee and its Affiliates in, to and under the Project

Agreements shall be kept unimpaired and free from default; (vi) obtain from time to time from the counterparties to the Project Agreements

such certificates of estoppel, confirmations, consents and other instruments concerning compliance with the Project Agreements as Lessor

may reasonably request; and (vii) promptly notify Lessor in writing and provide Lessor with copies of any notice of violation of any

Law or other notice from any Governmental Authority relating to the Property, the Horizontal Improvements, the Vertical Improvements,

the operation of the Project, any Project Agreement or any grant or incentive relating to the Project.

Lessee

shall not, and shall not permit any Affiliate of Lessee to, without Lessor’s prior written consent, (a) surrender, terminate, cancel

or rescind any Project Agreement; (b) modify, change, supplement, alter or amend any material term of any Project Agreement; (c) waive

or release any material right or remedy under any Project Agreement; or (d) assign, pledge, mortgage or otherwise encumber any material

right under a Project Agreement, including any right to receive a grant, contribution, reimbursement, rebate or other incentive; provided,

however, that Lessor’s consent shall not be required for an amendment or modification that is both immaterial and administrative

in nature and does not adversely affect Lessor, the Property, the Horizontal Improvements, the Vertical Improvements, the Tenant Interest,

the operation or value of the Project, any grant or incentive, or any right or remedy of Lessor.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Without

limiting the foregoing, Lessee shall not enter into or amend, or permit any enforcement action under, any collateral assignment or other

security arrangement affecting the Tenant Interest unless such arrangement provides that Lessee’s leasehold estate under this Lease

and Lessee’s ownership interest in the Vertical Improvements are appurtenant to and inseparable from one another and may not be

separately conveyed, assigned, transferred, pledged, mortgaged, encumbered, foreclosed upon or otherwise disposed of. Any permitted foreclosure,

deed in lieu of foreclosure, assignment in lieu of foreclosure or other enforcement action affecting either component of the Tenant Interest

shall simultaneously affect both components and transfer both components to the same transferee, subject in all respects to Lessor’s

rights and approval requirements under this Lease and the Recognition Agreement.

Nothing

contained in this Section or elsewhere in this Lease shall cause Lessor to assume, or be deemed to have assumed, any development, design,

construction, completion, operation, maintenance, funding, reporting, repayment, reimbursement, recapture, indemnification or other obligation

of Lessee, any Affiliate of Lessee or any other Person under a Project Agreement, except to the extent Lessor expressly assumes a specifically

identified obligation in a written instrument executed by Lessor.

Any

grant, contribution, reimbursement, rebate, incentive or similar payment payable to “Owner” or any similar term under the

City Development Agreement or any other Project Agreement (each, an “Incentive Payment”), including without limitation

any ad valorem property tax rebate, sales and use tax rebate, ticket fee payment, parking incentive payment, infrastructure reimbursement

or other economic development incentive described in Article IX of the City Development Agreement, is intended to benefit Lessee and

shall be for the account of Lessee. If Lessor receives any Incentive Payment that is payable to or for the benefit of Lessee (including

by reason of Lessor’s fee ownership of the Property or any portion thereof), Lessor shall promptly remit such Incentive Payment

to Lessee, without deduction, offset or withholding of any kind. Lessor shall reasonably cooperate with Lessee in connection with Lessee’s

efforts to receive any Incentive Payment directly from the applicable City Party, including executing any documents, instruments or authorizations

reasonably required to ensure that Incentive Payments are paid directly to Lessee. Lessor shall have no right, title or interest in or

to any Incentive Payment except as provided in the Recognition Agreement or a separate written agreement between Lessor and the applicable

City Party, in either case exercisable following an Event of Default by Lessee under this Lease. Notwithstanding anything in this Lease

to the contrary, any Incentive Payment received by Lessor shall not constitute Rental, Additional Rental or any other Monetary Obligation

owed by Lessee to Lessor, and Lessee shall have no obligation to pay, credit, assign or transfer any Incentive Payment to Lessor.

Section

9.07. Lessee Execution of Certain Agreements. Without Lessor’s prior written consent, which consent may be granted or withheld

in Lessor’s sole and absolute discretion, Lessee shall not execute any agreement that grants an ownership interest in, leasehold

interest in, or a lien on Lessor’s fee interest in the Property or the Horizontal Improvements, including, without limitation,

billboard and cellular tower leases; provided, however, that this Section 9.07 shall not prohibit Lessee from (a) entering into

agreements to monetize the garage, (b) granting a Leasehold Mortgage to a Recognized Mortgagee as permitted under Section 13.07, or (c)

granting a security interest in Lessee’s Personalty or equipment to an equipment lender as permitted under Section 13.08. Any agreement

permitted under this Section shall be entered into on commercially reasonable terms, shall remain subordinate to this Lease, each Leasehold

Mortgage (to the extent applicable to such agreement), the Recognition Agreement and the City Development Agreement, shall not create

any lien upon or encumbrance against Lessor’s fee estate in the Property or the Horizontal Improvements, and shall terminate upon

the expiration or earlier termination of this Lease unless Lessor elects in writing to recognize or assume such agreement. No such agreement

shall create any direct contractual relationship with, or impose any monetary, maintenance, operational, indemnification or other obligation

or liability upon, Lessor unless expressly assumed by Lessor in writing.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

9.08. Commercial Property Assessed Clean Energy Financing. Except in connection with Lessee’s exercise of the purchase option

pursuant to the C-PACE Option Date as set forth in Exhibit E, Lessee shall not obtain, and shall not permit to be obtained for the Property

or any of the improvements constructed thereon, any Commercial Property Assessed Clean Energy Financing without Lessor’s prior

written consent, which consent may be granted or withheld in Lessor’s sole and absolute discretion.

ARTICLE

RELEASE AND Indemnification

Section

10.01. Release and Indemnification. AS PERMITTED BY LAW AND TO THE FULLEST EXTENT ENFORCEABLE, LESSEE AGREES TO USE AND OCCUPY THE PROPERTY

AT ITS OWN RISK AND HEREBY RELEASES LESSOR AND LESSOR’S AGENTS AND EMPLOYEES FROM ALL CLAIMS FOR ANY DAMAGE OR INJURY TO THE FULL

EXTENT PERMITTED BY LAW. LESSEE AGREES THAT LESSOR SHALL NOT BE RESPONSIBLE OR LIABLE TO LESSEE OR LESSEE’S EMPLOYEES, AGENTS,

CUSTOMERS, LICENSEES OR INVITEES FOR BODILY INJURY, PERSONAL INJURY OR PROPERTY DAMAGE OCCASIONED BY THE ACTS OR OMISSIONS OF LESSEE,

ANY OTHER LESSEE, LICENSEE, INVITEE OR ANY OTHER PERSON WHATSOEVER (INCLUDING, BUT NOT LIMITED TO THEIR RESPECTIVE EMPLOYEES, OWNERS,

OFFICERS, AGENTS, AFFILIATES, PARENTS AND SUBSIDIARIES). LESSEE AGREES THAT ANY EMPLOYEE OR AGENT TO WHOM THE PROPERTY OR ANY PART THEREOF

SHALL BE ENTRUSTED BY OR ON BEHALF OF LESSEE SHALL BE ACTING AS LESSEE’S AGENT WITH RESPECT TO THE PROPERTY OR ANY PART THEREOF,

AND NEITHER LESSOR NOR LESSOR’S AGENTS, EMPLOYEES OR CONTRACTORS SHALL BE LIABLE FOR ANY LOSS OF OR DAMAGE TO THE PROPERTY OR ANY

PART THEREOF. LESSEE SHALL INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS EACH OF THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL

LOSSES (EXCLUDING LOSSES SUFFERED BY AN INDEMNIFIED PARTY ARISING OUT OF THE WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY) CAUSED BY,

INCURRED OR RESULTING FROM LESSEE’S OPERATIONS OR BY LESSEE’S USE AND OCCUPANCY OF THE PROPERTY, WHETHER RELATING TO ITS

ORIGINAL DESIGN OR CONSTRUCTION, LATENT DEFECTS, ALTERATION, MAINTENANCE, USE BY LESSEE OR ANY PERSON THEREON, SUPERVISION OR OTHERWISE,

OR FROM ANY BREACH OF, DEFAULT UNDER, OR FAILURE TO PERFORM, ANY TERM OR PROVISION OF THIS LEASE BY LESSEE, ITS OFFICERS, EMPLOYEES,

AGENTS OR OTHER PERSONS, OR FOR ANY MATTER ARISING UNDER THE CITY DEVELOPMENT AGREEMENT OR OPERATIONS LEASE. IT IS EXPRESSLY UNDERSTOOD

AND AGREED THAT LESSEE’S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE FOR ANY

REASON WHATSOEVER.

IS THE EXPRESS INTENT OF THE PARTIES THAT EVERY INDEMNITY, DEFENSE, REIMBURSEMENT, AND HOLD HARMLESS OBLIGATION CONTAINED IN THIS AGREEMENT

BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY TEXAS LAW. TO THE EXTENT ANY PROVISION IS DETERMINED TO EXCEED THE SCOPE PERMITTED UNDER

APPLICABLE LAW, SUCH PROVISION SHALL NOT BE VOID IN ITS ENTIRETY BUT SHALL AUTOMATICALLY BE REFORMED AND CONSTRUED SO AS TO PROVIDE THE

BROADEST PROTECTION, INDEMNIFICATION, REIMBURSEMENT, AND ALLOCATION OF RISK PERMITTED BY APPLICABLE LAW. THE PARTIES EXPRESSLY REQUEST

THAT ANY COURT CONSTRUING THIS AGREEMENT REFORM ANY OVERBROAD PROVISION RATHER THAN INVALIDATE IT AND ENFORCE SUCH PROVISION AS REFORMED

TO THE MAXIMUM EXTENT ALLOWED BY LAW.

WITHOUT

LIMITING THE FOREGOING, LESSEE SHALL INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS EACH OF THE INDEMNIFIED PARTIES FROM AND AGAINST ALL

LOSSES ARISING UNDER OR RELATING TO ANY OF THE PROJECT AGREEMENTS, EXCEPT TO THE EXTENT ARISING FROM AN OBLIGATION EXPRESSLY ASSUMED

BY LESSOR IN A WRITTEN INSTRUMENT EXECUTED BY LESSOR.

WITHOUT

LIMITING THE FOREGOING, IF ANY INDEMNITY OBLIGATION CONTAINED IN THIS AGREEMENT IS FOUND TO IMPLICATE OR BE SUBJECT TO CHAPTER 151 OF

THE TEXAS INSURANCE CODE, SUCH OBLIGATION SHALL BE AUTOMATICALLY CONSTRUED, LIMITED, AND REFORMED TO THE MAXIMUM EXTENT PERMITTED THEREUNDER

RATHER THAN DECLARED VOID.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

ARTICLE

Condemnation and Casualty

Section

11.01. Notification. Lessee shall promptly give Lessor written notice of (a) any Condemnation of the Property, (b) the commencement

of any proceedings or negotiations which might result in a Condemnation of the Property, and (c) any Casualty to the Property or any

part thereof. Such notice shall provide a general description of the nature and extent of such Condemnation, proceedings, negotiations

or Casualty, and shall include copies of any documents or notices received in connection therewith. Thereafter, Lessee shall promptly

send Lessor copies of all notices, correspondence and pleadings relating to any such Condemnation, proceedings, negotiations or Casualty.

Section

11.02. Total Condemnation. In the event of a Condemnation of all or substantially all of the Property, and if as a result of such

Condemnation: (i) access to the Property to and from the publicly dedicated roads adjacent to the Property as of the Effective Date is

permanently and materially impaired such that Lessee no longer has access to such dedicated road; (ii) there is insufficient parking

to operate the Property as a Permitted Facility under applicable Laws; or (iii) the Condemnation includes a portion of the building such

that the remaining portion is unsuitable for use as a Permitted Facility, as determined by Lessee in the exercise of good faith business

judgment (and Lessee provides to Lessor an officer’s certificate executed by an officer of Lessee certifying to the same) (each

such event, a “Total Condemnation”), then, in such event:

(a)

Termination of Lease. On the date of the Total Condemnation, all obligations of either party hereunder shall cease; provided,

however, that Lessee’s obligations to the Indemnified Parties under any indemnification provisions of this Lease and Lessee’s

obligation to pay Rental and all other Monetary Obligations (whether payable to Lessor or a third party) accruing under this Lease prior

to the date of termination shall survive such termination. If the date of such Total Condemnation is other than the first day of a month,

the Base Monthly Rental for the month in which such Total Condemnation occurs shall be apportioned based on the date of the Total Condemnation.

(b)

Net Award. Subject to Section 11.07 below, Lessor shall be entitled to receive the portion of the Net Award attributable

to Lessor’s fee estate in the Land, the Horizontal Improvements and Lessor’s reversionary interest, without deduction for

any estate vested in Lessee by this Lease. The portion of the Net Award attributable to the Tenant Interest (as defined in the Recognition

Agreement) shall be governed by the Recognition Agreement and the applicable City Collateral Documents, but only for so long as MEDC’s

lien on the Tenant Interest remains in effect and has not been terminated or released pursuant to the Recognition Agreement; provided

that no right of MEDC or any City Party shall attach to or impair the portion of the Net Award attributable to Lessor’s fee estate

in the Land, the Horizontal Improvements or Lessor’s reversionary interest.

Section

11.03. Partial Condemnation or Casualty. In the event of a Condemnation which is not a Total Condemnation (each such event, a “Partial

Condemnation”), or in the event of a Casualty:

(a)

Net Awards. All Net Awards shall be paid to Lessor for application in accordance with this Article XI; provided, however,

that the rights of MEDC and the City Parties shall apply solely to the portion of any Net Award attributable to the Tenant Interest (as

defined in the Recognition Agreement), only for so long as MEDC’s lien on the Tenant Interest remains in effect and has not been

terminated or released pursuant to the Recognition Agreement, and only to the extent expressly provided in the Recognition Agreement

and the applicable City Collateral Documents. No consent of MEDC or any City Party shall be required with respect to the application,

retention or disbursement of the portion of any Net Award attributable to Lessor’s fee estate in the Land, the Horizontal Improvements

or Lessor’s reversionary interest.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(b)

Continuance of Lease. This Lease shall continue in full force and effect upon the following terms:

(i)

All Rental and other Monetary Obligations due under this Lease shall continue unabated.

(ii)

Lessee shall promptly commence and diligently prosecute restoration of the Property to the same condition, as nearly as practicable,

as prior to the Partial Condemnation or Casualty as approved by Lessor. Subject to the terms and provisions of the Mortgage and upon

the written request of Lessee (accompanied by evidence reasonably satisfactory to Lessor that such amount has been paid or is due and

payable and is properly part of such costs, and that Lessee has complied with the terms of Section 7.02 in connection with the restoration),

Lessor shall promptly make available in installments, subject to reasonable conditions for disbursement imposed by Lessor, an amount

up to but not exceeding the amount of any Net Award received by Lessor with respect to such Partial Condemnation or Casualty. Prior to

the disbursement of any portion of the Net Award with respect to a Casualty, Lessee shall provide evidence reasonably satisfactory to

Lessor of the payment of restoration expenses by Lessee up to the amount of the insurance deductible applicable to such Casualty. Lessor

shall be entitled to keep any portion of the Net Award which may be in excess of the cost of restoration, and Lessee shall bear all additional

Costs of such restoration in excess of the Net Award.

Section

11.04. Temporary Taking. In the event of a Condemnation of all or any part of the Property for a temporary use (a “Temporary

Taking”), this Lease shall remain in full force and effect without any reduction of Base Annual Rental, Additional Rental or

any other Monetary Obligation payable hereunder. Except as provided below, Lessee shall be entitled to the entire Net Award for a Temporary

Taking, unless the period of occupation and use by the condemning authorities shall extend beyond the date of expiration of this Lease,

in which event the Net Award made for such Temporary Taking shall be apportioned between Lessor and Lessee as of the date of such expiration.

At the termination of any such Temporary Taking, Lessee will, at its own cost and expense and pursuant to the provisions of Section 7.02,

promptly commence and complete restoration of the Property.

Section

11.05. Adjustment of Losses. Any loss under any property damage insurance required to be maintained by Lessee shall be adjusted by

Lessor and Lessee. Any Net Award relating to a Total Condemnation or a Partial Condemnation shall be adjusted by Lessor or, at Lessor’s

election, Lessee. Notwithstanding the foregoing or any other provisions of this Section 11.05 to the contrary, if at the time of any

Condemnation or any Casualty or at any time thereafter an Event of Default shall have occurred and be continuing, Lessor is hereby authorized

and empowered but shall not be obligated, in the name and on behalf of Lessee and otherwise, to file and prosecute Lessee’s claim,

if any, for a Net Award on account of such Condemnation or such Casualty and to collect such Net Award and apply the same to the curing

of such Event of Default and any other then existing Event of Default under this Lease and/or to the payment of any amounts owed by Lessee

to Lessor under this Lease, in such order, priority and proportions as Lessor in its discretion shall deem proper; provided, however,

that the rights of MEDC and the City Parties shall apply solely to the portion of any Net Award attributable to the Tenant Interest (as

defined in the Recognition Agreement), only for so long as MEDC’s lien on the Tenant Interest remains in effect and has not been

terminated or released pursuant to the Recognition Agreement, and only to the extent expressly provided in the Recognition Agreement

and the applicable City Collateral Documents; and provided further that no consent of MEDC or any City Party shall be required for Lessor

to apply or retain the portion of any Net Award attributable to Lessor’s fee estate in the Land, the Horizontal Improvements or

Lessor’s reversionary interest.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

11.06. Lessee Obligation in Event of Casualty. During all periods of time following a Casualty, Lessee shall take reasonable steps

to ensure that the Property is secure and does not pose any risk of harm to any adjoining property and Persons (including owners or occupants

of such adjoining property).

Section

11.07. Lessee Awards and Payments. Notwithstanding any provision contained in this Article XI, Lessee shall be entitled to claim

and receive any award or payment from the condemning authority expressly granted for the taking of any personal property owned by Lessee,

any insurance proceeds with respect to any personal property owned by Lessee, the interruption of its business and moving expenses (subject,

however, to the provisions of Section 6.03(a)(v) above), but only if such claim or award does not adversely affect or interfere with

the prosecution of Lessor’s claim for the Condemnation or Casualty, or otherwise reduce the amount recoverable by Lessor for the

Condemnation or Casualty.

ARTICLE

XII

Default, Conditional Limitations,

Remedies and Measure of Damages

Section

12.01. Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event

of Default”):

(a)

if any representation or warranty of Lessee set forth in this Lease is false in any material respect when made, or if Lessee renders

any materially false statement or account when made;

(b)

if any Rental or other Monetary Obligation due under this Lease is not paid within three (3) days after the date when due; provided,

however, that Lessee shall be entitled to such three (3)-day cure period no more than two (2) times in any calendar year, and any subsequent

failure to pay any Rental or other Monetary Obligation when due during such calendar year shall constitute an Event of Default without

any cure period; provided further, however, any delay in the payment of Rental as a result of a technical error in the wiring and/or

automated clearinghouse process shall not constitute an Event of Default hereunder so long as the same is corrected within one (1) Business

Day of the date Lessee receives notice thereof;

(c)

if Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the

imposition of a lien against the Property;

(d)

if Lessee vacates or abandons the Property;

(e)

if there is an Insolvency Event affecting Lessee or the Guarantor;

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(f)

if Lessee fails to observe or perform any of the other covenants, conditions or obligations of Lessee in this Lease; provided, however,

if any such failure does not involve the payment of any Monetary Obligation, is not willful or intentional, does not place the Property

or any rights or property of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure, all as determined

by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly

provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of thirty (30) days shall have elapsed,

during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred

hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such thirty

(30)-day period, as determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then

Lessee shall have a reasonable period to cure such failure beyond such thirty (30)-day period, which shall in no event exceed ninety

(90) days after receiving notice of such failure from Lessor. If Lessee shall fail to correct or cure such failure within such ninety

(90)-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required;

(g)

if a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect, and is not discharged or

provision made for such discharge within ninety (90) days from the date of entry thereof;

(h)

if Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;

(i)

if the estate or interest of Lessee in the Property shall be levied upon or attached in any proceeding and such estate or interest is

about to be sold or transferred or such process shall not be vacated or discharged within ninety (90) days after it is made;

(j)

if there is an “Event of Default” or other breach or default by Lessee or Guarantor under any of the other Transaction Documents

or any Other Agreement between Lessor and Lessee or their respective Affiliates, after the passage of all applicable notice and cure

or grace periods; provided, however, in the event that this Lease has been the subject of a Securitization and any Other Agreement

has not been the subject of the same Securitization or any series relating to such Securitization, an “Event of Default”

under such Other Agreement shall not constitute an Event of Default under this Lease;

(k)

if Lessee or any other party causes an “Owner Default” (as defined in the City Development Agreement) to occur under the

City Development Agreement; provided that, with respect to the Owner Default to which the Guarantor Cure Period (as defined in the City

Development Agreement) applies, Lessor shall forbear from delivering the notice commencing the Standstill Period with respect to the

corresponding Event of Default under this clause (k) during such Guarantor Cure Period, and such Event of Default shall be deemed cured

upon timely satisfaction of the Owner Default;

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(l)

if a “Default” (as defined in the Operations Lease) occurs under the Operations Lease.

Notwithstanding

anything herein to the contrary, the rights of the City Parties and MEDC with respect to notices, cure rights, standstill rights and

enforcement of remedies shall be governed exclusively by the Recognition Agreement. The foregoing limitation on Lessor’s rights

with respect to City Parties and MEDC applies equally to the exercise of all remedies set forth in Section 12.02, and no remedy under

Section 12.01, including without limitation termination of this Lease, re-entry, receiver appointment, or acceleration of rent, may be

exercised against the Tenant Interest or the Vertical Improvements unless and until all applicable notice, cure, standstill, and approval

conditions under the Recognition Agreement have been fully satisfied.

Section

12.02. Remedies. Upon the occurrence of an Event of Default, with or without notice or demand, except as otherwise expressly provided

herein or such other notice as may be required by statute and cannot be waived by Lessee, and subject to Sections 4.09 and 4.10, Lessor

shall be entitled to exercise, at its option, concurrently, successively, or in any combination, all remedies available at Law or in

equity, including, without limitation, any one or more of the following; provided, however, that with respect to any failure to pay Rental

or any other Monetary Obligation, Lessor shall not exercise any remedy under this Lease or the Guaranty before the Payment Default Date,

and Lessor shall not exercise any remedy under the Guaranty except as permitted by Section 4.10(h), and, during any applicable Guarantor

Cure Period, Lessor shall not exercise any remedy solely with respect to an Event of Default under Section 12.01(k) arising from the

applicable Owner Default while the Lessor forbearance described herein remains in effect; provided that nothing herein shall limit Lessor’s

rights or remedies with respect to any other Event of Default under this Lease:

(a)

to terminate this Lease, whereupon Lessee’s right to possession of the Property shall cease and this Lease, except as to Lessee’s

liability, shall be terminated;

(b)

to the extent not prohibited by applicable Law, to (i) re-enter and take possession of the Property (or any part thereof), any or all

Personalty of Lessee upon the Property and, to the extent permissible, permits and other rights or privileges of Lessee pertaining to

the use and operation of the Property, and (ii) expel Lessee and those claiming under or through Lessee, without being deemed guilty

in any manner of trespass or becoming liable for any loss or damage resulting therefrom, without resort to legal or judicial process,

procedure or action. No notice from Lessor hereunder or under a forcible entry and detainer statute or similar Law shall constitute an

election by Lessor to terminate this Lease unless such notice specifically so states. If Lessee shall, after default, voluntarily give

up possession of the Property to Lessor, deliver to Lessor or its agents the keys to the Property, or both, such actions shall be deemed

to be in compliance with Lessor’s rights and the acceptance thereof by Lessor or its agents shall not be deemed to constitute a

termination of the Lease. Lessor reserves the right following any re-entry and/or reletting to exercise its right to terminate this Lease

by giving Lessee written notice thereof, in which event this Lease will terminate;

(c)

to bring an action against Lessee for any damages sustained by Lessor or any equitable relief available to Lessor;

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(d)

to relet the Property or any part thereof for such term or terms (including a term which extends beyond the original Lease Term), at

such rentals and upon such other terms as Lessor, in its sole discretion, may determine, with all proceeds received from such reletting

being applied to the Rental and other Monetary Obligations due from Lessee in such order as Lessor may, in its sole discretion, determine,

which other Monetary Obligations include, without limitation, all repossession costs, brokerage commissions, attorneys’ fees and

expenses, alteration, remodeling and repair costs and expenses of preparing for such reletting. Except to the extent required by applicable

Law, Lessor shall have no obligation to relet the Property or any part thereof and shall in no event be liable for refusal or failure

to relet the Property or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon

such reletting, and no such refusal or failure shall operate to relieve Lessee of any liability under this Lease or otherwise to affect

any such liability. Lessor reserves the right following any re-entry and/or reletting to exercise its right to terminate this Lease by

giving Lessee written notice thereof, in which event this Lease will terminate as specified in said notice;

(e)

except to the extent prohibited by applicable Law, to accelerate and recover from Lessee all Rental and other Monetary Obligations due

and owing and scheduled to become due and owing under this Lease both before and after the date of such breach for the entire original

scheduled Lease Term;

(f)

to recover from Lessee all Costs paid or incurred by Lessor as a result of such breach, regardless of whether or not legal proceedings

are actually commenced;

(g)

to immediately or at any time thereafter, and with or without notice, at Lessor’s sole option but without any obligation to do

so, correct such breach or default and charge Lessee all Costs incurred by Lessor therein. Any sum or sums so paid by Lessor, together

with interest at the Default Rate, shall be deemed to be Additional Rental hereunder and shall be immediately due from Lessee to Lessor.

Any such acts by Lessor in correcting Lessee’s breaches or defaults hereunder shall not be deemed to cure said breaches or defaults

or constitute any waiver of Lessor’s right to exercise any or all remedies set forth herein;

(h)

to immediately or at any time thereafter, and with or without notice, except as required herein, set off any money of Lessee held by

Lessor under this Lease or any other Transaction Document or any Other Agreement against any sum owing by Lessee hereunder;

(i)

Without limiting the generality of the foregoing or limiting in any way the rights of Lessor under this Lease or otherwise under applicable

Laws, at any time after the occurrence, and during the continuance, of an Event of Default, Lessor shall be entitled to apply for and

have a receiver appointed under applicable Law by a court of competent jurisdiction in any action taken by Lessor to enforce its rights

and remedies hereunder in order to protect and preserve Lessor’s interest under this Lease or in the Property and the Personalty,

; provided, however, that prior to filing any application for appointment of a receiver Lessor shall deliver written notice to MEDC at

the notice address provided for in the Recognition Agreement, and MEDC shall have the opportunity to exercise its step-in rights under

the Recognition Agreement, before Lessor files any such receiver application, and in connection therewith, LESSEE HEREBY IRREVOCABLY

CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE, AND DURING THE

CONTINUANCE, OF AN EVENT OF DEFAULT; and/or

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(j)

to seek any equitable relief available to Lessor, including, without limitation, the right of specific performance.

Section

12.03. Cumulative Remedies. All powers and remedies given by Section 12.02 to Lessor, subject to applicable Law, shall be cumulative

and not exclusive of one another or of any other right or remedy or of any other powers and remedies available to Lessor under this Lease,

by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements of Lessee contained in

this Lease, and no delay or omission of Lessor to exercise any right or power accruing upon the occurrence of any Event of Default shall

impair any other or subsequent Event of Default or impair any rights or remedies consequent thereto. Every power and remedy given by

this Section or by Law to Lessor may be exercised from time to time, and as often as may be deemed expedient, by Lessor, subject at all

times to Lessor’s right in its sole judgment to discontinue any work commenced by Lessor or change any course of action undertaken

by Lessor.

Section

12.04. Lessee Waiver. Lessee hereby expressly waives, for itself and all Persons claiming by, through and under Lessee, including

creditors of all kinds, (a) any right and privilege which Lessee has under any present or future Legal Requirements to redeem the Property

or to have a continuance of this Lease for the Lease Term after termination of Lessee’s right of occupancy by order or judgment

of any court or by any legal process or writ, or under the terms of this Lease; (b) the benefits of any present or future Legal Requirement

that exempts property from liability for debt or for distress for rent; (c) any present or future Legal Requirement relating to notice

or delay in levy of execution in case of eviction of a tenant for nonpayment of rent; and (d) any benefits and lien rights which may

arise pursuant to any present or future Legal Requirement.

ARTICLE

XIII

Mortgage, Subordination and Attornment

Section

13.01. No Liens on Lessor’s Fee Interest. Lessor’s fee interest in the Property shall not be subordinate to any liens

or encumbrances placed upon the Property by or resulting from any act of Lessee, and nothing herein contained shall be construed to require

such subordination by Lessor. NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE,

DEED OF TRUST, DEED TO SECURE DEBT, SECURITY INTEREST OR ENCUMBRANCE OF ANY KIND UPON LESSOR’S FEE INTEREST IN THE PROPERTY OR

THE HORIZONTAL IMPROVEMENTS, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. Notwithstanding the foregoing, Lessee shall have the right

to encumber the Tenant Interest, consisting collectively of Lessee’s leasehold interest under this Lease and Lessee’s ownership

interest in the Vertical Improvements, but only as a single integrated interest and as expressly permitted under Section 13.07

below.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

13.02. Subordination. This Lease shall be subordinate to the lien of any Mortgage now or hereafter placed upon the Property by Lessor;

provided, however, that such subordination shall not be effective unless and until the holder of such Mortgage delivers to Lessee a Subordination,

Non-Disturbance and Attornment Agreement (“SNDA”) in a commercially reasonable form, which SNDA shall provide that

(a) so long as no Event of Default has occurred and is continuing, Lessee’s possession and rights under this Lease (including Lessee’s

ownership of the Vertical Improvements) shall not be disturbed by reason of any foreclosure or other enforcement of such Mortgage, and

(b) upon foreclosure or transfer in lieu thereof, the successor to Lessor’s interest shall recognize this Lease and Lessee’s

rights hereunder, including without limitation Lessee’s ownership of the Vertical Improvements and the purchase option set forth

in Exhibit E. Lessee shall execute and deliver any SNDA that complies with the foregoing requirements within fifteen (15) days following

Lessor’s request.

Section

13.03. Attornment. In the event any purchaser or assignee of any Lender at a foreclosure sale acquires title to the Property, or

in the event that any Lender or any purchaser or assignee otherwise succeeds to the rights of Lessor as landlord under this Lease, Lessee

shall attorn to Lender or such purchaser or assignee, as the case may be (a “Successor Lessor”), and recognize the

Successor Lessor as lessor under this Lease, and, subject to the provisions of this Article XIII, this Lease shall continue in full force

and effect as a direct lease between the Successor Lessor and Lessee, provided that the Successor Lessor shall only be liable for any

obligations of Lessor under this Lease which accrue after the date that such Successor Lessor acquires title. The foregoing provision

shall be self-operative and effective without the execution of any further instruments.

Section

13.04. Execution of Additional Documents. Although the provisions in this Article XIII shall be self-operative and no future instrument

of subordination shall be required, upon request by Lessor, Lessee shall execute and deliver such additional reasonable instruments as

may be reasonably required for such purposes.

Section

13.05. Notice to Lender. Lessee shall give written notice to any Lender having a recorded lien upon the Property or any part thereof

of which Lessee has been notified of any breach or default by Lessor of any of its obligations under this Lease and give such Lender

at least sixty (60) days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any

remedy with respect thereto.

Section

13.06. Waiver of Landlord’s Lien; Lessee’s Personal Property. Lessor agrees that none of the property, including food,

supplies, merchandise, inventory, furniture, trade fixtures, machinery, equipment, cash, or any proceeds from such property (but excluding

any property owned by Lessor, any property constituting or incorporated into the Land, Horizontal Improvements or Vertical Improvements,

and any property subject to Lessor’s reversionary interest under this Lease), that is located upon the Property, whether owned

by Lessee or third parties, is subject to a contractual landlord’s lien or any other liens created in favor of Lessor pursuant

to Law for the collection of Rental. All property subject to the foregoing waiver shall remain under the possession and control of Lessee

during the Lease Term and may be removed by Lessee from time to time during the Lease Term and, subject to Sections 3.04 and 3.06, following

the expiration or earlier termination of this Lease; provided that no removal may materially damage the Property, interfere with the

operation of the Property as a Permitted Facility, or create or exacerbate an emergency or condition posing an imminent threat to life

safety. Upon Lessee’s request, Lessor shall use commercially reasonable efforts to execute and deliver a commercially reasonable

instrument evidencing the foregoing waiver to a bank, other lending institution or third party, provided that such instrument is in form

and substance reasonably acceptable to Lessor and any applicable Lender and does not expand the scope of the waiver set forth in this

Section. For the avoidance of doubt, the inclusion of any item within the definition of Personalty shall not cause such item to be subject

to the waiver set forth in this Section if such item is otherwise within an express exclusion from such waiver.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

13.07. Leasehold Mortgages. Notwithstanding anything to the contrary in this Lease except for Section 9.08, Lessee shall have the

right, without Lessor’s consent but upon not less than thirty (30) days’ prior written notice to Lessor, to mortgage, pledge

or otherwise encumber the Tenant Interest to a Recognized Mortgagee pursuant to a mortgage, deed of trust or other security instrument

encumbering the Tenant Interest (a “Leasehold Mortgage”), subject to the conditions set forth in this Section. The

Tenant Interest shall constitute a single integrated property interest consisting of both Lessee’s leasehold estate under this

Lease and Lessee’s fee simple ownership interest in the Vertical Improvements. Each Leasehold Mortgage shall at all times encumber

both components of the Tenant Interest, and neither component may be separately mortgaged, pledged, encumbered, foreclosed upon, assigned

in lieu of foreclosure, transferred through enforcement or otherwise disposed of apart from the other. Any foreclosure, deed or assignment

in lieu of foreclosure, transfer through enforcement or other exercise of remedies affecting either component of the Tenant Interest

shall simultaneously affect both components and transfer both components to the same transferee.

(a)

No Leasehold Mortgage shall extend to or encumber Lessor’s fee interest in the Property or the Horizontal Improvements.

(b)

The holder of any Leasehold Mortgage (a “Recognized Mortgagee”) shall be an institutional lender, including without

limitation any bank, savings and loan association, insurance company, pension fund, or other institutional investor, or a C-PACE lender

specifically approved in writing by Lessor pursuant to Section 9.08.

(c)

Any Recognized Mortgagee, as a condition to acquiring the Tenant Interest through foreclosure or a deed or assignment in lieu of foreclosure,

shall assume in writing all of Lessee’s obligations under this Lease arising from and after such acquisition.

(d)

Lessor shall deliver to each Recognized Mortgagee that has been identified to Lessor in a written notice delivered by Lessee pursuant

to this Section 13.07 a copy of any notice of default delivered to Lessee. A Recognized Mortgagee shall have thirty (30) days after receipt

of such notice to cure a monetary default and sixty (60) days after receipt of such notice to cure a nonmonetary default; provided, however,

that no additional cure period shall apply to any default arising from (i) an Insolvency Event; (ii) an unauthorized transfer or encumbrance;

(iii) the loss or lapse of required insurance, unless such loss or lapse is capable of being cured by the payment of premiums or the

procurement of replacement coverage and the Recognized Mortgagee cures such default within thirty (30) days after receipt of Lessor’s

notice; (iv) a lien, encumbrance or other threat against Lessor’s fee estate; (v) an emergency or condition posing an imminent

threat to life safety; (vi) abandonment of the Property; (vii) a default that is not susceptible to cure by payment or performance; or

(viii) a default under the City Development Agreement, Recognition Agreement, Operations Lease or Operator Agreement requiring action

before expiration of the otherwise applicable cure period.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Upon

the expiration or earlier termination of this Lease (other than pursuant to a closing under Exhibit E), any Leasehold Mortgage and any

lien, security interest, deed of trust, collateral assignment or other encumbrance affecting the Tenant Interest shall automatically

cease to attach to the Vertical Improvements upon conveyance of the Vertical Improvements to Lessor pursuant to Section 3.07. Lessee

and each Recognized Mortgagee shall promptly execute, deliver and record such releases, partial releases, lien waivers, termination statements,

assignments, satisfactions and other instruments as Lessor may reasonably request in order to evidence the termination and release of

any such encumbrance from the Vertical Improvements and to provide Lessor with clear and marketable title thereto. This obligation shall

survive expiration or termination of this Lease.

Notwithstanding

any provision hereof to the contrary, in the event of any inconsistency between the terms of this Section 13.07 and the terms of Section

9.08, the terms of Section 9.08 shall control with respect to such inconsistency. Notwithstanding the foregoing, any transfer of the

Tenant Interest pursuant to the Lease Assignment in Lieu (as defined in the Recognition Agreement) shall be deemed a permitted transfer

hereunder, provided that the transferee assumes all obligations required under the Recognition Agreement and this Lease.

Section

13.08. Subordination of Landlord’s Lien to Equipment Financing. Lessee may obtain equipment financing without Lessor’s

approval. Upon Lessee’s request, Lessor shall use commercially reasonable efforts to execute and deliver a commercially reasonable

landlord’s waiver, consent and subordination agreement in favor of the applicable equipment lender, provided that such agreement

is in form and substance reasonably acceptable to Lessor and any applicable Lender. No such agreement shall apply to (a) the Land or

Horizontal Improvements; (b) structural components, building systems, replacements or fixtures constituting part of the Horizontal Improvements;

(c) property owned by Lessor or subject to Lessor’s reversionary interest; (d) property subject to the Recognition Agreement, any

approved collateral assignment, MEDC collateral rights or another approved security arrangement; or (e) any property whose removal could

materially damage the Property, materially impair the operation of the Property as a Permitted Facility or create or exacerbate an emergency

or condition posing an imminent threat to life safety. The equipment lender shall remove its collateral within thirty (30) days after

the expiration or earlier termination of this Lease or such longer period as Lessor may reasonably approve, repair all damage resulting

from such removal, and restore the affected portions of the Property to substantially the condition existing immediately before such

removal. After expiration of the removal period, Lessor may remove, store, retain or dispose of the remaining collateral without liability,

subject to applicable Law. Any such agreement shall remain subordinate to any Mortgage. Lessee shall reimburse Lessor for its reasonable

out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred in reviewing and executing any such agreement.

ARTICLE

XIV

Assignment

Section

14.01. Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by

this Lease (the “Transaction”) and the other Transaction Documents, Lessee hereby agrees that Lessor may, from time

to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements

in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other

Laws: (a) the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of the Property, this

Lease or any other Transaction Document, Lessor’s right, title and interest in this Lease or any other Transaction Document, the

servicing rights with respect to any of the foregoing, or participations in any of the foregoing; or (b) a Securitization and related

transactions. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign

this Lease or any interest herein to another Person in order to maintain Lessor’s or any of its Affiliates’ status as a REIT.

In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long

as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in

writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute

such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided

that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date

of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations

or liabilities accrued prior to such assignment or sale.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

14.02. Assignment by Lessee.

(a)

Permitted Transfers. Notwithstanding anything to the contrary in this Lease, Lessee may, without Lessor’s consent

but upon not less than thirty (30) days’ prior written notice to Lessor, assign this Lease or any interest herein to:

(i)

any Affiliate of Lessee that remains controlled by Venu Holding Corporation within the meaning of the definition of Affiliate, provided

that Lessee and each Guarantor remain liable for all obligations under this Lease and the Guaranty; or

(ii)

any Recognized Mortgagee that acquires the Tenant Interest through foreclosure or acceptance of a deed or assignment in lieu of foreclosure

of a Leasehold Mortgage, or any designee, nominee or purchaser at a foreclosure sale, in each case approved in writing by Lessor, which

approval shall not be unreasonably withheld, conditioned or delayed.

Any

permitted transfer shall simultaneously transfer to the same transferee both Lessee’s leasehold estate under this Lease and Lessee’s

ownership interest in the Vertical Improvements, and no permitted transfer may result in the separation of such interests. As conditions

to each permitted transfer under this Section 14.02(a), (A) the transferee shall assume in writing all obligations of Lessee under this

Lease and all applicable obligations relating to the City Development Agreement, Recognition Agreement, Operations Lease, Operator Agreement

and approved operator structure; (B) the transfer shall not impair or release the Guaranty; (C) the approved operator structure shall

remain in place; (D) all approvals required under the City Development Agreement and Recognition Agreement shall have been obtained;

and (E) the transfer shall comply with all applicable requirements of each Lender.

(b)

Other Transfers. For any assignment not permitted under Section 14.02(a), Lessee shall not assign this Lease without the

prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned, or delayed. In determining whether to

grant or withhold consent, Lessor may consider: (i) the proposed assignee’s financial condition, creditworthiness, and net worth;

(ii) the proposed assignee’s experience in owning and operating properties similar to the Property; (iii) the proposed assignee’s

reputation and character; (iv) the proposed assignee’s compliance history; (v) whether the approved operator structure will remain

in place; (vi) whether all approvals required under the City Development Agreement and Recognition Agreement have been or will be obtained

as conditions to the proposed assignment; (vii) whether the proposed assignment satisfies the requirements of each Lender and preserves

the Guaranty or provides replacement guaranty support reasonably acceptable to Lessor; (viii) whether the proposed assignment complies

with the Transaction Documents and Project Agreements; (ix) the effect of the proposed assignment upon Lessor’s fee estate, reversionary

interest and rights and remedies; and (x) whether the proposed assignment would adversely affect Lessor’s status as a REIT. Lessor

shall use commercially reasonable efforts to respond to any request for consent within thirty (30) days after receipt of Lessee’s

written request, provided that such request is accompanied by complete financial and other information reasonably required by Lessor

regarding the proposed assignee and the proposed assignment. Lessor’s failure to respond within such period shall not constitute

or be deemed consent to the proposed assignment.

(c)

Assumption; Release. At the time of any assignment of this Lease (whether or not Lessor’s consent is required), the

assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance

reasonably acceptable to Lessor. Any such assignment shall simultaneously transfer to the assignee Lessee’s ownership interest

in the Vertical Improvements. No assignment shall release Lessee or any Guarantor from any obligation under this Lease or the Guaranty

unless Lessor expressly approves such release in writing. In determining whether to approve a release, Lessor shall act reasonably and

may consider whether (i) Lessor has approved the assignment; (ii) Lessor has determined that the proposed assignee’s financial

condition, creditworthiness, liquidity, net worth and operating experience are reasonably satisfactory; (iii) Lessor has received replacement

guaranties reasonably acceptable to Lessor; (iv) no Event of Default exists; (v) the Initial Improvements have been completed; (vi) all

construction and lien obligations have been satisfied; (vii) all required City Party and Lender approvals have been obtained; and (viii)

the approved operator structure will remain in place. Lessor shall use commercially reasonable efforts to respond to a request for release

within thirty (30) days after receiving complete information reasonably required to evaluate the proposed assignee, replacement guaranties

and proposed release.

(d)

Prohibited Assignments. Any assignment in violation of this Section 14.02 shall be voidable at the sole option of Lessor.

Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

(e)

Operations Lease. For the avoidance of doubt, the Operations Lease or other agreement for the operation of structures on

the Property that is approved by Lessor shall not constitute an assignment in violation of this Section 14.02. Any Operations Lease or

Operator Agreement shall remain subordinate to this Lease, shall terminate automatically upon the expiration or earlier termination of

this Lease unless Lessor elects otherwise in writing, and shall not impose any monetary, maintenance, operational, indemnification or

other obligation or liability upon Lessor unless expressly assumed by Lessor in writing.

Section

14.03. No Sale of Assets. Without the prior written consent of Lessor, Lessee shall not sell all or substantially all of Lessee’s

assets. Any sale of Lessee’s assets in violation of this Section 14.03 shall be voidable at the sole option of Lessor. Any consent

to a sale of Lessee’s assets given by Lessor hereunder shall not be deemed a consent to any subsequent sale of Lessee’s assets.

Section

14.04. Subletting. Lessee shall not sublet any or all of the Property without the prior written consent of Lessor, such consent not

to be unreasonably withheld, conditioned or delayed and any purported subletting without such consent shall be void; provided, however,

that Lessee may, without Lessor’s consent, enter into subleases, licenses or similar occupancy arrangements with telecommunications,

wireless, cellular or internet service providers for the installation, operation and maintenance of telecommunications or data transmission

equipment at the Property (each, a “Telecommunications Sublease”), so long as such Telecommunications Sublease (i)

is entered into on commercially reasonable terms, (ii) does not grant any ownership interest in, or lien upon or other encumbrance against,

the Property, Lessor’s fee estate, the Land or the Horizontal Improvements, (iii) is subordinate to this Lease and each Mortgage,

(iv) terminates upon the expiration or earlier termination of this Lease unless Lessor elects otherwise in writing, and (v) does not

impose any obligation or liability upon Lessor unless expressly assumed by Lessor in writing. No sublease shall relieve Lessee or any

Guarantor from any obligation under this Lease or the Guaranty, and each sublease shall be subordinate to this Lease and each Mortgage

and shall terminate upon the expiration or earlier termination of this Lease unless Lessor elects otherwise in writing. No sublease shall

grant any ownership interest in, lien upon or other encumbrance against Lessor’s fee estate, the Land or the Horizontal Improvements

or impose any obligation or liability upon Lessor unless expressly assumed by Lessor in writing.

ARTICLE

Notices

Section

15.01. Notices. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments

given pursuant to this Lease shall be in writing and given by any one of the following: (a) hand delivery; (b) express overnight delivery

service; (c) certified or registered mail, return receipt requested; or (d) email transmission, and shall be deemed to have been delivered

upon (i) receipt, if hand delivered; (ii) the next Business Day, if delivered by a reputable express overnight delivery service; (iii)

the third Business Day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered

mail, return receipt requested; or (iv) transmission, if delivered by email transmission. Notices shall be provided to the parties and

addresses (or electronic mail addresses) specified below:

to Lessee:

Sunset

Ground at McKinney LLC

1755

Telstar Drive, Suite 501

Colorado

Springs, CO 80920

Attention:

General Counsel

Email:

***

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

to Lessor:

STORE

Capital Acquisitions, LLC

8377

E. Hartford Drive, Suite 100

Scottsdale,

AZ 85255

Attention:

Asset Management

Email:

customerservice@storecapital.com

With

a copy to:

Womble

Bond Dickinson (US) LLP

201

East Washington Street, Suite 1200

Phoenix,

Arizona 85004

Attention:

John Rawicz, Esq.

Email:

***,

to such other address or such other person as either party may from time to time hereafter specify to the other party in a notice delivered

in the manner provided above.

ARTICLE

XVI

INTENTIONALLY DELETED

ARTICLE

XVII

MISCELLANEOUS

Section

17.01. Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, acts of God, enemy or hostile governmental action,

civil commotion, fire or other casualty beyond the control of the party obligated to perform (each, a “Force Majeure Event”)

shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage, expressly excluding, however,

the obligations imposed upon Lessee with respect to Rental and other Monetary Obligations to be paid hereunder.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

17.02. No Merger. There shall be no merger of this Lease nor of the leasehold estate created by this Lease with the fee estate in

or ownership of the Property by reason of the fact that the same person, corporation, firm or other entity may acquire or hold or own,

directly or indirectly, (a) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in such leasehold

estate, and (b) the fee estate or ownership of the Property or any interest in such fee estate or ownership. No such merger shall occur

unless and until all persons, corporations, firms and other entities having any interest in (i) this Lease or the leasehold estate created

by this Lease, and (ii) the fee estate in or ownership of the Property or any part thereof sought to be merged shall join in a written

instrument effecting such merger and shall duly record the same.

Section

17.03. Interpretation. Lessor and Lessee acknowledge and warrant to each other that each has been represented by independent counsel

and has executed this Lease after being fully advised by said counsel as to its effect and significance. This Lease shall be interpreted

and construed in a fair and impartial manner without regard to such factors as the party which prepared the instrument, the relative

bargaining powers of the parties or the domicile of any party. Whenever in this Lease any words of obligation or duty are used, such

words or expressions shall have the same force and effect as though made in the form of a covenant.

Section

17.04. Characterization. The following expressions of intent, representations, warranties, covenants, agreements, stipulations and

waivers are a material inducement to Lessor entering into this Lease:

(a)

Lessor and Lessee intend that (i) this Lease is a “true lease,” is not a mortgage, equitable mortgage, deed of trust, trust

agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease;

(ii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between

Lessor and Lessee, the Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein,

and none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (de facto

or de jure) between Lessor and Lessee, to make them joint venturers, to make Lessee an agent, legal representative, partner, subsidiary

or employee of Lessor, nor to make Lessor in any way responsible for the debts, obligations or losses of Lessee; and (iii) the Transaction

is a sale leaseback of land for federal, state and local income tax purposes, and no party shall take a position inconsistent with any

of the foregoing on any income tax return.

(b)

Lessee waives any claim or defense based upon the characterization of this Lease as anything other than a true lease of the Property.

Lessee stipulates and agrees (i) not to challenge the validity, enforceability or characterization of the lease of the Property as a

true lease of the Property; and (ii) not to assert or take or omit to take any action inconsistent with the agreements and understandings

set forth in this Section 17.04.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

17.05. Disclosures.

(a)

Securities Act or Exchange Act. The parties agree that, notwithstanding any provision contained in this Lease, any party

(and each employee, representative or other agent of any party) may disclose to any and all persons, without limitation of any kind,

any matter required under the Securities Act or the Exchange Act.

(b)

Lessor Advertising and Related Publications. Lessee hereby consents to the use by Lessor of, and Lessor is hereby

expressly permitted to use, Lessee’s name, trademarks, logos, pictures of stores and signage, and basic Transaction information

(collectively “Lessee’s Information”) solely in connection with Lessor’s sales, advertising, and press

release materials, including on Lessor’s website. Lessee’s consent shall be deemed authorization for the limited use of Lessee’s

Information by Lessor under all applicable copyright and trademark laws.

(c)

Public Disclosures. Except as required by Law, Lessee shall not make any public disclosure, including press releases or

any form of media release, of this Lease or any transactions relating hereto without the prior written consent of Lessor.

Section

17.06. Attorneys’ Fees. In the event of any judicial or other adversarial proceeding concerning this Lease, to the extent permitted

by Law, the prevailing party shall be entitled to recover all of its reasonable attorneys’ fees and other Costs in addition to

any other relief to which it may be entitled. In addition, the prevailing party shall, upon demand, be entitled to all attorneys’

fees and all other Costs incurred in the preparation and service of any notice or demand hereunder, whether or not a legal action is

subsequently commenced.

Section

17.07. Memorandum of Lease. Concurrently with the execution of this Lease, Lessor and Lessee are executing Lessor’s standard

form memorandum of ground lease in recordable form, indicating the names and addresses of Lessor and Lessee, a description of the Property,

the Lease Term, a reference to the existence of the purchase option set forth in Exhibit E (but not the terms of the purchase option),

but omitting Rentals and such other terms of this Lease as Lessor may not desire to disclose to the public. Further, upon Lessor’s

request, Lessee agrees to execute and acknowledge a termination of ground lease and/or quitclaim deed in recordable form to be held by

Lessor until the expiration or sooner termination of the Lease Term; provided, however, if Lessee shall fail or refuse to sign

such a document in accordance with the provisions of this Section within ten (10) days following a request by Lessor, Lessee irrevocably

constitutes and appoints Lessor as its attorney-in-fact to execute and record such document, it being stipulated that such power of attorney

is coupled with an interest and is irrevocable and binding. The Memorandum of Lease shall disclose that Lessee’s leasehold estate

under this Lease and Lessee’s fee simple ownership interest in the Vertical Improvements are appurtenant to and inseparable from

one another and may not be separately conveyed, assigned, transferred, pledged, mortgaged, encumbered, foreclosed upon or otherwise disposed

of. Any permitted transfer, foreclosure, deed or assignment in lieu of foreclosure or other exercise of remedies affecting either interest

shall simultaneously affect both interests and transfer both interests to the same transferee. The Memorandum of Lease shall also disclose

that the Vertical Improvements are subject to Lessee’s obligation to convey the Vertical Improvements to Lessor upon expiration

or termination of this Lease, other than upon a closing under the purchase option set forth in Exhibit E.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

17.08. NO BROKERAGE. LESSOR AND LESSEE REPRESENT AND WARRANT TO EACH OTHER THAT THEY HAVE HAD NO CONVERSATION OR NEGOTIATIONS WITH ANY

BROKER CONCERNING THE LEASING OF THE PROPERTY. EACH OF LESSOR AND LESSEE AGREES TO PROTECT, INDEMNIFY, SAVE AND KEEP HARMLESS THE OTHER,

AGAINST AND FROM ALL LIABILITIES, CLAIMS, LOSSES, COSTS, DAMAGES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF, RESULTING

FROM OR IN CONNECTION WITH THEIR BREACH OF THE FOREGOING WARRANTY AND REPRESENTATION.

Section

17.09. Waiver of Jury Trial and Certain Damages. LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT

EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT

BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS

LEASE, THE RELATIONSHIP OF LESSOR AND LESSEE, LESSEE’S USE OR OCCUPANCY OF THE PROPERTY, AND/OR ANY CLAIM FOR INJURY OR DAMAGE,

OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED

AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE

RIGHT EITHER MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM THE OTHER PARTY AND ANY OF THE AFFILIATES, OFFICERS,

DIRECTORS, MEMBERS, MANAGERS OR EMPLOYEES OF LESSOR OR LESSEE, AS APPLICABLE, OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL

ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION

WITH THIS LEASE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY LESSOR AND LESSEE OF ANY RIGHT EITHER MAY HAVE TO

SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR

BARGAIN.

Section

17.10. Securitizations. As a material inducement to Lessor’s willingness to enter into the Transactions contemplated by this

Lease and the other Transaction Documents, Lessee hereby acknowledges and agrees that Lessor may, from time to time and at any time (a)

advertise, issue press releases, send direct mail or otherwise disclose information regarding the Transaction for marketing purposes;

and (b) (i) act or permit another Person to act as sponsor, settler, transferor or depositor of, or a holder of interests in, one or

more Persons or other arrangements formed pursuant to a trust agreement, indenture, pooling agreement, participation agreement, sale

and servicing agreement, limited liability company agreement, partnership agreement, articles of incorporation or similar agreement or

document; and (ii) permit one or more of such Persons or arrangements to offer and sell stock, certificates, bonds, notes, other evidences

of indebtedness or securities that are directly or indirectly secured, collateralized or otherwise backed by or represent a direct or

indirect interest in whole or in part in any of the assets, rights or properties described in Section 14.01 of this Lease, in one or

more Persons or arrangements holding such assets, rights or properties, or any of them (collectively, the “Securities”),

whether any such Securities are privately or publicly offered and sold, or rated or unrated (any combination of which actions and transactions

described in both clauses (i) and (ii) in this paragraph, whether proposed or completed, are referred to in this Lease as a “Securitization”).

Lessee shall cooperate fully with Lessor and any Affected Party with respect to all reasonable requests and due diligence procedures

and use reasonable efforts to facilitate such Securitization, provided that such cooperation shall be at no additional cost or expense

to Lessee so long as Lessee is not otherwise required to provide such information to Lessor pursuant to the other provisions of this

Lease.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

Section

17.11. State-Specific Provisions. The provisions and/or remedies which are set forth on the attached Exhibit D shall be deemed

a part of and included within the terms and conditions of this Lease.

Section

17.12. Purchase Option. The provisions which are set forth on the attached Exhibit E shall be deemed a part of and included

within the terms and conditions of this Lease.

Section

17.13. Time is of the Essence; Computation. Time is of the essence with respect to each and every provision of this Lease. If any

deadline provided herein falls on a non-Business Day, such deadline shall be extended to the next day that is a Business Day.

Section

17.14. Waiver and Amendment. No provision of this Lease shall be deemed waived or amended except by a written instrument unambiguously

setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought. Waiver

of any matter shall not be deemed a waiver of the same or any other matter on any future occasion. No acceptance by Lessor of an amount

less than the Rental and other Monetary Obligations stipulated to be due under this Lease shall be deemed to be other than a payment

on account of the earliest such Rental or other Monetary Obligations then due or in arrears nor shall any endorsement or statement on

any check or letter accompanying any such payment be deemed a waiver of Lessor’s right to collect any unpaid amounts or an accord

and satisfaction.

Section

17.15. MEDC Consent to Certain Amendments. Notwithstanding any other provision of this Lease, prior to Completion, no amendment,

modification, waiver, termination, surrender, or replacement of this Lease that materially and adversely affects MEDC’s lien, collateral,

notice rights, cure rights, step-in rights or replacement-party rights expressly granted to MEDC under the Development Agreement or the

Recognition Agreement shall be effective without MEDC’s prior written consent, which consent shall not be unreasonably withheld,

conditioned or delayed. Any purported amendment, modification, or termination of this Lease in violation of this Section shall be void

and of no force and effect against MEDC.

Section

17.16. Successors Bound. Except as otherwise specifically provided herein, the terms, covenants and conditions contained in this

Lease shall bind and inure to the benefit of the respective heirs, successors, executors, administrators and assigns of each of the parties

hereto.

Section

17.17. Captions. Captions are used throughout this Lease for convenience of reference only and shall not be considered in any manner

in the construction or interpretation hereof.

Section

17.18. Other Documents. Each of the parties agrees to sign such other and further documents as may be necessary or appropriate to

carry out the intentions expressed in this Lease.

Section

17.19. Entire Agreement. This Lease and any other instruments or agreements referred to herein, constitute the entire agreement between

the parties with respect to the subject matter hereof, and there are no other representations, warranties or agreements except as herein

provided.

Section

17.20. Forum Selection; Jurisdiction; Venue; Choice of Law. For purposes of any action or proceeding arising out of this Lease, the

parties hereto expressly submit to the jurisdiction of all federal and state courts located in the state where the Property is located.

Lessee consents that it may be served with any process or paper by registered mail or by personal service within or without the state

where the Property is located in accordance with applicable Law. Furthermore, Lessee waives and agrees not to assert in any such action,

suit or proceeding that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought

in an inconvenient forum or that venue of the action, suit or proceeding is improper. This Lease shall be governed by, and construed

with, the Laws of the applicable state in which the Property is located, without giving effect to any state’s conflict of Laws

principles.

Section

17.21. Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed an original. Furthermore,

the undersigned agree that transmission of a fully executed copy of this Lease via e-mail in a “.pdf” or other electronic

format shall be deemed transmission of the original Lease for all purposes.

[Remainder

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STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

WITNESS WHEREOF, Lessor and Lessee have entered into this Lease as of the date first above written.

LESSOR:

STORE CAPITAL ACQUISITIONS, LLC,

Delaware limited liability company

By:

/s/

Lori Markson

Printed Name:

Lori

Markson

Title:

Executive

Vice President

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

WITNESS WHEREOF, Lessor and Lessee have entered into this Lease as of the date first above written.

LESSEE:

SUNSET

GROUND AT MCKINNEY LLC, a

Colorado limited liability company

By:

Notes Live Real Estate, LLC

By:

Venu Holding Corporation

By:

/s/ JW Roth

Printed Name:

J.W.

Roth

Title:

Chairman

and CEO

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

EXHIBITS

Exhibit

A: Defined Terms

Exhibit

B: Legal Description and Street Address of the Property

Exhibit

C: Intentionally Omitted

Exhibit

D: State-Specific Provisions

Exhibit

E: Purchase Option

Exhibit

F: Budget

Schedule

9.03 Supplemental Financial Information

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

EXHIBIT

DEFINED TERMS

The

following terms shall have the following meanings for all purposes of this Lease:

“Additional

Rental” has the meaning set forth in Section 4.03.

“Adjustment

Date” has the meaning set forth in Section 1.07.

“Affected

Party” means each direct or indirect participant or investor in a proposed or completed Securitization, including, without

limitation, any prospective owner, any rating agency or any party to any agreement executed in connection with the Securitization.

“Affiliate”

means any Person which directly or indirectly controls, is under common control with or is controlled by any other Person. For purposes

of this definition, “controls,” “under common control with,” and “controlled by” means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through

the ownership of voting securities or otherwise.

“Anti-Money

Laundering Laws” means all applicable Laws, regulations and government guidance on the prevention and detection of money laundering,

including, without limitation, (a) 18 U.S.C. §§ 1956 and 1957; and (b) the Bank Secrecy Act, 31 U.S.C. §§ 5311 et

seq., and its implementing regulations, 31 CFR Part 103.

“Applicable

Requirements” means any and all (i) zoning requirements, (ii) covenants, conditions, restrictions and easements now or hereafter

of record, (iii) association or other rules and regulations, (iv) setback lines, (v) applicable public or private use restrictions, or

(v) other restrictions or regulations, which are applicable to Lessee or to the Property, or to the use, manner of use, occupancy, possession,

improvement, operation, maintenance, alteration, repair or restoration of the Property, even if compliance therewith necessitates structural

changes or improvements or results in interference with the use or enjoyment of the Property.

“Architect’s

Agreement” means the agreement between Lessee and Lessee’s Architect for the performance of architectural services in

connection with the construction of the Improvements pursuant to AIA form B141 or B151, with such changes to such form as Lessor may

reasonably approve (subject to Section 7.02(a)(i)), or pursuant to such other form as Lessor may reasonably approve.

“As-Built

Survey” means an ALTA survey depicting the completed Improvements, which survey shall be prepared and certified in accordance

with Lessor’s Standard Survey Requirements, including, without limitation, the Minimum Standard Detail Requirements and Classifications

for ALTA/NSPS Land Title Surveys, jointly established and adopted by ALTA and NSPS in 2021, as revised from time to time, including such

Table A items as Lessor shall require and depicting the location of all utilities located on or immediately adjacent to the Land.

“Base

Annual Rental” has the meaning set forth in Section 1.05.

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“Base

Monthly Rental” means an amount equal to 1/12 of the applicable Base Annual Rental.

“Budget”

means the detailed budget for the Development Price prepared by Lessee and/or Lessee’s Architect and approved in writing by Lessor,

allocating the Development Price to specific items of Hard Costs, as the same may be amended, modified or supplemented with the consent

of Lessor. The Budget approved by Lessor as of the Effective Date is attached as Exhibit F.

“Business

Day” means a day on which banks located in Scottsdale, Arizona are not required or authorized to remain closed.

“Casualty”

means any loss of or damage to any property included within or related to the Property or arising from an adjoining property caused by

an Act of God, fire, flood or other catastrophe.

“Change

Orders” means any amendments, modifications or supplements to the Contract Documents, accompanied by a certificate of Lessee

outlining the impact of the amendment or modification on the Development Price and the Budget, which amendments or modifications are

subject to the prior approval of Lessor.

“City

Development Agreement” means that certain Amended and Restated Chapter 380, Grant, and Development Agreement dated as of October

19, 2026, by and among the City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation,

and Venu Holding Corporation, as the same may be amended from time to time in accordance with its terms.

“City

Parties” means, collectively, the City of McKinney, Texas, McKinney Economic Development Corporation and McKinney Community

Development Corporation (each, a “City Party”).

“Code”

means the Internal Revenue Code of 1986, as the same may be amended from time to time.

“Condemnation”

means a Taking and/or a Requisition.

“Contract

Documents” means the Architect’s Agreement (including the final drawings, specifications and other agreements and schedules

for the construction of the Initial Improvements prepared by Lessee’s Architect) and the General Contract, together with all amendments

and modifications thereof and supplements thereto made by Change Orders, all of which agreements and items are subject to the approval

of Lessor.

“Costs”

means all reasonable costs and expenses incurred by a Person, including, without limitation, reasonable attorneys’ fees and expenses,

court costs, expert witness fees, costs of tests and analyses, travel and accommodation expenses, deposition and trial transcripts, copies

and other similar costs and fees, brokerage fees, escrow fees, title insurance premiums, appraisal fees, stamp taxes, recording fees

and transfer taxes or fees, as the circumstances require.

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“Default

Rate” means 18% per annum or the highest rate permitted by Law, whichever is less.

“Development

Price” means an amount equal to the sum of (i) the Hard Costs, and (ii) the Soft Costs.

“Effective

Date” has the meaning set forth in the introductory paragraph of this Lease.

“Environmental

Laws” means federal, state and local Laws, ordinances, common law requirements and regulations and standards, rules, policies

and other governmental requirements, administrative rulings and court judgments and decrees having the effect of Law in effect now or

in the future and including all amendments, that relate to Hazardous Materials, Regulated Substances, USTs, and/or the protection of

human health or the environment, or relating to liability for or Costs of Remediation or prevention of Releases, and apply to Lessee

and/or the Property.

“Environmental

Liens” means any liens and other encumbrances imposed pursuant to any Environmental Law.

“Event

of Default” has the meaning set forth in Section 12.01.

“Exchange

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

“Force

Majeure Event” has the meaning set forth in Section 17.01.

“GAAP”

means generally accepted accounting principles, consistently applied from period to period.

“General

Contract” means the construction contract between Lessee and General Contractor for the development of the Property and the

construction of the Initial Improvements, for a stipulated amount or guaranteed maximum price, pursuant to AIA form A101 or A102, with

such changes to such form as Lessor may reasonably approve (subject to Section 7.02(a)(i)), or pursuant to such other form as Lessor

may reasonably approve.

“General

Contractor” means the general contractor named in the General Contract.

“Governmental

Authority” means any governmental authority, agency, department, commission, bureau, board, instrumentality, court or quasi-governmental

authority of the United States, any state or any political subdivision thereof with authority to adopt, modify, amend, interpret, give

effect to or enforce any federal, state and local Laws, statutes, ordinances, rules or regulations, including common law, or to issue

court orders.

“Guarantor”

means, individually and collectively, (i) J.W. Roth, a married man residing in the State of Florida, (ii) Venu Holding Corporation, a

Colorado corporation, or (iii) any additional or replacement guarantor(s) approved by Lessor in its sole and absolute discretion.

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“Guaranty”

means that certain Unconditional Guaranty of Payment and Performance dated as of the date hereof given by each Guarantor for the benefit

of Lessor, as the same may be amended from time to time.

“Hard

Costs” means the total of all costs and expenses, other than the Soft Costs, relating to the construction of the Initial Improvements

as identified in the Budget.

“Hazardous

Materials” means (a) oil, petroleum products, flammable substances, explosives, radioactive materials, hazardous wastes or

substances, toxic wastes or substances or any other materials, contaminants or pollutants, the presence of which causes the Property

to be in violation of any local, state or federal Law or regulation, or Environmental Law, or are defined as or included in the definition

of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,”

“contaminants,” “pollutants,” or words of similar import under any applicable local, state or federal Law or

under the regulations adopted, orders issued, or publications promulgated pursuant thereto, including, but not limited to: (i) the Comprehensive

Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; (ii) the Hazardous Materials

Transportation Act, as amended, 49 U.S.C. § 5101, et seq.; (iii) the Resource Conservation and Recovery Act, as amended, 42 U.S.C.

§ 6901, et seq.; and (iv) regulations adopted and publications promulgated pursuant to the aforesaid Laws; (b) asbestos in any form

which is friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels

of polychlorinated biphenyls in excess of fifty (50) parts per million; (c) per- and poly-fluoroalkyl substances; (d) underground storage

tanks; and (e) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority.

“Indemnified

Parties” means Lessor, its members, managers, officers, directors, shareholders, partners, employees, affiliates, subsidiaries,

successors and assigns, including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial

portion of the assets and business of Lessor.

“Initial

Improvements” means the outdoor amphitheater and attendant facilities, such as the parking garage and other parking, currently

being constructed by Lessee pursuant to the Initial Improvements Plans and Specifications.

“Initial

Improvements Plans and Specifications” means the plans and specifications for the Initial Improvements prepared by BCA-STUDIOS

Architects under that certain construction agreement dated as of March 4, 2025, between Sunset at McKinney, LLC and Crossland Construction

Company, Inc., for the construction of the Initial Improvements as approved by all applicable Governmental Authorities.

“Insolvency

Event” means (a) a Person’s (i) failure to generally pay its debts as such debts become due; (ii) admitting in writing

its inability to pay its debts generally; or (iii) making a general assignment for the benefit of creditors; (b) any proceeding being

instituted by or against any Person (i) seeking to adjudicate it bankrupt or insolvent; (ii) seeking liquidation, dissolution, winding

up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any Law relating to bankruptcy,

insolvency, or reorganization or relief of debtors; or (iii) seeking the entry of an order for relief or the appointment of a receiver,

trustee, or other similar official for it or for any substantial part of its property, and in the case of any such proceeding instituted

against any Person, either such proceeding shall remain undismissed for a period of one hundred twenty (120) days or any of the actions

sought in such proceeding shall occur; or (c) any Person taking any corporate action to authorize any of the actions set forth above

in this definition.

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“Insurance

Premiums” has the meaning in Section 6.04.

“Land”

means that parcel or parcels of real estate legally described on Exhibit B attached hereto.

“Law(s)”

means any constitution, statute, rule of law, code, ordinance, order, judgment, decree, injunction, rule, regulation, policy, requirement

or administrative or judicial determination, even if unforeseen or extraordinary, of every duly constituted Governmental Authority, court

or agency, now or hereafter enacted or in effect.

“Lease

Term” has the meaning described in Section 3.01.

“Legal

Requirements” means the requirements of all present and future Laws (including, without limitation, Environmental Laws and

Laws relating to accessibility to, usability by, and discrimination against, disabled individuals), all judicial and administrative interpretations

thereof, including any judicial order, consent, decree or judgment, and all covenants, restrictions and conditions now or hereafter of

record which may be applicable to Lessee or to the Property, or to the use, manner of use, occupancy, possession, operation, maintenance,

alteration, repair or restoration of the Property, even if compliance therewith necessitates structural changes or improvements or results

in interference with the use or enjoyment of the Property.

“Lender”

means any lender in connection with any loan secured by Lessor’s interest in the Property, and any servicer of any loan secured

by Lessor’s interest in the Property.

“Leasehold

Mortgage” has the meaning set forth in Section 13.07.

“Lessee

Entity” or “Lessee Entities” means individually or collectively, as the context may require, Lessee and

Guarantor, and all Affiliates thereof.

“Lessee

Reporting Entities” means individually or collectively, as the context may require, Lessee and Venu Holding Corporation, a

Colorado corporation. If applicable, Lessor will accept financial statements from the parent entity of Lessee in lieu of financial statements

from Lessee provided that such parent entity is a guarantor of this Lease.

“Lessee’s

Information” has the meaning set forth in Section 17.05(b).

“Lessor

Entity” or “Lessor Entities” means individually or collectively, as the context may require, Lessor and

all Affiliates of Lessor.

“Lessor

Transfer” has the meaning set forth in Section 4.09(e).

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“Losses”

means any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations,

debts, damages, losses, Costs, diminutions in value, fines, penalties, interest, charges, fees, judgments, awards, amounts paid in settlement

and damages of whatever kind or nature, inclusive of bodily injury and property damage to third parties (including, without limitation,

attorneys’ fees and other Costs of defense).

“Material

Adverse Effect” means a material adverse effect on (a) the Property, including, without limitation, the operation of the Property

as a Permitted Facility and/or the value of the Property; (b) the contemplated business, condition, worth or operations of any Lessee

Entity; (c) Lessee’s ability to perform its obligations under this Lease; (d) Lessor’s interests in the Property, this Lease

or the other Transaction Documents; or (e) any Guarantor’s ability to perform its obligations under the Guaranty.

“MEDC”

has the meaning set forth in Section 4.10(c).

“Monetary

Obligations” means all Rental and all other sums payable or reimbursable by Lessee under this Lease to Lessor, to any third

party on behalf of Lessor, or to any Indemnified Party.

“Mortgage”

means, collectively, the mortgages, deeds of trust or deeds to secure debt, assignments of rents and leases, security agreements and

fixture filings executed by Lessor for the benefit of Lender with respect to the Property, as such instruments may be amended, modified,

restated or supplemented from time to time and any and all replacements or substitutions.

“Net

Award” means (a) the entire award payable with respect to the Property by reason of a Condemnation whether pursuant to a judgment

or by agreement or otherwise; or (b) the entire proceeds of any insurance required under Section 6.03 payable with respect to the Property,

as the case may be, and in either case, less any Costs incurred by Lessor in collecting such award or proceeds.

“OFAC

Laws” means Executive Order 13224 issued by the President of the United States, and all regulations promulgated thereunder,

including, without limitation, the Terrorism Sanctions Regulations (31 CFR Part 595), the Terrorism List Governments Sanctions Regulations

(31 CFR Part 596), the Foreign Terrorist Organizations Sanctions Regulations (31 CFR Part 597), and the Cuban Assets Control Regulations

(31 CFR Part 515), and all other present and future federal, state and local Laws, ordinances, regulations, policies, lists (including,

without limitation, the Specially Designated Nationals and Blocked Persons List) and any other requirements of any Governmental Authority

(including without limitation, the U.S. Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting

to eliminate, terrorist acts and acts of war, each as supplemented, amended or modified from time to time after the Effective Date, and

the present and future rules, regulations and guidance documents promulgated under any of the foregoing, or under similar Laws, ordinances,

regulations, policies or requirements of other states or localities.

“Operator

Agreement” means the Operations Lease or another operations lease, sublease, management agreement, or other operating arrangement

approved by Lessor and the applicable City Parties pursuant to which the approved operator operates or manages the Project, as the same

may be amended from time to time with Lessor’s prior written consent.

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“Operations

Lease” means that certain Amended and Restated Operations Sublease Agreement dated as of October 19, 2026 by and between Sunset

Operations at McKinney, LLC, a Colorado limited liability company, as “Lessee”, and Sunset at McKinney, LLC, a Colorado limited

liability company, as “Lessor”.

“Other

Agreements” means, collectively, all agreements and instruments now or hereafter entered into between, among or by (a) any

of the Lessee Entities; and, or for the benefit of, (b) any of the Lessor Entities, including, without limitation, leases, promissory

notes and guaranties, but excluding this Lease and all other Transaction Documents.

“Partial

Condemnation” has the meaning set forth in Section 11.03.

“Payment

Default Date” has the meaning set forth in Section 4.09(d).

“Permitted

Amounts” shall mean, with respect to any given level of Hazardous Materials or Regulated Substances, that level or quantity

of Hazardous Materials or Regulated Substances in any form or combination of forms which does not constitute a violation of any Environmental

Laws and is customarily employed in, or associated with, similar businesses located in the state where the Property is located.

“Permitted

Facility” means an outdoor amphitheater and attendant facilities, all related purposes such as ingress, egress and parking,

and uses incidental thereto.

“Person”

means any individual, partnership, corporation, limited liability company, trust, unincorporated organization, Governmental Authority

or any other form of entity.

“Personalty”

means any and all “goods” (excluding “inventory,” and including, without limitation, all “equipment,”

“fixtures,” appliances and furniture (as “goods,” “inventory,” “equipment” and “fixtures”

are defined in the applicable Uniform Commercial Code then in effect in the applicable jurisdiction)) from time to time situated on or

used in connection with the Property, whether now owned or held or hereafter arising or acquired, together with all replacements and

substitutions therefore and all cash and non-cash proceeds (including insurance proceeds and any title and UCC insurance proceeds) and

products thereof, and, in the case of tangible collateral, together with all additions, attachments, accessions, parts, equipment and

repairs now or hereafter attached or affixed thereto or used in connection therewith.

“Prepaid

Rent” has the meaning set forth in Section 4.09(a).

“Prepaid

Rent Period” has the meaning set forth in Section 4.09(a).

“Project

Agreements” has the meaning set forth in Section 9.06.

“Property”

has the meaning set forth in Section 1.01.

“Real

Estate Taxes” has the meaning set forth in Section 6.04.

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“Recognition

Agreement” means that certain Consent, Recognition, Subordination, Nondisturbance, and Development Agreement Protection Agreement

entered into as of October 19, 2026, by and among the City of McKinney, Texas, a Texas home rule municipal corporation, McKinney Economic

Development Corporation, a Texas nonprofit development corporation, McKinney Community Development Corporation, a Texas nonprofit development

corporation, Venu Holding Corporation, successor-by-name-change to Notes Live, Inc., a Colorado corporation, Sunset Operations at McKinney,

LLC, a Colorado limited liability company, Lessee, and Lessor, as the same may be amended from time to time in accordance with its terms.

“Recognized

Mortgagee” has the meaning set forth in Section 13.07.

“Regulated

Substances” means “petroleum” and “petroleum-based substances” or any similar terms described or defined

in any of the Environmental Laws and any applicable federal, state, county or local Laws applicable to or regulating USTs.

“REIT”

means a real estate investment trust as defined under Section 856 of the Code.

“Release”

means any presence, release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying,

escaping, dumping, disposing or other movement of Hazardous Materials or Regulated Substances into the environment.

“Remediation”

means any response, remedial, removal, or corrective action, any activity to cleanup, detoxify, decontaminate, contain or otherwise remediate

any Hazardous Materials, Regulated Substances or USTs, any actions to prevent, cure or mitigate any Release, any action to comply with

any Environmental Laws or with any permits issued pursuant thereto, any inspection, investigation, study, monitoring, assessment, audit,

sampling and testing, laboratory or other analysis, or any evaluation relating to any Hazardous Materials, Regulated Substances or USTs.

“Rental”

means, collectively, the Base Annual Rental and the Additional Rental.

“Rental

Adjustment” means an amount equal to two and one-half percent (2.5%) of the Base Annual Rental in effect immediately prior

to the applicable Adjustment Date.

“Requirements

of Governmental Authority” means any law, ordinance, order, rule or regulation of a Governmental Authority.

“Requisition”

means any temporary requisition or confiscation of the use or occupancy of the Property by any Governmental Authority, civil or military,

whether pursuant to an agreement with such Governmental Authority in settlement of or under threat of any such requisition or confiscation,

or otherwise.

“Reserve”

has the meaning in Section 6.04.

“Securities”

has the meaning set forth in Section 17.10.

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“Securities

Act” means of the Securities Act of 1933, as amended.

“Securitization”

has the meaning set forth in Section 17.10.

“Soft

Costs” means certain fees, costs and expenses relating to the construction of the Initial Improvements as identified in the

Budget as soft costs, including, without limitation, the cost of title insurance, the reasonable attorneys’ fees of Lessee, the

cost of surveys, stamp taxes, transfer taxes, disbursement fees, escrow and recording fees and the reasonable fees and expenses of Lessee’s

Architect, which shall be approved as to category and amount by Lessor in its (i) reasonable discretion to the extent such fees, costs

and expenses do not exceed the aggregate amount of Soft Costs shown in the Budget and (ii) sole discretion to the extent such fees, costs

and expenses exceed the aggregate amount of Soft Costs shown in the Budget.

“Standstill

Deposit” has the meaning set forth in Section 4.10.

“Standstill

Obligations” has the meaning set forth in Section 4.10.

“Standstill

Period” has the meaning set forth in Section 4.10.

“Successor

Lessor” has the meaning set forth in Section 13.03.

“Taking”

means (a) any taking or damaging of all or a portion of the Property (i) in or by condemnation or other eminent domain proceedings pursuant

to any Law, general or special; (ii) by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation

or other eminent domain proceeding; or (iii) by any other means; or (b) any de facto condemnation. The Taking shall be considered to

have taken place as of the later of the date actual physical possession is taken by the condemnor, or the date on which the right to

compensation and damages accrues under the Law applicable to the Property.

“Temporary

Taking” has the meaning set forth in Section 11.04.

“Tenant

Interest” means collectively Lessee’s leasehold estate under this Lease and Lessee’s fee simple ownership interest

in the Vertical Improvements during the Lease Term, which interests are appurtenant to and inseparable from one another and shall be

conveyed, assigned, transferred, pledged, mortgaged, encumbered, foreclosed upon and otherwise disposed of only together and to the same

transferee.

“Threatened

Release” means a substantial likelihood of a Release which requires action to prevent or mitigate damage to the soil, surface

waters, groundwaters, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium comprising

or surrounding the Property which may result from such Release.

“Title

Policy” means the owner’s policy of title insurance issued to Lessor in connection with Lessor’s acquisition of

the Land.

“Total

Condemnation” has the meaning set forth in Section 11.02.

“Transaction”

has the meaning set forth in Section 14.01.

“Transaction

Documents” means this Lease, the Guaranty, the Recognition Agreement, the Memorandum of Lease, each approved collateral assignment

relating to the Tenant Interest, and all other documents executed by Lessor and Lessee or a Guarantor in connection with the transactions

contemplated hereby, as the same may be amended from time to time in accordance with their respective terms.

“Trigger

Event” has the meaning set forth for such term in the Recognition Agreement.

“U.S.

Publicly Traded Entity” means an entity whose securities are listed on a national securities exchange or quoted on an automated

quotation system in the United States or a wholly-owned subsidiary of such an entity.

“USTs”

means any one or combination of tanks and associated product piping systems used in connection with storage, dispensing and general use

of Regulated Substances.

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EXHIBIT

LEGAL DESCRIPTION AND

STREET ADDRESS OF THE LAND

Street

Address: 2000 Gateway Boulevard, McKinney, Texas 75069

Legal

Description:

ALL

that part of Lot 1, Block A, Sunset Amphitheater, an addition to the City of McKinney according to the plat recorded in Instrument

Number 2026010000363, Official Public Records, Collin County, Texas (O.P.R.T.C.T.) situated in the William Hemphill Survey, Abstract

No. 449, City of McKinney, Collin County, Texas, lying below an elevation of 640.00 feet (NAVD88).

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EXHIBIT

INTENTIONALLY

DELETED

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EXHIBIT

STATE-SPECIFIC PROVISIONS

Lessor

and Lessee agree as follows:

Lessor and Lessee are knowledgeable and experienced in commercial transactions and agree that the provisions of this Lease for determining

charges, amounts and additional rent payable by Lessee are commercially reasonable and valid even though such methods may not state a

precise mathematical formula for determining such charges. ACCORDINGLY, LESSEE VOLUNTARILY AND KNOWINGLY WAIVES ALL RIGHTS AND BENEFITS

OF LESSEE UNDER SECTION 93.012 OF THE TEXAS PROPERTY CODE.

Lessor and Lessee acknowledge that, as of the Effective Date, the Property constitutes a separate tax parcel (or Lessor shall take all

reasonable steps to cause the Property to be assessed as a separate tax parcel promptly following the Effective Date). Lessee shall have

the right, at Lessee’s sole cost and expense, to protest, appeal or otherwise contest the appraised value of the Property and the

amount of any Real Estate Taxes assessed against the Property. Lessor shall reasonably cooperate with Lessee in connection with any such

protest, appeal or contest, including executing any documents or authorizations reasonably required for Lessee to pursue such protest,

appeal or contest in Lessor’s name or on Lessor’s behalf; provided, however, that (a) Lessee shall keep Lessor reasonably

informed of the status of any such protest, appeal or contest, (b) Lessee shall not settle or compromise any such protest, appeal or

contest in a manner that would adversely affect the assessed value of the Property for any period following the Lease Term without Lessor’s

prior written consent, and (c) Lessee shall pay all Real Estate Taxes when due pending the resolution of any protest, appeal or contest,

without regard to such protest, appeal or contest. The rights granted to Lessee under this Section 2 with respect to protesting, appealing

or contesting the appraised value of the Property and Real Estate Taxes shall not be subject to the conditions set forth in Section 6.01(c)

of the Lease, including without limitation the requirement that no Event of Default has occurred and is continuing; provided, however,

that Lessee shall remain obligated to pay all Real Estate Taxes when due pending the resolution of any such protest, appeal or contest.

To the extent not prohibited by applicable Law, Lessee hereby waives any statutory lien it may have against Lessor or its assets, including

without limitation, the Property and any Personalty.

Lessee hereby waives, for itself and all persons or entities claiming by, through, and under Lessee, including creditors of all kinds,

(a) any right and privilege which Lessee has under any present or future constitution, statute, or rule of law to redeem the Property

or to have a continuance of this Lease for the Lease Term after termination of Lessee’s right of occupancy by order or judgment

of any court or by any legal process or writ, or under the terms of this Lease; (b) the benefits of any present or future constitution,

statute or rule of law that exempts property from liability for debt or for distress for rent; (c) any provision of law relating to notice

or delay in levy of execution in case of eviction of a Lessee for nonpayment of rent; and (d) any benefits and lien rights which may

arise pursuant to Section 91.004 of the Texas Property Code. In any event, Lessor and Lessee hereby acknowledge and agree that no lien

or set-off rights of Lessee shall arise or attach under any circumstances until Lessee shall have obtained a final, binding and nonappealable

judgment in its favor from a court of competent jurisdiction.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

D-1

THIS LEASE AND ALL THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH EMBODY THE FINAL, ENTIRE AGREEMENT OF LESSOR AND LESSEE AND SUPERSEDE

ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER

HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS

OF LESSOR AND LESSEE. THERE ARE NO ORAL AGREEMENTS BETWEEN LESSOR AND LESSEE.

All indemnification provisions of this Lease, including, without limitation, Sections 8.02, 8.03(d) and 10.01, shall be modified to

include ALL LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES AND EXPENSES ARISING OUT OF AN INDEMNIFIED PARTY’S NEGLIGENCE, FAULT OR

STRICT LIABILITY. Notwithstanding anything in this Lease to the contrary, no indemnification, defense, reimbursement or hold-harmless

obligation shall be imposed upon Lessor except to the extent expressly set forth in this Lease with respect to Losses arising from an

Indemnified Party’s gross negligence or willful misconduct.

With or without notice, and to the extent not prohibited by applicable Law, Lessor may alter locks or other security devices at the Property

to deprive Lessee of access thereto, and Lessor shall not be required to provide a new key or right of access to Lessee.

The following paragraph is hereby added to the end of Section 7.02 of the Lease:

Lessor

and Lessee acknowledge and agree that their relationship is and shall be solely that of “Lessor-Lessee” (thereby excluding

a relationship of “owner-contractor,” “owner-agent” or other similar relationships). Accordingly, all materialmen,

contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Lessee, any contractor or subcontractor

of Lessee or any other Lessee party for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion

of the Property at any time from the date hereof until the end of the Lease Term, are hereby charged with notice that they look exclusively

to Lessee to obtain payment for same.

Lessor and Lessee acknowledge that, pursuant to Section 53.254 of the Texas Property Code, Lessor has posted (or will post, promptly

following execution of this Lease) notice in the form required by Section 53.254 on the Property, and Lessor has filed (or will file)

an affidavit with the County Clerk of Collin County, Texas, evidencing that Lessee is not Lessor’s agent for purposes of contracting

for improvements on the Property. Lessee shall cooperate with Lessor in providing any additional notices, affidavits, or filings necessary

to protect Lessor’s fee interest from constitutional or statutory mechanics’ and materialmen’s liens arising from work

contracted for by Lessee. The Memorandum of Lease to be recorded shall contain a statement that Lessee is not the agent of Lessor and

that Lessor is not responsible for the payment of any costs or expenses relating to improvements constructed by or on behalf of Lessee.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

D-2

EXHIBIT

PURCHASE OPTION

Lessor

and Lessee agree as follows:

Option Exercise Date. For the purposes of this Agreement, the “Option Exercise Date” shall be all of the following:

The fifth (5th) annual anniversary of the Effective Date (the “Fifth Anniversary Date”);

The tenth (10th) annual anniversary of the Effective Date (the “Tenth Anniversary Date”); and

The date on which Lessee delivers to Lessor evidence that Lessee has received a written commitment from a C-PACE capital provider to

provide C-PACE Financing in an amount not less than $30,000,000 (the “C-PACE Commitment”), which commitment shall

be binding, shall remain in effect through the anticipated closing date, and shall be subject only to (i) Lessee’s acquisition

of fee title to the Property concurrently with the funding of the C-PACE Financing, (ii) execution and recording at closing of the assessment

contract with the applicable local government, and (iii) other customary conditions capable of being satisfied concurrently with such

closing; provided, however, that the option described in this clause (C) may only be exercised during the three (3)-year period following

the Effective Date, and shall automatically expire and be of no further force or effect thereafter. The C-PACE Commitment shall not be

subject to any material funding, underwriting or third-party approval conditions remaining outside Lessee’s control and shall be

assignable to Lessor if reasonably required to consummate the closing; provided that the date of the C-PACE closing shall not be earlier

than six (6) months after the Effective Date (the “C-PACE Option Date”). Notwithstanding the foregoing, the option

arising from the C-PACE Option Date may be exercised only in connection with the simultaneous purchase of the Property and closing and

funding of the C-PACE Financing in accordance with this Exhibit E.

Option. Lessee shall have the option to give Lessor notice (an “Option Notice”) of Lessee’s election

to purchase the Property for a price equal to the Base Monthly Rental in effect as of the Option Exercise Date projected for the next

twelve (12) months including Rental Adjustments divided by 7.5%. The Option Notice must be delivered to Lessor (i) with respect to either

the Fifth Anniversary Date or the Tenth Anniversary Date, at least forty-five (45) days prior to the applicable Option Exercise Date,

but in no event shall it be delivered any earlier than ninety (90) days prior to the applicable Option Exercise Date, and (ii) with respect

to the C-PACE Option Date, Lessee shall informally provide Lessor with notice of Lessee’s intent to pursue C-PACE Financing promptly

following Lessee’s submission of a C-PACE application or commencement of material negotiations with a C-PACE capital provider,

and the Option Notice (together with a copy of the C-PACE Commitment) shall be delivered promptly following Lessee’s receipt of

the C-PACE Commitment. Lessor and Lessee shall use best efforts to cause the closing for such purchase to occur within forty-five (45)

days following Lessor’s receipt of the Option Notice; provided, however, that (a) Lessee may extend such period by up to thirty

(30) additional days upon written notice to Lessor delivered prior to the expiration of the initial forty-five (45) day period, and (b)

with respect to a closing in connection with C-PACE Financing, the closing shall occur on the date required to satisfy the funding conditions

of the C-PACE Commitment, which date shall be no later than ninety (90) days following Lessor’s receipt of the Option Notice. If

the closing of the C-PACE Financing has not occurred by such date despite Lessee’s diligent and good-faith efforts, Lessee may

extend the closing date for successive periods of thirty (30) days upon written notice to Lessor delivered before expiration of the then-current

closing period, provided that (i) no Event of Default exists; (ii) Lessee continues to pay all Rental and perform all obligations under

this Lease; (iii) the C-PACE Commitment remains binding and in effect; (iv) Lessee is diligently pursuing satisfaction of all remaining

closing conditions; and (v) Lessee delivers reasonable evidence thereof to Lessor with each extension notice. If any of the foregoing

conditions ceases to be satisfied, the option arising from the C-PACE Option Date shall automatically lapse.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

E-1

Closing. Upon exercise of this option, Lessor and Lessee shall open a new escrow account with a recognized title insurance company

selected by Lessor. Such escrow shall be subject to the standard escrow instructions of the escrow agent, to the extent they are not

inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its special or limited warranty deed

conveying to Lessee all of Lessor’s right, title and interest in the Property free and clear of all liens and encumbrances except

liens for taxes and assessments and easements, covenants and restrictions of record which were attached to the Property as of the Effective

Date, attached during the Lease Term through Lessee’s action or inaction, as the case may be, have been granted by Lessor in lieu

of a taking by the power of eminent domain or the like, or have been approved by Lessee. In the event Lessor is unable to convey title

as required, Lessee shall have the right to accept such title as Lessor can convey or elect not to consummate its exercise of the option.

Both Lessor and Lessee agree to execute a purchase agreement, escrow instructions and such other instruments as may be necessary or appropriate

to consummate the sale of the Property in the manner and containing the terms herein provided. All costs incurred in connection with

Lessee’s exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, reasonable

attorneys’ fees (including those of the Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee

shall continue to pay and perform all of its obligations under this Lease until the close of escrow. Any closing in connection with the

C-PACE Option Date shall occur simultaneously with the closing and funding of the C-PACE Financing and shall remain subject to Lessor’s

receipt of evidence reasonably satisfactory to Lessor that the transaction complies with Lessor’s title, Lender, REIT and documentation

requirements. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor

may direct at closing in immediately available funds. The closing date may be extended for a reasonable period of time to permit Lessor

to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure

such defect or default and Lessee continues to perform its obligations hereunder. In the case of any mortgage or other monetary lien

arising by, through or under Lessor (but not arising by, through or under Lessee), the escrow agent shall first apply the purchase price

to the payment of such mortgage or monetary lien, and the balance shall be paid over to Lessor at closing.

Effect of Purchase Option Closing. Notwithstanding anything in this Lease to the contrary, upon the closing of the purchase contemplated

by this Exhibit E: (a) Lessee’s obligation to convey the Vertical Improvements to Lessor under Section 3.07 shall not apply, and

the provisions of Sections 3.03 and 3.08 shall not apply; (b) Lessee shall retain all of its right, title, and interest in and to the

Vertical Improvements and Personalty, which interests shall merge with the fee title to the Property conveyed to Lessee; and (c) this

Lease shall terminate solely by reason of the merger of the leasehold and fee estates upon such closing, and such termination shall not

be deemed an “expiration” or “termination” of this Lease for purposes of any conveyance, surrender, vesting,

or similar provision.

Termination of Option. Notwithstanding anything to the contrary, Lessee’s rights under this Exhibit E shall terminate

and be null and void and of no further force and effect if (i) this Lease terminates or the Lease Term expires; or (ii) an Event of Default

shall have occurred and be continuing. In any such event, Lessee shall execute a quitclaim deed and/or such other documents as Lessor

shall reasonably request evidencing the termination of Lessee’s right under this Exhibit E.

No Assignment of Option. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein

or any interest therein, except in conjunction with a permitted assignment of Lessee’s entire interest herein and then only to

the assignee thereof. Any attempted assignment of this option which is contrary to the terms of this Exhibit E shall be deemed

to be an Event of Default under this Lease and the option granted herein shall be void.

No Prohibited Transaction. Notwithstanding the foregoing, the purchase option described in this Exhibit E shall be null

and void in the event that Lessor determines, in its sole and absolute discretion, that the sale of the Property would cause Lessor to

recognize income or gain from a “prohibited transaction” as defined under Section 857(b)(6) of the Internal Revenue Code

of 1986, as amended.

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

E-2

EXHIBIT

BUDGET

STORE / Venu Holding Corporation

Ground Lease Agreement

Venu – McKinney, TX

F-1

SCHEDULE

9.03

SUPPLEMENTAL FINANCIAL INFORMATION

9.03-1

EX-10.5

Filename: ex10-5.htm · Sequence: 6

Exhibit

10.5

UNCONDITIONAL

GUARANTY OF PAYMENT AND PERFORMANCE

THIS

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this “Guaranty”) is made as of October 19, 2026, by VENU

HOLDING CORPORATION, a Colorado corporation (“Guarantor”), for the benefit of STORE CAPITAL ACQUISITIONS, LLC,

a Delaware limited liability company (together with its successors and assigns under the Lease (as defined below), “Lessor”).

RECITALS

A. Lessor

and SUNSET GROUND AT MCKINNEY LLC, a Colorado limited liability company (“Lessee”), have entered into that

certain Ground Lease Agreement of even date herewith (as the same may be amended from time to time, the “Lease”),

pursuant to which Lessor leases to Lessee the real property described therein and the improvements located thereon (the “Property”).

B. As

a condition to Lessor entering into the Lease, Guarantor has agreed to execute and deliver this Guaranty for the benefit of Lessor.

C. Guarantor

owns a substantial direct and/or indirect interest in the Lessee and will derive substantial benefit from the Lease.

D. All

capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lease.

consideration of the premises and other good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged,

and in order to induce the Lessor to enter into the Lease, Guarantor hereby agrees as follows:

1. Guaranty.

Guarantor unconditionally, absolutely and irrevocably guarantees the punctual and complete payment and performance when due to Lessor

of all Monetary Obligations, including, without limitation, Rental, taxes, insurance premiums, impounds, reimbursements, late charges,

default interest, damages, indemnity obligations and all other amounts, costs, fees, expenses and charges of any kind or type whatsoever,

which may or at any time be due to Lessor under or pursuant to the documents listed on Schedule I attached hereto (collectively,

the “Documents”). Guarantor also unconditionally guarantees the truthfulness and accuracy of all representations,

warranties and certifications of Lessee, the satisfaction of all conditions by Lessee and the full and timely performance of all obligations

to be performed by Lessee, under or pursuant to the Documents (the matters which are guaranteed pursuant to this section are hereinafter

collectively referred to as the “Obligations”). The obligations of Guarantor under this Guaranty are primary, joint

and several and independent of the obligations of Lessee and any and every other guarantor of the Obligations, and a separate action

or actions may be brought and executed against Guarantor or any other such guarantor, whether or not such action is brought against Lessee

or any other such guarantor and whether or not Lessee or any other such guarantor be joined in such action or actions. If this Guaranty

is executed by more than one party, then references in this Guaranty to Guarantor are to each Guarantor signing this Guaranty, and the

liability of each such Guarantor is joint and several.

STORE/Venu Holding Corporation

Guaranty-Venu Holding Corporation

The Sunset at McKinney – McKinney, TX

2. Waivers.

This is an absolute and unconditional guaranty of payment and performance and not of collection and Guarantor unconditionally (a) waives

any requirement that Lessor first make demand upon, or seek to enforce or exhaust remedies against, Lessee or any other Person (including

any other guarantor) or any of the collateral or property of Lessee or such other Person before demanding payment from, or seeking to

enforce this Guaranty against, Guarantor; (b) waives all rights of subrogation, all rights of indemnity and any other rights to collect

reimbursement from Lessee; (c) waives any right to participate in any security now or hereafter held by Lessor or in any claim or remedy

of Lessor or any other Person against Lessee with respect to the Obligations; (d) waives diligence, presentment, protest, demand for

performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor,

notice of execution of any Documents, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice

of defaults under any of the Documents and all other notices whatsoever; (e) waives and agrees not to assert any and all rights, benefits

and defenses which might otherwise be available under the provisions of Ariz. Rev. Stat. §12-1641 and §12–1642 et seq.,

§44-141, §44-142 or §47-3605, Arizona Rules of Civil Procedure Rule 17(f), Chapter 43 of the Texas Civil Practice and

Remedies Code, Rule 31 of the Texas Rules of Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies Code, Sections

51.003, 51.004 and 51.005 of the Texas Property Code (to the extent applicable), or any other laws, statutes or rules (including any

laws, statutes or rules amending, supplementing or supplanting same) which may conflict with the terms of this Guaranty or might operate,

contrary to Guarantor’s agreements in this Guaranty, to limit Guarantor’s liability under, or the enforcement of, this Guaranty;

(f) covenants that this Guaranty will not be discharged until all of the Obligations are fully satisfied; and (g) agrees that this Guaranty

shall remain in full effect without regard to, and shall not be affected or impaired by, any invalidity, irregularity or unenforceability

in whole or in part of any of the Documents, or any limitation of the liability of Lessee or Guarantor thereunder, or any limitation

on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever.

3. Continuing

Guaranty. This Guaranty is a continuing guaranty, and the obligations, undertakings and conditions to be performed or observed by

Guarantor under this Guaranty shall not be affected or impaired by reason of the happening from time to time of the following with respect

to the Documents, all without notice to, or the further consent of, Guarantor: (a) the waiver by Lessor of the observance or performance

by Lessee or Guarantor of any of the obligations, undertakings, conditions or other provisions contained in any of the Documents, except

to the extent of such waiver; (b) the extension, in whole or in part, of the time for payment of any amount owing or payable under the

Documents; (c) the modification or amendment (whether material or otherwise) of any of the obligations of Lessee under, or any other

provisions of, any of the Documents, except to the extent of such modification or amendment; (d) the taking or the omission of any of

the actions referred to in any of the Documents (including, without limitation, the giving of any consent referred to therein); (e) any

failure, omission, delay or lack on the part of Lessor to enforce, assert or exercise any provision of the Documents, including any right,

power or remedy conferred on Lessor in any of the Documents or any action on the part of Lessor granting indulgence or extension in any

form; (f) the assignment to or assumption by any third party of any or all of the rights or obligations of Lessee under all or any of

the Documents; (g) the release or discharge of Lessee from the performance or observance of any obligation, undertaking or condition

to be performed by Lessee under any of the Documents by operation of law, including any rejection or disaffirmance of any of the Documents

in any bankruptcy or similar proceedings; (h) the receipt and acceptance by Lessor or any other Person of notes, checks or other instruments

for the payment of money and extensions and renewals thereof; (i) any action, inaction or election of remedies by Lessor which results

in any impairment or destruction of any subrogation rights of Guarantor, or any rights of Guarantor to proceed against any other Person

for reimbursement; (j) any setoff, defense, counterclaim, abatement, recoupment, reduction, change in law or any other event or circumstance

which might otherwise constitute a legal or equitable discharge or defense of a guarantor, indemnitor or surety under the laws of the

State of Arizona, the state in which the Property is located or any other jurisdiction; and (k) the termination or renewal of any of

the Obligations or any other provision thereof.

4. Representations

and Warranties. Guarantor represents and warrants to Lessor that: (a) neither the execution nor delivery of this Guaranty nor fulfillment

of nor compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms or conditions of, or constitute

a default under, any agreement or instrument to which Guarantor is now a party or by which Guarantor may be bound, or result in the creation

of any lien, charge or encumbrance upon any property or assets of Guarantor, which conflict, breach, default, lien, charge or encumbrance

could result in a material adverse change in the financial condition of Guarantor; (b) no further consents, approvals or authorizations

are required for the execution and delivery of this Guaranty by Guarantor or for Guarantor’s compliance with the terms and provisions

of this Guaranty; (c) this Guaranty is the legal, valid and binding agreement of Guarantor and is enforceable against Guarantor in accordance

with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization and other

laws affecting the rights of creditors generally and subject to general principles of equity; (d) Guarantor has the full power, authority,

capacity and legal right to execute and deliver this Guaranty, and, to the extent Guarantor is a corporation, partnership, limited liability

company or other form of entity, the parties executing this Guaranty on behalf of Guarantor are fully authorized and directed to execute

the same to bind Guarantor; (e) Guarantor is not, and if Guarantor is a “disregarded entity,” any owner of the disregarded

entity is not, a “nonresident alien,” “foreign corporation,” “foreign partnership,” “foreign

trust,” “foreign estate,” or any other “person” that is not a “United States person,” as those

terms are defined in the U.S. Internal Revenue Code and the regulations promulgated thereunder; (f) Guarantor is not a party with whom

a citizen of the United States is prohibited from engaging in transactions by any trade embargo, economic sanction or other prohibition

of United States law, regulation or Executive Order of the President of the United States; (g) all financial statements and other information

relating to Guarantor heretofore delivered to Lessor are true, correct and complete in all material respects as of the date of this Guaranty

and Guarantor will furnish Lessor, within forty five (45) days after the end of each fiscal quarter of Guarantor and within one hundred

twenty (120) days after the end of each fiscal year of Guarantor, complete financial statements of Guarantor, including a balance sheet,

profit and loss statement, statement of changes in financial condition and all other related schedules for the fiscal period then ended;

(h) during the term of this Guaranty, Guarantor will not transfer or dispose of any material part of Guarantor’s assets except

in the ordinary course of business for full and fair consideration and reasonably equivalent value; and (i) the Documents are conclusively

presumed to have been signed in reliance on this Guaranty, and the assumption by Guarantor of Guarantor’s obligations under this

Guaranty results in direct financial benefit to Guarantor. Guarantor understands that Lessor is relying on the representations and warranties

of Guarantor, and Guarantor represents that such reliance is reasonable.

5. Nature

of Guaranty. This Guaranty shall commence upon execution and delivery of any of the Documents and shall continue in full force and

effect until all of the Obligations are duly, finally and permanently paid, performed and discharged and are not subject to any right

of extension by Lessee, and Lessor gives Guarantor written notice of the full and final satisfaction of the Obligations. The Obligations

shall not be considered fully paid, performed and discharged unless and until all payments by Lessee to Lessor are no longer subject

to any right on the part of any Person whomsoever, including but not limited to Lessee, Lessee as a debtor-in-possession and/or any trustee

in bankruptcy, to disgorge such payments or seek to recoup the amount of such payments or any part thereof. This Guaranty shall remain

in full force and effect and continue to be effective upon an Insolvency Event. This Guaranty shall continue to be effective or be reinstated,

as applicable, if at any time payment and performance of the Obligations, or any part thereof, are, pursuant to applicable law, rescinded

or reduced in amount, or must otherwise be restored or returned by Lessor, whether as a “voidable preference,” “fraudulent

conveyance” or otherwise, all as though such payment or performance had not been made. In the event that any payment of the Obligations,

or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such

amount paid to Lessor and not so rescinded, reduced, restored or returned.

6. Subordination.

Notwithstanding any provision contained in this Guaranty, in the event that Guarantor shall have any claims against Lessee, any indebtedness

of Lessee now or hereafter held by Guarantor is hereby subordinated to the indebtedness of Lessee to Lessor, including, without limitation,

any and all amounts due to Lessor under the Lease. Any such indebtedness of Lessee to Guarantor, if Lessor so requests, shall be collected,

enforced and received by Guarantor as trustee for Lessor and be paid over to Lessor on account of the Obligations, but without reducing

or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty.

7. Authority.

It is not necessary for Lessor to inquire into the powers of Lessee or its officers, directors, partners or agents acting or purporting

to act on its behalf, and Guarantor shall be liable for the Obligations in accordance with their terms notwithstanding any lack of authorization

or defect in execution or delivery by Lessee.

8. Attorneys’

Fees and Costs. In addition to the amounts guaranteed under this Guaranty, Guarantor agrees to pay (a) all of Lessor’s Costs,

and (b) interest (including post-petition interest to the extent a petition is filed by or against Lessee under the Bankruptcy Code)

at the Default Rate on any Obligations not paid when due. Guarantor hereby agrees to indemnify and hold harmless Lessor for, from and

against all Losses suffered or occasioned by the failure of Lessee to satisfy its obligations under the Documents. The agreement to indemnify

Lessor contained in this Section shall be enforceable notwithstanding the invalidity or unenforceability of the Documents or any of them

or the invalidity or unenforceability of any other paragraph contained in this Guaranty. All moneys available to Lessor for application

in payment or reduction of the liabilities of Lessee under the Documents may be applied by Lessor to the payment or reduction of such

liabilities of Lessee, in such manner, in such amounts and at such time or times as Lessor may elect.

9. Notice.

All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant

to this Guaranty (collectively called “Notices”) shall be in writing and given by any one of the following: (a) hand

delivery; (b) express overnight delivery service; (c) certified or registered mail, return receipt requested; or (d) electronic mail

message, and shall be deemed to have been delivered upon (i) receipt, if hand delivered, (ii) the next Business Day, if delivered by

a reputable express overnight delivery service; (iii) the third Business Day following the day of deposit of such notice with the United

States Postal Service, if sent by certified or registered mail, return receipt requested; or (iv) transmission, if delivered by electronic

mail. Notices shall be provided to the parties and addresses (or electronic mail addresses) specified below:

to Guarantor:

Venu

Holding Corporation

1755

Telstar Drive, Suite 501

Colorado

Springs, Colorado 80920

Attention:

Robert Mudd

Email:

***

With

a copy to:

Sunset

Ground at McKinney LLC

1755

Telstar Drive, Suite 501

Colorado

Springs, CO 80920

Attention:

General Counsel

Email:

***

to Lessor:

STORE

Capital Acquisitions, LLC

8377

E. Hartford Drive, Suite 100

Scottsdale,

AZ 85255

Attention:

Asset Management

Email:

***

With

a copy to:

Womble

Bond Dickinson (US) LLP

201

East Washington Street, Suite 1200

Phoenix,

Arizona 85004

Attention:

John Rawicz, Esq.

Email:

***

to such other address or such other Person as either party may from time to time hereafter specify to the other party in a notice delivered

in the manner provided above.

10. Governing

Law. This Guaranty is delivered in the State of Arizona, and it is the intent of Guarantor and Lessor that this Guaranty shall be

deemed to be a contract made under and governed by the internal laws of the State of Arizona, without regard to its principles of conflicts

of law. For purposes of any action or proceeding involving this Guaranty, Guarantor submits to the jurisdiction of all federal and state

courts located in the State of Arizona and consents that Guarantor may be served with any process or paper by registered mail or by personal

service within or without the State of Arizona in accordance with applicable law. Guarantor waives and agrees not to assert in any such

action, suit or proceeding that Guarantor is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding

is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper. Nothing contained in this section shall

limit or restrict the right of Lessor to commence any proceeding in the federal or state courts located in the state in which the Property

is located and/or where Guarantor maintains Guarantor’s residence or chief executive office to the extent Lessor deems such proceeding

necessary or advisable to exercise remedies available under the Documents.

11. Acknowledgement

of Lease. Guarantor intends for the Lease to be a “true lease” and not a financing lease, capital lease, mortgage, equitable

mortgage, deed of trust, security agreement or other financing or trust arrangement, and the economic realities of the Lease are those

of a true lease. Guarantor shall not challenge the validity, enforceability or characterization of the Transaction, and Guarantor shall

support the intent of Guarantor, Lessee and Lessor that the Lease is a “true lease” and does not create a joint venture,

partnership, equitable mortgage, trust, financing device or arrangement, trust agreement, security interest or the like. Guarantor acknowledges

that Lessor did not prepare or assist in the preparation of any of the projected financial figures used by Lessee in analyzing the economic

viability and feasibility of the Transaction.

12. Independent

Rights. All of Lessor’s rights and remedies under the Documents and this Guaranty are intended to be distinct, separate and

cumulative and no such right and remedy is intended to be in exclusion of or a waiver of any of the others.

13. Assignment.

Guarantor acknowledges and agrees that (a) Lessor may collaterally assign all of its right, title and interest under the Lease and this

Guaranty to a lender; and (b) upon the exercise of any lender’s remedies set forth in related loan documents, all of the rights,

powers and privileges of Lessor shall be deemed the rights, powers and privileges of such lender and such lender shall be entitled to

exercise all of the rights and remedies of “Lessor” under this Guaranty, the Lease and such loan documents. Guarantor hereby

consents to, and no further consent by Guarantor shall be required for, any further assignment of rights of Lessor hereunder or in connection

with any transfer by Lessor. All notices, certificates, reports or other information required to be delivered to Lessor under this Guaranty

shall be delivered simultaneously to such lender. Notwithstanding any provision herein to the contrary, this Guaranty shall not be deemed

to create any obligation of or liability for such lender. Guarantor intends that such lender shall be an intended third party beneficiary

of this Guaranty but without any corresponding responsibility, liability or obligation to Guarantor.

14. Inurement.

Except as otherwise expressly provided in Section 13 above, this Guaranty is solely for the benefit of Lessor, its successors and assigns

and is not intended to nor shall it be deemed to be for the benefit of any third party, including, without limitation, Lessee. This Guaranty

and all obligations of Guarantor hereunder shall be binding upon the successors and assigns of Guarantor (including, a debtor-in-possession

on behalf of Guarantor) and shall, together with the rights and remedies of Lessor hereunder, inure to the benefit of Lessor, all future

holders of any instrument evidencing any of the Obligations and its successor and assigns. No sales, participations, assignments, transfers

or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein

shall in any manner affect the rights of Lessor or its successors and assigns hereunder. Guarantor may not assign, sell, hypothecate

or otherwise transfer any interest in or obligation under this Guaranty.

15. Severability.

If any provision of this Guaranty is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain

in full force and effect. Guarantor agrees to take such action and to sign such other documents as may be appropriate to carry out the

intent of this Guaranty. This Guaranty may be executed in one or more counterparts, each of which shall be deemed an original. Furthermore,

the undersigned agree that transmission of a fully executed copy of this Guaranty via e-mail in a “.pdf” or other electronic

format shall be deemed transmission of the original Guaranty for all purposes.

16. WAIVER

OF JURY TRIAL. LESSOR, BY ACCEPTING THIS GUARANTY, AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT

THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT

BY LESSOR OR GUARANTOR AGAINST ANY PARTY OR THEIR SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY,

THE RELATIONSHIP OF LESSOR, LESSEE AND/OR GUARANTOR, LESSEE’S USE OR OCCUPANCY OF THE PROPERTY, AND/OR ANY CLAIM FOR INJURY OR

DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY LESSOR AND GUARANTOR OF ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY HAS BEEN

NEGOTIATED AND IS A MATERIAL INDUCEMENT FOR LESSOR ACCEPTING THIS GUARANTY. FURTHERMORE, GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND

INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM LESSOR OR ANY OF LESSOR’S

AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED

IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY

OR ANY DOCUMENTS CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY GUARANTOR OF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL,

SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

17. Final

Agreement. This Guaranty represents the final agreement between Lessor and Guarantor and may not be contradicted by evidence of prior,

contemporaneous or subsequent oral agreements. Guarantor covenants and agrees that there are no unwritten oral agreements between Lessor

and Guarantor and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged

into this Guaranty. Neither this Guaranty nor any provision hereof may be waived, modified, amended, discharged, or terminated except

by an agreement in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge, or termination

is sought, and then only to the extent set forth in such agreement.

18. Securitizations;

Other. As a material inducement to Lessor’s willingness to complete the Transaction contemplated by the Lease and the other

Transaction Documents, Guarantor hereby acknowledges and agrees that Lessor may, from time to time and at any time (a) advertise, issue

press releases, send direct mail or otherwise disclose information regarding the Transaction for marketing purposes; and (b) (i) act

or permit another Person to act as sponsor, settler, transferor or depositor of, or a holder of interests in, one or more Persons or

other arrangements formed pursuant to a trust agreement, indenture, pooling agreement, participation agreement, sale and servicing agreement,

limited liability company agreement, partnership agreement, articles of incorporation or similar agreement or document; and (ii) permit

one or more of such Persons or arrangements to offer and sell stock, certificates, bonds, notes, other evidences of indebtedness or securities

that are directly or indirectly secured, collateralized or otherwise backed by or represent a direct or indirect interest in whole or

in part in any of the assets, rights or properties described in Section 14.01 of the Lease, in one or more Persons or arrangements holding

such assets, rights or properties, or any of them (collectively, the “Securities”), whether any such Securities are

privately or publicly offered and sold, or rated or unrated (any combination of which actions and transactions described in both clauses

(i) and (ii) in this paragraph, whether proposed or completed, are referred to in the Lease as a “Securitization”).

At no additional expense to Guarantor, Guarantor shall cooperate fully with Lessor and any Affected Party with respect to all reasonable

requests and due diligence procedures and to use reasonable efforts to facilitate such Securitization.

[Remainder

of page intentionally left blank; signature page to follow]

WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty effective as of the date set forth in the introductory paragraph

of this Guaranty.

GUARANTOR:

VENU HOLDING CORPORATION,

a Colorado corporation

By:

/s/

JW Roth

Name:

Roth

Title:

Chairman

and CEO

STATE

OF __________

)

ss.

COUNTY

OF __________

)

The

foregoing instrument was acknowledged before me this ___ day of ____________, 2026, by _______________, the ___________________ of Venu

Holding Corporation, a Colorado corporation, on behalf of the corporation.

Notary Public

My Commission Expires:

Unconditional

Guaranty of Payment and Performance - Signature Page

SCHEDULE

DOCUMENTS

1. Lease.

2. Any

other document, agreement, instrument or certificate contemplated by the Lease, or any other documents, agreements, instruments or certificates

now or hereafter entered into between Lessor and Lessee with respect to the Lease.

3. Any

amendment of the foregoing documents, agreements, instruments or certificates now or hereafter entered into between Lessor and Lessee.

Schedule I

EX-10.6

Filename: ex10-6.htm · Sequence: 7

Exhibit

10.6

UNCONDITIONAL

GUARANTY OF PAYMENT AND PERFORMANCE

THIS

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this “Guaranty”) is made as of October 19, 2026, by J.W.

ROTH, a married man (“Guarantor”), for the benefit of STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited

liability company (together with its successors and assigns under the Lease (as defined below), “Lessor”).

RECITALS

Lessor and SUNSET GROUND AT MCKINNEY LLC, a Colorado limited liability company (“Lessee”), have entered into

that certain Ground Lease Agreement of even date herewith (as the same may be amended from time to time, the “Lease”),

pursuant to which Lessor leases to Lessee the real property described therein and the improvements located thereon (the “Property”).

As a condition to Lessor entering into the Lease, Guarantor has agreed to execute and deliver this Guaranty for the benefit of Lessor.

Guarantor owns a substantial direct and/or indirect interest in the Lessee and will derive substantial benefit from the Lease.

All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lease.

consideration of the premises and other good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged,

and in order to induce the Lessor to enter into the Lease, Guarantor hereby agrees as follows:

Guaranty. Guarantor unconditionally, absolutely and irrevocably guarantees the punctual and complete payment and performance when

due to Lessor of all Monetary Obligations, including, without limitation, Rental, taxes, insurance premiums, impounds, reimbursements,

late charges, default interest, damages, indemnity obligations and all other amounts, costs, fees, expenses and charges of any kind or

type whatsoever, which may or at any time be due to Lessor under or pursuant to the documents listed on Schedule I attached hereto

(collectively, the “Documents”). Guarantor also unconditionally guarantees the truthfulness and accuracy of all representations,

warranties and certifications of Lessee, the satisfaction of all conditions by Lessee and the full and timely performance of all obligations

to be performed by Lessee, under or pursuant to the Documents (the matters which are guaranteed pursuant to this section are hereinafter

collectively referred to as the “Obligations”). The obligations of Guarantor under this Guaranty are primary, joint

and several and independent of the obligations of Lessee and any and every other guarantor of the Obligations, and a separate action

or actions may be brought and executed against Guarantor or any other such guarantor, whether or not such action is brought against Lessee

or any other such guarantor and whether or not Lessee or any other such guarantor be joined in such action or actions. If this Guaranty

is executed by more than one party, then references in this Guaranty to Guarantor are to each Guarantor signing this Guaranty, and the

liability of each such Guarantor is joint and several.

STORE/Venu Holding Corporation

Guaranty-J.W. Roth

The Sunset at McKinney – McKinney, TX

This

Guaranty shall terminate and be of no further force or effect if at any time following the fifth (5th) anniversary of the

Effective Date, Lessor determines, upon review of trailing twelve (12) month financial statements provided by the Lessee or Guarantor

dated immediately prior to the proposed Termination (as hereinafter defined), that (a) Lessee maintained unit-level FCCR (defined below)

at the Property of at least 2.5x, and (b) Lessee’s FCF is greater than $0 (the “Termination”). If Guarantor

believes that all of the conditions in the preceding sentence are satisfied, Guarantor may provide Lessor with written notice (which

may be by electronic mail) of such fact (the “Conditions Satisfaction Notice”) and Lessor shall, within ten (10) Business

Days of receiving the Conditions Satisfaction Notice and all required documentation, provide Guarantor with (i) written notice that all

conditions have been satisfied if Lessor determines that all conditions have been satisfied (the “Termination Notice”),

or (ii) written notice (which may be by electronic mail) that advises Guarantor that not all of the conditions to Termination have been

satisfied and the action Guarantor or Lessee needs to take to satisfy any condition that Lessor determines Lessee has not satisfied.

If and when Lessor provides a Termination Notice, the Termination Notice shall specify the date as of which all conditions to Termination

were satisfied in Lessor’s determination.

For

purposes of determining whether Termination has occurred:

“FCCR”

means with respect to the twelve month period of time immediately preceding the date of determination for the Property, the ratio calculated

for such period of time, each as determined in accordance with GAAP, of (1) the sum of net income (excluding non-cash income), Depreciation

and Amortization, Interest Expense, Operating Lease Expense, and non-cash expenses, to (2) Base Annual Rental as of the date of determination.

“FCF”

means, with respect to Lessee, and for the period of determination, net cash flow from operating activities minus capital expenditures

as stated on Lessee’s statement of cashflows provided with Lessee’s financial statements.

“Depreciation

and Amortization” shall mean the depreciation and amortization accruing during any period of determination with respect

to a Person, as determined in accordance with GAAP.

“Interest

Expense” shall mean for any period of determination, the sum of all interest accrued or which should be accrued in respect

of all Debt of a Person, as determined in accordance with GAAP.

“Operating

Lease Expense” shall mean the sum of all payments and expenses incurred by a Person, under any operating leases during

the period of determination, as determined in accordance with GAAP.

Waivers. This is an absolute and unconditional guaranty of payment and performance and not of collection and Guarantor unconditionally

(a) waives any requirement that Lessor first make demand upon, or seek to enforce or exhaust remedies against, Lessee or any other Person

(including any other guarantor) or any of the collateral or property of Lessee or such other Person before demanding payment from, or

seeking to enforce this Guaranty against, Guarantor; (b) waives all rights of subrogation, all rights of indemnity and any other rights

to collect reimbursement from Lessee; (c) waives any right to participate in any security now or hereafter held by Lessor or in any claim

or remedy of Lessor or any other Person against Lessee with respect to the Obligations; (d) waives diligence, presentment, protest, demand

for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor,