Form 8-K

8-K — Venu Holding Corp

Accession: 0001493152-26-034288

Filed: 2026-07-23

Period: 2026-07-17

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Entry into a Material Definitive Agreement

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001770501

2026-07-17

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Date

of report (Date of earliest event reported): July 17, 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.

July 17, 2026 (the “Closing Date”), Venu Holding Corporation (the “Company”), together with certain

of its subsidiaries named as guarantors (the “Guarantors”), entered into a Secured Promissory Note and Guaranty Agreement

(the “Note”) with Ryan, LLC (the “Lender”) in connection with the financing of a short-term bridge

loan (the “Bridge Loan”). Pursuant to the Note, the Lender agreed to provide the Company with a secured Bridge Loan

in a principal amount equal to the sum of $20,000,000 plus up to $500,000 to cover certain of the Lender’s third-party fees, costs,

and expenses incurred in negotiating the Note, which amounts are capitalized into the Note’s principal amount (the “Principal

Amount”), together with interest thereon.

summary of other key terms of the Note is provided below. Capitalized terms that are used but not defined in this Current Report on Form

8-K (this “Current Report”) have the meanings given to them in the Note.

Interest.

Interest accrues on the outstanding Principal Amount at a rate of 18% per annum and is payable in kind through monthly capitalization

into the outstanding Principal Amount. If an Event of Default occurs, interest on the outstanding Principal Amount will increase to the

interest rate then in effect plus 6.75% per annum, payable in kind in the same manner as ordinary interest under the Note.

Maturity.

All outstanding obligations under the Note, including the then-outstanding Principal Amount (as increased by the capitalized interest)

and accrued and unpaid interest, are due and payable in cash on the date that is 90 days after the Closing Date (the “Maturity

Date”).

Voluntary

Prepayment. The Note may be repaid by the Company (in full or in part) at any time without penalty or premium.

Mandatory

Repayment. The Note requires the Company to make mandatory prepayments from specified sources of funds that the Company expects to

receive, or may receive while the Note is outstanding, including from: proceeds the Company expects to receive under certain funding

programs the Company intends to utilize as its permanent financing for its projects at its properties in Broken Arrow, Oklahoma (the

“Broken Arrow Property”) and in McKinney, Texas (the “McKinney Property”); any government incentive

payments and refunds or rebates related to the McKinney Property and the real property underlying the amphitheater being developed by

the Company in El Paso, Texas (the “El Paso Property”); and any outstanding cash deposit receivables owed by FireSuite

purchasers and investors (but excluding cash delivered at the time of the sale) across all of the Company’s and its subsidiaries’

locations (“FireSuite Receivables”).

Use

of Proceeds. The Company is required to use the proceeds of the Note to fund construction costs for its in-development amphitheaters

projects.

Security.

As security for the Company’s payment or performance of its obligations under the Note, the Company and each Guarantor granted

the Lender security interests in and liens on the assets and properties identified in the Note (the “Collateral”).

The Collateral includes: (i) the El Paso Property and all buildings, structures, improvements, fixtures, and other property, rights,

and interests related to such property constituting collateral under the Deed of Trust encumbering such property (collectively, the “Related

Assets”); (ii) the property underlying the venue and restaurant being developed by the Company in Centennial, Colorado (the

“Centennial Property”) and all Related Assets to the Centennial Property; (iii) the property underlying the Sunset

Hospitality Collection in Colorado Springs, Colorado (the “SHC Property”) and all Related Assets related to the SHC

Property (with the liens on the SHC Property and Related Assets being a second position to that of Pueblo (as defined below)); (iv) all

government incentive payments, refunds, and rebates under certain Chapter 380 Agreements; (v) the proceeds from the anticipated permanent

funding program the Company expects to receive and benefit from; and (vi) all FireSuite Receivables.

Certain

of the Collateral identified in the Note requires the consent and approval of municipal partners as a condition for those assets to be

deemed a part of the Collateral, or, for the Lender to perfect and enforce its security interest in those applicable assets, and, the

Note specifies the limited circumstances under which the Company would be obligated to seek those requisite consents, waivers or permissions.

On the Closing Date, the Company and the Guarantors entered into a Security Agreement as required in the Note, and, subject to the terms

of the Note, committed to execute and deliver certain Deeds of Trust in favor of the Lender, to create and perfect security interests

in, and liens on, specific assets and rights of the Company.

Except

for Permitted Liens, the Company and each Guarantor are prohibited from creating, assuming, or permitting to exist any security interest,

encumbrance, mortgage, deed of trust, or other Lien affecting any of the Collateral until all Obligations under the Note have been paid

in full.

Guaranty.

As a condition precedent to the Lender’s obligation to fund the Bridge Loan evidenced by the Note, the Company’s chief executive

officer was required to execute and deliver a Guaranty to the Lender on the Closing Date, pursuant to which he personally guaranteed

the Obligations of the Company and each entity Guarantor under the Note. Additionally, each entity Guarantor guaranteed the prompt and

complete payment and performance of the Obligations.

Pueblo

Waiver and Consent. As a condition precedent to the Lender’s obligation to fund the Bridge Loan evidenced by the Note, the

Lender was required to receive a consent from The Pueblo Bank and Trust Company d/b/a PB&T Bank (“Pueblo”), which

is the lender under the Company’s Credit Agreement, dated as of May 27, 2025, between the Company and Pueblo (the “Pueblo

Facility”), confirming that the execution, delivery, and performance of the Note and the Loan Documents by the Company and

each Guarantor would not constitute a default or breach under the Pueblo Facility. Pueblo’s waiver and consent was required primarily

due to the SHC Property serving as collateral under both the Pueblo Facility and the Note.

Events

of Default and Remedies. The Note contains customary Events of Default, including, among other things, failures by the Company to

make required payments or satisfy other Obligations under the Note or other Loan Documents for a period of five Business Days following

the due date of such Obligations; breaches of covenants set forth in the Note or other Loan Documents that continue for 10 Business Day

following actual knowledge or written notice of such breach; the making of material inaccuracies in any representation, warranty, certificate,

or other statement made or furnished by or on behalf of the Company or any Guarantor in the Note or any other Loan Document; the occurrence

of voluntary or involuntary bankruptcy or insolvency proceedings; the occurrence of material cross-defaults under other indebtedness;

certain unsatisfied judgments; the invalidity or unenforceability of the Liens securing the Note; and a Change of Control of the Company.

Upon the occurrence of an Event of Default, the Lender may declare all outstanding Obligations under the Note or other Loan Documents

to be immediately due and payable (except that, in the case of certain Events of Default related to insolvency or bankruptcy, such Obligations

will automatically become immediately due and payable); and take action to enforce its remedies under the under the Loan Documents or

applicable law.

Post-Closing

Matters. The Note requires the Company and the applicable Guarantors to satisfy certain post-closing obligations set forth in Schedule

II to the Note, including, within 20 Business Days of the Closing Date: (i) causing the applicable Deeds of Trust to be recorded; (ii)

obtaining certain title insurance policies; (iii) causing the Lender to receive a subordination, non-disturbance, and attornment agreement

with respect to each Ground Lease, providing for the subordination of such Ground Lease to the applicable Deed of Trust; and (iv) causing

each Property Owner to execute and deliver to the Lender an Environmental Indemnity.

Other

Customary Provisions. The Note contains other terms and conditions that are customary for a transaction of this nature, including

provisions relating to the maintenance of the business and Collateral of the Company and the Guarantors, preservation and possession

of the Collateral, payment of taxes, satisfaction of insurance obligations, the provision of inspection and access rights related to

the Collateral, restrictions on creating liens, making investments, issuing or assuming indebtedness, or making guaranties, compliance

with ERISA obligations, restrictions on transfers of interests in and leases of the Real Property constituting Collateral, compliance

with zoning, entitlement, and environmental laws related to the Real Property, Lender consent requirements, and customary representations

and warranties of the Company and each Guarantor.

The

foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, a copy

of which is filed as Exhibit 10.1 to this Current Report and its incorporated herein by reference.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item

8.01 Other Events.

Pueblo

Loan Modification

July 17, 2026, the Company and Pueblo entered into a Modification of Loan Documents (the “Loan Modification”), pursuant

to which they agreed to amend certain terms of the Pueblo Facility and the related Security Agreement between them dated as of May 27,

2025 (the “Pueblo Security Agreement”). The Loan Modification was effected to comply with the condition precedent

under the Note described under “Pueblo Waiver and Consent” in Item 1.01 of this Current Report, which is incorporated by

reference into this Item 8.01 to the extent relevant. The collateral securing the Company’s obligations under the Pueblo Facility

includes the SHC Property, which is also included as Collateral under the Note.

Pursuant

to the Loan Modification, the Pueblo Facility was amended to: (i) expand the definition of “Permitted Liens” to include all

other liens of any kind or nature granted by the Company to any other party and to clarify that, within the definition of “Permitted

Liens,” any liens expressly permitted by Pueblo in writing include a subordinated lien on the collateral securing the Pueblo Facility;

(ii) clarify that the restrictions on borrowings and guaranties do not prohibit obligations arising in connection with such “Permitted

Liens”; and (iii) revise certain restrictions on mergers, consolidations, sales, and asset dispositions to permit dispositions

effected pursuant to the granting or enforcement of “Permitted Liens.” Furthermore, under the Loan Modification, the Pueblo

Security Agreement was amended to limit Pueblo’s security interest to items of collateral acquired using proceeds of the draw down

term loan under the Pueblo Facility, certain deposit accounts maintained by Pueblo, and rents relating to the SHC Property securing the

Pueblo Facility.

The

foregoing amendments under the Loan Modification were made to permit the Company and the Guarantors to enter into the Note and the other

Loan Documents and to grant the Liens to the Lender contemplated thereby without resulting in a default or breach of the Pueblo Facility

or Pueblo Security Agreement.

July

21 Press Release

July 21, 2026, the Company issued a press release announcing the Bridge Loan. A copy of the press release is filed with this Current

Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

†

Secured Promissory Note and Guaranty Agreement, dated July 17, 2026, between Venu Holding Corporation and Ryan, LLC

99.1

Press Release issued by Venu Holding Corporation on July 21, 2026

104

Cover

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

†

Certain

portions of this exhibit have been omitted because they are not material, would be competitively harmful if publicly disclosed, and

are of the type that the registrant treats as private or confidential.

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

VENU

HOLDING CORPORATION

(Registrant)

Dated:

July 23, 2026

By:

/s/

J.W. Roth

J.W.

Roth

Chief

Executive Officer and Chairman

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

CERTAIN

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

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

THE

TRANSFER, SALE AND ASSIGNMENT OF THIS NOTE ARE SUBJECT TO RESTRICTIONS. NO TRANSFER, SALE OR ASSIGNMENT OF THIS NOTE SHALL BE EFFECTIVE

UNLESS MADE IN COMPLIANCE WITH THE PROVISIONS HEREOF AND PROPERLY REFLECTED IN SCHEDULE I HERETO.

VENU

HOLDING CORPORATION

SECURED PROMISSORY NOTE AND GUARANTY AGREEMENT

$20,000,000 July

17, 2026

FOR

VALUE RECEIVED, Venu Holding Corporation, a Colorado corporation (the “Company”), together with Sunset at McKinney

LLC, a Colorado limited liability company (“McKinney Improvement Owner”), Sunset Ground at McKinney LLC, a

Colorado limited liability company (“McKinney Ground Owner”), Sunset at El Paso LLC, a Colorado limited liability

company (“El Paso Improvement Owner”), Sunset Ground at El Paso LLC, a Colorado limited liability company (“El

Paso Ground Owner”), Hall at Centennial LLC, a Colorado limited liability company (“Centennial Owner”)

and Sunset Hospitality Collection, LLC, a Colorado limited liability company (“SHC Owner”), each in its capacity

as a Guarantor hereunder pursuant to Section 10 below, join as parties to this Note. The Company promises to pay to Ryan, LLC,

a Texas limited liability company (together with its successors and permitted assigns, “Lender”), in lawful

money of the United States of America, the principal sum of (i) $20,000,000, plus (ii) Lender’s third-party legal fees, costs and

expenses incurred in connection with the negotiation of this Secured Promissory Note (this “Note”), not to

exceed $500,000, which shall be capitalized into the principal amount of this Note, plus (iii) accrued interest following the date of

this Note, which shall be capitalized into the principal amount of this Note (as so capitalized, and as may be increased from time to

time by payment-in-kind interest pursuant to Section 1(b) below, the “Principal Amount”), together with

interest thereon as set forth in Section 1 below. The unpaid Principal Amount, together with any then unpaid and accrued interest

and other amounts payable hereunder, shall be due and payable on the date that is ninety (90) days after the date of this Note (such

date, the “Maturity Date”), or (B) when, upon the occurrence and during the continuance of an Event of Default,

such amounts are declared, or automatically become, due and payable pursuant to Section 7 below.

The

following is a statement of the rights of Lender and the conditions to which this Note is subject, and to which Lender, by the acceptance

of this Note, agrees:

Payments.

(a)

Voluntary Prepayment. This Note may be prepaid by the Company (in full or in part), at any time without penalty or premium.

(b)

Interest Payments. Interest

shall accrue on the outstanding Principal Amount of this Note at a rate equal to eighteen percent (18%) per annum (the “Interest

Rate”), computed on the basis of the actual number of days elapsed and

a year of 360 days. Accrued interest shall be paid in kind by being added to the Principal Amount of this Note on the last Business Day

of each calendar month during which this Note remains outstanding, and shall be payable in cash in full together with the repayment of

this Note at the Maturity Date.

(c)

Maturity Payment. At

the Maturity Date, all then-outstanding Obligations, including the then-outstanding Principal Amount and accrued and unpaid interest,

shall be due and payable in cash in full.

(d)

Manner of Payment. Any

payments made to Lender under this Note in cash shall be delivered on the date such payment is due to Lender at the address specified

in Section 9(c) below, or at such other address, or in such other manner, as Lender may from time to time direct in writing.

(e)

Mandatory Repayment. Within

two (2) Business Days of the Company’s receipt of any of the following, the Company shall repay this Note in an amount equal to

(i) [***] of the net proceeds of the first tranche of [***]

proceeds attributable to each of the [***] and (ii) [***]

of the net proceeds of each of the following: (A) any other tranche of [***] proceeds

not described by clause (f)(i) above; (B) any government incentive payments and refunds or rebates related to the El Paso Property and

the McKinney Property; (C) any FireSuite Receivables; (D) any net proceeds from issuances of equity by the Company; and (E) the proceeds

of any indebtedness which is not expressly permitted to be incurred or issued pursuant to this Note.

(f)

Use of Proceeds. The

Company shall use the proceeds of this Note solely to fund construction costs for in-development amphitheater projects (“Amphitheater

Projects”).

(g)

Default Rate. During

any period in which an Event of Default has occurred and is continuing, interest shall accrue on the outstanding Principal Amount at

a rate equal to the sum of the Interest Rate then in effect plus 6.75% per annum, payable in kind in the same manner as interest under

Section 1(b) above.

Security.

As security for the payment or performance, as the case may be, in full of this

Note and the Obligations hereunder, the Company and each Guarantor hereby grants to Lender in the Company’s or the applicable Guarantor’s,

as applicable, right, title and interest in, to and under any and all of the assets and properties described in Exhibit A hereto (as

may be updated as may be mutually agreed between the Company and Lender), whether now owned or at any time hereafter acquired by the

Company or such Guarantor or in which the Company or such Guarantor now has or at any time in the future may acquire any right, title

or interest (collectively, the “Collateral”).

Conditions Precedent.

The obligation of Lender to fund the loan evidenced by this Note is subject to

the satisfaction, or waiver in writing by Lender, of each of the following conditions precedent:

(a)

Representations and Warranties. Each

of the representations and warranties made by the Company in this Note and the other Loan Documents shall be true and correct in all

material respects as of the date of this Note; provided that, to the extent that such representations and warranties specifically refer

to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation

and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true

and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(b)

No Default.

No Default or Event of Default shall have occurred and be continuing, or would

result from the incurrence of the Obligations under this Note.

(c)

Note. Lender

shall have received this Note, duly executed and delivered by the Company and each Guarantor.

(d)

JW Roth Guarantee. Lender

shall have received a Guaranty duly executed and delivered by JW Roth, in form and substance satisfactory to Lender (the “JW

Roth Guarantee”).

(e)

Collateral Documents.

Lender shall have received the Collateral Documents (except to the extent such

Collateral Documents are listed on Schedule II), duly executed and delivered by the Company, the Guarantors, together with UCC financing

statements and such other documentation as Lender may reasonably request in order to obtain and perfect its Liens on the Collateral.

(f)

Organizational Documents. Lender

shall have received copies of the Company’s and the Guarantors’ organizational documents, certified as being true, correct

and complete.

(g)

Resolutions. Lender

shall have received copies of resolutions of the Company and the Guarantors’ authorizing the execution, delivery and performance

of this Note and the other Loan Documents to which it and each of its applicable subsidiaries is a party, together with specimen signatures

of the Persons authorized to execute such documents on the Company’s and each Guarantor, in each case certified by an authorized

representative of the Company and each Guarantor.

(h)

Good Standing. Lender

shall have received a certificate of good standing for the Company and each Guarantor, dated no earlier than thirty (30) days prior to

the date of this Note, from the Secretary of State of the State of Colorado.

(i)

Lien Searches. Lender

shall have received financing statement lien search results against the Company and each Guarantor evidencing the absence of Liens on

the Collateral, except for Permitted Liens.

(j)

Pueblo Waiver/Consent.

Lender shall have received a waiver or consent, in form and substance satisfactory

to Lender, from the lender under the Pueblo Facility, confirming that the Company’s and each Guarantor’s execution, delivery

and performance of this Note and the other Loan Documents, and the incurrence of the Obligations hereunder, do not constitute a default

or breach under the Pueblo Facility.

(k)

Legal Matters. All

legal matters incident to this Note and the other Loan Documents shall be reasonably satisfactory to Lender and its counsel.

(l)

Other Documents. Lender

shall have received such other agreements, instruments, documents, certificates and opinions as Lender may reasonably request.

Representations and Warranties.

The Company and each Guarantor represents and warrants to Lender that the following

are true and correct as of the date of this Note and shall remain true and correct until the Obligations have been paid in full:

(a)

Organization and Qualification. The

Company and each Guarantor is validly existing under the laws of the State of Colorado, and each is duly licensed or qualified and in

good standing in each jurisdiction in which the nature of its business requires such licensing or qualifying, except where the failure

to do so would not have a Material Adverse Effect.

(b)

Authority and Validity of Obligations. The

Company and each Guarantor has full right and authority to enter into this Note and the other Loan Documents to which it is a party,

to grant to Lender the Liens described herein (as applicable), and to perform all of its obligations hereunder and under the other Loan

Documents to which it is a party. The Loan Documents delivered by the Company and each Guarantor, as applicable, have been duly authorized,

executed and delivered by the Company and each Guarantor, as applicable, and constitute valid and binding obligations of the Company

and each Guarantor, as applicable, enforceable against each of them in accordance with their terms, except as enforceability may be limited

by bankruptcy, insolvency, fraudulent conveyance or similar laws and general principles of equity. This Note and the other Loan Documents

do not, nor does the performance or observance by the Company or any Guarantor of any of the matters and things herein or therein provided

for, (i) violate or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Company

or any Guarantor or any organizational documents of the Company or any Guarantor, (ii) violate or constitute a default under any covenant,

indenture or agreement of or affecting the Company or any Guarantor, in each case where such violation or default, individually or in

the aggregate, could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien

upon the Collateral other than the Liens granted in favor of Lender or Permitted Liens.

(c)

Use of Proceeds; Legal Compliance. The

Company shall use the proceeds of this Note as set forth in Section 1(f) above. The Company is not engaged in any illegal activities

as determined under applicable federal, state or local law, and no part of the proceeds of this Note will be used in the furtherance

of any illegal activities. The Company is not engaged in the business of extending credit for the purpose of purchasing or carrying margin

stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of this

Note will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying

any such margin stock.

(d)

Financial Reports. The

financial statements most recently provided to Lender by the Company have been prepared on a consistent basis and fairly present the

financial condition of the Company as of the date of such statements and the results of its operations and changes in financial position

for the respective periods then ended in conformity with GAAP applied on a consistent basis. As of the dates of such financial statements,

the Company has no material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected

in such financial statements or in the notes thereto. Since the date of such statements, there has been no material adverse change in

the business, operations, Property, assets or condition, financial or otherwise, of the Company.

(e)

Full Disclosure. The

written statements and information furnished to Lender in connection with the negotiation of this Agreement and the other Loan Documents

and the commitments by Lender to provide all or part of the financing contemplated hereby do not, as of the date of this Note, contain

any untrue statements of a material fact or omit to state a material fact necessary to make the material statements contained therein

not misleading in light of the circumstances in which they are made, Lender acknowledging that as to any projections furnished, the Company

only represents that the same were prepared on the basis of information and estimates the Company believed to be reasonable at the time

such projections were prepared.

(f)

Governmental Authority and Licensing. The

Company has received all licenses, permits, and approvals of all Governmental Authorities, if any, necessary to conduct its business,

except in each case, where the failure to obtain or maintain the same could not reasonably be expected to have a Material Adverse Effect.

No investigation or proceeding which could reasonably be expected to result in revocation or denial of any material license, permit or

approval of the Company is pending or, to the knowledge of the Company, threatened against the Company unless such revocation or denial

could not reasonably be expected to have a Material Adverse Effect.

(g)

Good Title. The

Company has, or immediately after the date hereof will have, good and defensible beneficial title to the Collateral it has pledged to

Lender, subject to no Liens other than Permitted Liens. Each Property Owner has good, marketable, and insurable fee simple title to its

Real Property, free and clear of all Liens other than Permitted Liens. Each Deed of Trust, when properly recorded in the appropriate

records will create (a) a valid, perfected first priority lien on such Real Property, subject only to the Permitted Liens, and (b) perfected

security interests in and to, and perfected collateral assignments of, all personalty (including the Ground Leases), all in accordance

with the terms thereof, in each case subject only to any applicable Permitted Liens. There are no claims for payment for work, labor

or materials affecting the Real Property which are or may become a Lien prior to, or of equal priority with, the Liens created by the

Loan Documents.

(h)

Litigation. Except

as disclosed to Lender in writing, there is no litigation, suit, proceeding, arbitration, governmental investigation or controversy pending

or, to the Company’s or any Guarantor’s knowledge, threatened against the Company or any Guarantor that, if adversely determined,

individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(i)

Taxes. All

tax returns (if any) required to be filed by or on behalf of the Company or any Guarantor in any jurisdiction have, in fact, been filed,

and all taxes, assessments, fees, and other governmental charges imposed upon the Company, any Guarantor or any of their Properties (including,

but not limited to, the payment of Real Property taxes as more fully set forth in each Deed of Trust) have been paid, except such taxes,

assessments, fees and governmental charges, if any, as are being contested in good faith and by appropriate proceedings which prevent

enforcement of the matter under contest and as to which adequate reserves have been provided or such tax returns for which the failure

to file and such taxes, assessments, fees, and other governmental charges for which the failure to pay could not reasonably be expected

to result in a Material Adverse Effect. The Company and each Guarantor do not know of any proposed additional tax assessment against

the Company or any Guarantor for which adequate provisions have not been made. Adequate provisions on the books of the Company and each

Guarantor have been made for taxes which are being contested in good faith by the Company for all open years, and for its current fiscal

period.

(j)

Approvals. No

authorization, consent, license or exemption from, or filing or registration with, any court or governmental department, agency or instrumentality,

nor any approval or consent of any other Person, is or will be necessary for the valid execution, delivery or performance by the Company

of any Loan Document, except for the filing of financing statements and each Deed of Trust as contemplated by the Loan Documents, such

approvals which have been obtained prior to the date of this Note and remain in full force and effect or where the absence of such authorization,

consent, license or exemption from, or filing or registration with, any court or governmental department, agency or instrumentality,

or approval or consent of any other Person could not reasonably be expected to have a Material Adverse Effect.

(k)

Investment Company.

The Company is not an “investment company” or a company “controlled”

by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(l)

Compliance with Laws. The

Company is in compliance with the requirements of all Legal Requirements applicable to or pertaining to its Property or business operations,

except where any such non-compliance, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

The Company has received no notice from any Governmental Authority that its operations are not in compliance with any of the requirements

of applicable Environmental Laws or is the subject of any governmental investigation evaluating whether any remedial action is needed

to respond to a release of any Hazardous Substance into the environment, where any such non-compliance or remedial action, individually

or in the aggregate, could reasonably be expected to have a Material Adverse Effect. With respect to the Real Property, the current zoning

law and declarations covering the Real Property permit the construction of the Amphitheater Projects. The Amphitheater Projects will

be in compliance with all zoning, Environmental Laws, and other applicable Legal Requirements, restrictions, requirements and easements

then in effect. The Real Property currently is, and, upon completion of construction of the Amphitheater Projects the use thereof, will

be in all respects in compliance with all Legal Requirements, and such compliance is not dependent on any land, improvements or facilities

not a part of the Real Property. There are no pending, or to Company or any Guarantor’s knowledge, threatened actions, suits or

proceedings to revoke, attach, invalidate, rescind or modify the zoning applicable to the Real Property or any part thereof, any of the

Licenses as currently existing.

(m)

Affiliate Transactions. The

Company is not a party to any contract or agreement with any of its Affiliates on terms less favorable to the Company than would be generally

available on an arm’s-length basis from unrelated third parties.

(n)

ERISA. The

Company and each member of its Controlled Group has fulfilled its obligations under, and is in compliance in all material respects with,

ERISA and the Code, and no ERISA Event has occurred or is reasonably expected to occur.

(o)

USA Patriot Act; OFAC. Neither

the Company, its Affiliates, nor any of their respective authorized representatives has violated any Anti-Terrorism Laws or is a Blocked

Person, nor is acting or benefiting in any capacity in connection with this Note in violation of any Anti-Terrorism Law.

(p)

Other Agreements. The

Company is not in default under any covenant, indenture or agreement affecting it that could reasonably be expected to have a Material

Adverse Effect.

(q)

Solvency. The

Company and each Guarantor is Solvent, is able to pay its debts as they become due, and has sufficient capital to carry on its business.

(r)

No Default. No

Default or Event of Default has occurred and is continuing.

(s)

Ownership and Priority of Collateral. The

Company is the legal and beneficial owner of the Collateral and has the right to pledge the same to Lender. This Note creates a valid

Lien in favor of Lender in the Collateral and, when properly perfected, shall constitute a valid, first priority (except for Permitted

Liens), perfected Lien in the Collateral, free and clear of all other Liens except for Permitted Liens. All descriptions of Collateral

in this Note and related definitions are true and correct.

(t)

Condemnation. No

Condemnation or other similar proceeding has been commenced or, to the best knowledge of Company and each Guarantor, is threatened or

contemplated with respect to all or any portion of the Real Property or for the relocation of any roadway providing access to such Real

Property.

(u)

Utilities and Public Access.

All of the various utility services required to service the Real Property for its intended use (including, without limitation, steam

supply, electric power, domestic water, sewerage storm water, gas and telecommunications) and other utilities have been or will be made

available to the Amphitheater Projects and the Real Property, and will be provided by the local municipalities or utility companies.

(v)

Separate Lots. Each

of the El Paso Property, the McKinney Property, the Centennial Property, and the SHC Property is comprised of one (1) or more contiguous

parcels which constitute a separate tax lot or lots and does not constitute or include a portion of any other tax lot.

(w)

Assessments. There

are no pending or proposed special or other assessments for public improvements or otherwise affecting the Real Property, nor are there

any contemplated improvements to the Real Property that may result in such special or other assessments.

(x)

Certificate of Occupancy; Licenses.

All certifications, permits, licenses and approvals, including but not limited to, certificates of occupancy, if applicable (collectively,

the “Licenses”) required as of the date hereof with respect to the Real Property

and the construction (but not the occupancy or operation) of the Amphitheater Projects have been obtained and are in full force and effect.

(y)

Flood Zone. None of

the Improvements on the Real Property are located in an area as identified by the Federal Emergency Management Agency as an area having

special flood hazards or, if so located, the flood insurance required pursuant to Section 5(d) hereof is in full force and effect with

respect to the Real Property.

(z)

Physical Condition.

The Real Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems,

roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors,

landscaping, irrigation systems and all structural components are in good condition, order and repair in all material respects. There

exists no structural or other material defects or damages in the Real Property, whether latent or otherwise, and neither Company nor

any Guarantor has received notice from any insurance company or bonding company of any defects or inadequacies in the Real Property,

or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges

thereon or of any termination or threatened termination of any policy of insurance or bond.

(aa)

Boundaries. All of

the Improvements lie wholly within the boundaries and building restriction lines of the Real Property, and no improvements on adjoining

properties encroach upon the Real Property, and no easements or other encumbrances upon the Real Property encroach upon any of the Improvements,

so as to adversely affect the value or marketability of the Real Property except those easements or other encumbrances with respect to

which the Title Policy insures against any losses resulting therefrom.

(bb)

Leases. The Real Property

is not subject to any lease, sublease or sub-sublease, letting, license, concession, or other agreement (whether written or oral and

whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or

any portion of any space in the Real Property Leases (collectively, “Leases”),

other than the Ground Leases. No Person has any possessory interest in the Real Property or right to occupy the same except under and

pursuant to the provisions of the Ground Leases.

(cc)

Ground Lease.

(i)

El Paso Ground Owner is the current owner and lessor of landlord’s interest in the El Paso Ground Lease, and Sunset at El Paso,

LLC, a Colorado limited liability company, is the current owner and lessee of tenant’s interest therein. McKinney Ground Owner

is the current owner and lessor of landlord’s interest in the McKinney Ground Lease, and Sunset at McKinney, LLC, a Colorado limited

liability company is the current owner and lessee of tenant’s interest therein.

(ii)

Each Ground Lease is in full force and effect and there have not been amendments or modifications to the terms of the Ground Lease, with

the exception of written instruments which have been recorded or as disclosed to Lender in this Agreement.

(iii)

The Ground Lease may not be terminated, surrendered or amended without the prior written consent of Lender and any such action without

Lender’s consent shall not be binding on Lender.

(iv)

Except for the Permitted Liens and other encumbrances of record, the Ground Lease Party’s interests in any Ground Lease are not

subject to any Liens or encumbrances superior to, or of equal priority with, the applicable Deed of Trust other than the Property Owner’s

related fee interest. The Ground Lease shall remain prior to any Lien upon the related fee interest that may hereafter be granted.

(v)

Each Ground Lease Party’s interest in the Ground Lease is assignable, without the consent of any other Ground Lease Party, to Lender,

the purchaser at any foreclosure sale or the transferee under a deed or assignment in lieu of foreclosure in connection with the foreclosure

of the Lien of the Deed of Trust or transfer of leasehold estate by deed or assignment in lieu of foreclosure. Thereafter, the Ground

Lease is further assignable by such transferee and its successors and assigns without the consent of any Ground Lease Party.

(vi)

All rights of any Ground Lease Party under each Ground Lease may be exercised by or on behalf of Lender upon an Event of Default hereunder.

As of the date hereof, each Ground Lease is in full force and effect and no default has occurred on the part of any Ground Lease Party

under the applicable Ground Lease, nor to Company or any Guarantor’s knowledge has any default occurred by the applicable Ground

Lease Parties under such Ground Lease. There is no existing condition which, but for the passage of time or the giving of notice, could

result in a default by any Ground Lease Party. The Ground Leases permits all leasehold interests to be encumbered by a mortgage, or the

applicable Ground Lease Parties have approved and consented to the encumbrance of the applicable Ground Lease Party’s interest

by the Deeds of Trust.

(dd)

Development Agreements.

The El Paso 380 Agreement

and the McKinney 380 Agreement are each in full force and effect, and no default or event which, with the giving of notice, the passage

of time, or both, would constitute a default exists thereunder.

Covenants.

Until the Obligations have been paid in full, the Company and each Guarantor covenants

and agrees that:

(a)

Maintenance of Business. The

Company and each Guarantor shall preserve and maintain its existence and all licenses, permits, approvals and other rights necessary

to the proper conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse

Effect.

(b)

Maintenance of Property. The

Company and each Guarantor shall maintain and preserve the Collateral in good repair, working order and condition, ordinary wear and

tear excepted.

(c)

Taxes. The

Company and each Guarantor shall duly pay and discharge all taxes, rates, assessments, fees, and governmental charges of any kind or

nature upon or against it, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent

that the same are being contested in good faith and by appropriate proceedings and adequate reserves are provided therefore or would

not be expected to have a Material Adverse Effect.

(d)

Insurance. The

Company and each Guarantor shall insure and keep insured the Collateral with sound and reputable insurance companies reasonably acceptable

to Lender, against loss or damage as is customary for similarly situated businesses (the “Insurance”), and, upon request,

shall provide Lender with certificates evidencing such insurance and that the applicable premium has been paid.

the event the Real Property is ever found to be in a flood zone, the Company and each Guarantor hereby agrees to obtain flood insurance

as is customary for similarly situated real property in such amounts and with such deductibles and under policies in such form as shall

be reasonably satisfactory to Lender. In the event the Company or any Guarantor does not obtain or maintain the flood insurance as required

in this paragraph within thirty (30) days after written notice of such failure is received from Lender, Lender shall be permitted to

purchase such flood insurance, at the Company’s and the Guarantors’ sole cost and expense.

The

Company and each Guarantor hereby agrees to direct all insurers under the Real Property Insurance to pay all proceeds payable thereunder

to Lender and all proceeds received by Lender shall be delivered to the Company or the applicable Guarantor for the sole purpose of replacing

or repairing the damaged Real Property Collateral, except if an Event of Default has occurred and is continuing in which case such proceeds

may be applied to the Obligations in such order and manner as Lender shall reasonably determine. Upon the occurrence and during the continuance

of an Event of Default, the Company and each Guarantor irrevocably, makes, constitutes and appoints Lender (and all authorized representatives,

employees or agents designated by Lender) as the Company’s and each Guarantor’s true and lawful attorney-in-fact (and agent-in-fact)

for the purpose of making, settling and adjusting claims with respect to any Real Property Collateral under the Real Property Insurance,

endorsing the name of the Company or any Guarantor on any check, draft, instrument or other item of payment for the proceeds of the Real

Property Insurance payable in with respect to any Real Property Collateral and making all determinations and decisions with respect to

the Real Property Insurance with respect to any Real Property Collateral. In the event that Lender is entitled hereunder to receive proceeds

under the Real Property Insurance, Lender will have no obligation to see to the proper application of any Real Property Insurance proceeds

paid over to the Company or any Guarantor, nor will any such proceeds received by Lender bear interest or be subject to any other charge

for the benefit of the Company or any Guarantor. Upon the occurrence and during the continuance of any Event of Default, Lender may,

prior to the application of any Real Property Insurance proceeds, commingle them with Lender’s own funds and otherwise act with

regard to such proceeds as Lender may determine in Lender’s sole discretion.

the Company or any Guarantor at any time or times hereafter shall fail to obtain or maintain any of the Real Property Insurance or to

pay any premium in whole or in part relating thereto, then Lender, without waiving or releasing any obligation or default by the Company

or any Guarantor hereunder, may (but shall be under no obligation to) obtain and maintain the Real Property Insurance and pay such premiums

and take such other actions with respect thereto as Lender deems advisable. All sums disbursed by Lender in connection with any such

actions, including without limitation reasonable attorney’s fees, expenses, and costs, and other charges relating thereto, shall

constitute Obligations hereunder and shall be payable on demand by the Company or the applicable Guarantor to Lender and, until paid,

shall bear interest at the Default Rate.

(e)

Reporting. The

Company and each Guarantor shall maintain a standard system of accounting in accordance with GAAP and shall furnish Lender such financial

and other information as Lender may reasonably request, including prompt written notice of (i) any material adverse change in the Company’s

or any Guarantor’s financial condition, (ii) any threatened or pending litigation that could reasonably be expected to have a Material

Adverse Effect, and (iii) the occurrence of any Default or Event of Default.

(f)

Inspection. The

Company and each Guarantor shall permit Lender, and its duly authorized representatives and agents, during regular business hours and

with not less than twenty-four (24) hours’ prior notice (except after the occurrence of an Event of Default), to inspect the Collateral

and its books and records.

(g)

Liens. The

Company and each Guarantor shall not create, assume or permit to exist any security interest, encumbrance, mortgage, deed of trust, or

other Lien (including, but not limited to, a Lien of attachment, judgment or execution) affecting any of the Collateral (including investment

properties and Subsidiaries), or execute or allow to be filed any financing statement or continuation thereof affecting any of the Collateral,

except for Permitted Liens.

(h)

Borrowings and Guaranties. Without

Lender’s prior written consent, the Company and each Guarantor shall not issue, incur, assume, create or have outstanding any indebtedness

for borrowed money (including leases), or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or

undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or otherwise assure a

creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another,

or subordinate (other than in the ordinary course of business) any claim or demand it may have to the claim or demand of any other Person;

provided, however, that the foregoing shall not restrict nor operate to prevent nor require Lender’s prior written consent with

respect to:

(i)

the Obligations of the Company and each Guarantor to Lender of any kind or nature;

(ii)

endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;

(iii)

current accounts payable in the ordinary course of the Company’s and each Guarantor’s business;

(iv)

indebtedness between and among the Company and the Company’s wholly owned subsidiaries;

(v)

fixtures or equipment (excluding inventory) purchased and financed within the ordinary course of business;

(vi)

obligations arising under the Pueblo Facility;

(vii)

obligations arising under [***]; provided, that the terms thereof (A) are

in no way adverse to Lender’s interests and (B) expressly provide that borrower thereof may collaterally assign proceeds of such

[***] to Lender or another secured party;

(viii)

obligations arising under any indebtedness extended to the Company to finance the project at the Broken Arrow Property;

(ix)

obligations arising under any indebtedness extended to the Company to finance the project at the Centennial Property; provided that definitive

documentation for [***] relating to the project at the Broken Arrow Property and

the project at the Centennial Property shall have been entered into, the initial fundings thereunder shall have occurred, and the proceeds

thereof shall have been applied in accordance with the mandatory prepayment provisions hereof;

(x)

the execution and delivery of deliver triple-net leases with respect to interests and rights in “Lux FireSuites” or other

fractional ownership interests for, or at, current and in-development amphitheater projects; or

(xi)

obligations arising in connection with Permitted Liens.

(i)

Compliance with Laws; Environmental Matters. The

Company and each Guarantor shall comply in all respects with the requirements of all federal, state, and local laws, rules, regulations,

ordinances and orders applicable to or pertaining to its assets or business operations, including all Environmental Laws, except where

the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or result

in a Lien upon the Collateral (except Permitted Liens), and shall promptly notify Lender of any noncompliance with Environmental Laws.

(j)

ERISA. The

Company and each Guarantor shall promptly pay and discharge all obligations and liabilities arising under ERISA of a character which

if unpaid or unperformed could reasonably be expected to result in the imposition of a Lien against any of the Collateral (other than

Permitted Liens). The Company and each Guarantor shall promptly notify Lender of the occurrence of an ERISA Event.

(k)

Change in Nature of Business. The

Company and each Guarantor shall not engage in any business or activity that would materially change the general nature of its business

as conducted as of the date hereof.

(l)

Mergers, Consolidations and Sales. The

Company and each Guarantor shall not liquidate, dissolve, merge or consolidate with or into any other entity, or transfer, lease or dispose

of all or any part of the Collateral, including any sale-leaseback transaction, without Lender’s prior written consent, not to

be unreasonably withheld.

(m)

Investments, Acquisitions, Loans and Advances. The

Company and each Guarantor shall not, directly or indirectly, make, retain or have outstanding any investments (whether through purchase

of stock or obligations or otherwise) in, or loans or advances to (other than for travel advances and other similar cash advances made

to employees in the ordinary course of business), any other Person, or acquire all or any substantial part of the assets or business

of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent:

(i)

investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute

full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of

the date of issuance thereof;

(ii)

investments in commercial paper rated at least P-1 by Moody’s and at least A-1 by S&P maturing within one year of the date

of issuance thereof;

(iii)

investments in certificates of deposit issued by Lender or by any United States commercial bank having capital and surplus of not less

than $100,000,000 which have a maturity of one year or less;

(iv)

investments in repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in

subsection (i) above entered into with any bank meeting the qualifications specified in subsection (iii) above, provided all such agreements

require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book

Entry System;

(v)

investments in money market funds that invest solely, and which are restricted by their respective charters to invest solely, in investments

of the type described in the immediately preceding subsections (i), (ii), (iii), and (iv) above;

(vi)

accounts receivable arising in the ordinary course of business; and

(vii)

any notes or instruments received in settlement of amounts owed to the Company or any Guarantor.

determining the amount of investments, acquisitions, loans, and advances permitted under this Section, investments and acquisitions shall

always be taken at the original cost thereof less any amounts retained in respect of such investment or acquisition (regardless of any

subsequent appreciation or depreciation therein), and loans and advances shall be taken at the principal amount thereof then remaining

unpaid.

(n)

Burdensome Contracts with Affiliates. The

Company and each Guarantor shall not enter into any contract, agreement or business arrangement with any of its Affiliates on terms and

conditions which are less favorable to the Company or any applicable Guarantor than would be generally available on an arms-length basis

from unrelated third parties.

(o)

Distributions. The

Company and each Guarantor may make distributions so long as no Default or Event of Default exists or would result therefrom.

(p)

Use of Proceeds. The

Company and each Guarantor shall use the credit extended under this Note solely for the purposes set forth in, or otherwise permitted

by, Section 4(c).

(q)

Notification of Default. The

Company and each Guarantor shall give Lender immediate written notice upon becoming aware of any condition or event constituting a Default

or Event of Default.

(r)

Capital Expenditures. The

Company and each Guarantor may make capital expenditures in or ordinary course of its business so long as no Event of Default exists

or would exist after giving effect to such capital expenditures.

(s)

Ownership Repurchase. The

Company shall not repurchase any ownership interest in the Company without Lender’s prior written consent.

(t)

Material Notices. The

Company and each Guarantor shall give Lender prompt written notice of any and all (a) litigation, arbitration or administrative proceedings

to which affects the Collateral; (b) other matters which have resulted in, or might result in a material adverse change in the Collateral

or the financial condition or business operations of the Company or any Guarantor, and (c) any enforcement, cleanup, removal or other

governmental or regulatory actions instituted, completed or threatened against the Company, any Guarantor, or any of its or their properties.

(u)

Prohibited Activities. The

Company and each Guarantor shall not use or permit the use of the Collateral in violation of applicable law, including laws relating

to controlled substances.

(v)

Cost Overruns. The

Company and each Guarantor shall fund any cost overruns associated with improvements relating to the McKinney Property, the El Paso Property

and the Centennial Property.

(w)

Further Assurances. The

Company and each Guarantor shall execute and deliver to Lender upon request, and pay the costs of preparation thereof, all such other

and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements in this Note or

any of the other Loan Documents. The Company and each Guarantor will from time to time execute, deliver, endorse and authorize the filing

of any instruments, documents, conveyances, assignments, security agreements, financing statements, control agreements and other agreements

that Lender may reasonably request or cause Lender’s name to be noted as secured party on any certificate of title for titled Equipment

in order to secure, protect, perfect or enforce Lender’s Lien in any Collateral or Lender’s rights under any Loan Document

(but any failure to request or assure that the Company or any Guarantor executes, delivers, endorses or authorizes the filing of any

such item shall not affect or impair the validity, sufficiency or enforceability of any Loan Document or Lender’s Lien in Collateral,

regardless of whether any such item was or was not executed, delivered or endorsed in a similar context or on a prior occasion).

(x)

Preservation and Possession of Collateral. The

Company and each Guarantor shall use commercially reasonable efforts to keep the Collateral in good order, condition and repair in all

material respects (reasonable wear and tear excepted); not use the Collateral in any material respect in violation of the provisions

of this Note; not use the Collateral in any material respect in violation of any other agreement relating to the Collateral or any policy

insuring the Collateral or any applicable statute, law, bylaw, rule, regulation or ordinance; and not permit any Collateral to be or

become a fixture to Real Property or an accession to other personal Property unless Lender has a valid, perfected and first priority

(except with respect to Collateral subject to a Permitted Lien) Lien for the benefit of Lender in such Property.

(y)

Changes in Entity Structure or Location. The

Company and each Guarantor shall not, without prior written notice to Lender, alter its corporate existence, merge or consolidate with

any other entity, change its state of incorporation or organization, change its registered name, or change the location of its chief

executive office or the location where its books and records are kept.

(z)

Post-Closing Matters. The

Company and each Guarantor will take each of the actions set forth on Schedule II hereto within the time period prescribed therefor

on such schedule (as such time period may be extended by Lender in its sole discretion).

(aa)

McKinney and El Paso Property Consents. The

Company, McKinney Improvement Owner and McKinney Ground Owner will, after consultation with Lender, each use commercially reasonable

efforts to obtain any consents, waivers, or other permissions from the City of McKinney, Texas to permit (a) the granting and perfection

of the Lien of the Deed of Trust and the other Loan Documents on the McKinney Property in favor of Lender and (b) the exercise by Lender

of its rights and remedies thereunder, including any foreclosure or other enforcement actions with respect thereto, (c) a right of Lender

to receive any incentives, rebates, reimbursements or other amounts payable under the McKinney 380 Agreement following an Event of Default

by Company hereunder, pursuant to an Incentive Assignment Agreement, and (d) only if [***]have

not been received by the Company and applied in accordance with the mandatory prepayment provisions hereof by October 15, 2026, the collateral

assignment of the McKinney 380 Agreement in favor of Lender. The Company, the El Paso Improvement Owner and El Paso Ground Owner, will,

after consultation with Lender, each use commercially reasonable efforts to obtain any consents, waivers, or other permissions from the

City of El Paso, Texas to permit (x) a right of Lender to receive any incentives, rebates, reimbursements or other amounts payable under

the El Paso 380 Agreement following an Event of Default by Company hereunder pursuant to an Incentive Assignment Agreement and (y) only

[***] with respect to [***] have not been

received by the Company and applied in accordance with the mandatory prepayment provisions hereof by October 15, 2026, the collateral

assignment of the El Paso 380 Agreement in favor of Lender.

(bb)

El Paso Property Repayments. If

the Company, El Paso Improvement Owner or El Paso Ground Owner is required to repay the purchase price of the El Paso Property for any

reason, then it will make such payment or ensure that Lender, Lender’s Affiliates, or Lender’s assigns are permitted to make

such payment on the Company’s behalf.

(cc)

The Company will not cease to own and control (i) 100% of the voting interests of any Guarantor, (ii) 100% of the economic interests

in McKinney Ground Owner and El Paso Ground Owner, (iii) at least 60% of the economic interests in McKinney Improvement Owner, El Paso

Improvement Owner and Centennial Owner, and (iv) at least 40% of the economic interests in SHC Owner.

(dd)

The Company will, and will cause its subsidiaries to, for the period of five years beginning on the date hereof, engage Ryan, LLC and/or

its applicable subsidiaries to provide substantially all of the Company’s and its subsidiaries’ tax work, except for limited

local and regional tax work which Ryan, LLC and/or its applicable subsidiaries do not perform and work (i) related to their K-1 preparation

for interest holders in respect of non-wholly owned subsidiaries and (ii) in support of the VENU Foundation (the “Tax

Work”). Any Tax Work for which Lender is engaged will be performed at reasonable market rates.

The Company will, and will cause its subsidiaries to, prepare statements of work related to such Tax Work for Ryan, LLC’s review

and approval as promptly as practicable following the date of this agreement and as the commercial need for such work shall arise, and

take such further steps as Ryan, LLC may reasonably request from time to time to evidence such engagement. Notwithstanding anything to

the contrary contained herein or in any other Loan Document, the obligations under this Section 5(dd) shall survive repayment

of the Note, the Maturity Date and/or any other termination hereof.

(ee)

Use of Property. Property

Owner shall cause its Real Property to be used, operated and maintained in compliance with all applicable Legal Requirements in a manner

consistent with past practices of use, operation and maintenance and Company and Property Owner will not cause or permit any non-conforming

use applicable to all or any portion of the Real Property under applicable zoning laws to be discontinued or the non-conforming Improvement

to be abandoned without the express written consent of Lender.

(ff)

No Joint Assessment.

Property Owner shall not suffer, permit or initiate the joint assessment of its Property (a) with any other real property constituting

a tax lot separate from the Real Property, and (b) which constitutes real property with any portion of the Real Property which may be

deemed to constitute personal property, or any other action or procedure whereby the lien of any taxes which may be levied against such

personal property shall be assessed or levied or charged to such real property portion of the Real Property.

(gg)

No Further Encumbrances. Property

Owner shall do, or cause to be done, all things necessary to keep and protect the Real Property and all portions thereof unencumbered

from any Liens, easements or agreements granting rights in or restricting the use or development of the Real Property, except for Permitted

Liens. Neither the Company nor any Guarantor shall enter into any contract, agreement or business arrangement or something similar that

prohibits, restricts, limits or invalidates any lien, mortgage or security interest in the Collateral created or purported to be created

pursuant to the Loan Documents.

(hh)

Partition. Property

Owner shall not partition its Real Property.

(ii)

Transfer Assets. Property

Owner shall not Transfer any interest in the Real Property except, in each case, as may be expressly permitted herein or in the other

Loan Documents or as otherwise expressly approved by Lender in its sole discretion.

(jj)

Access to Property.

Property Owner shall permit agents, representatives and employees of Lender to inspect the Real Property or any part thereof during normal

business hours on Business Days upon reasonable advance notice.

(kk)

Construction Contracts.

(i)

Property Owner shall (i) promptly perform and observe all covenants, agreements and conditions required to be performed and observed

by it under any agreement, contract, permit, license or other instrument relating to the development, construction, ownership, use, operation,

management or maintenance of the Amphitheater Projects or otherwise affecting any Real Property, including but not limited to the El

Paso 380 Agreement and the McKinney 380 Agreement (collectively, the “Property Contracts”), and do all things

necessary to preserve and to keep unimpaired its rights thereunder, (ii) promptly notify Lender in writing of the giving of any written

notice of any default by any party under any Property Contract of which it is aware and (iii) promptly enforce the performance and observance

of all of the covenants, agreements and conditions required to be performed and/or observed by any other party under each Property Contract

to which Property Owner is a party in a commercially reasonable manner as reasonably determined by Property Owner.

(ii)

Property Owner shall not, without Lender’s prior written consent: (i) enter into, surrender or terminate any Property Contract

to which it is a party or to which Property Owner or the Real Property is subject, (ii) increase or consent to the increase of the amount

of any charges under any Property Contract to which it is a party or to which Property Owner or the Real Property is subject, except

as provided therein or on an arm’s-length basis and commercially reasonable terms; or (iii) otherwise modify, change, supplement,

alter or amend, or waive or release any of its rights and remedies under any Property Contract to which it is a party or to which Property

Owner or the Real Property is subject in any material respect, except on an arm’s-length basis and commercially reasonable terms.

(iii)

Property Owner shall not enter into any Property Contract without Lender’s prior written consent if such Property Contract (i)

provides for any option to purchase and/or a right of first refusal to purchase any portion of the Real Property or any other property;

(ii) provides any option for additional space or term; or (iii) provides for any obligations that are personal to the identity of, and

by their nature, could only be carried out only by Property Owner.

(ll)

Appraisals. At its sole expense Lender shall have the right to order appraisals on the Real Property from time to time.

(mm)

Leases.

(i)

Property Owner shall not rent, lease, license or otherwise grant an interest in all or any portion of the Real Property without the prior

written consent of Lender.

(ii)

Property Owner, Guarantor, or an Affiliate thereof, as applicable (i) shall observe and perform the obligations imposed upon the lessor

under the Leases in a commercially reasonable manner; (ii) (1) shall enforce each of the terms, covenants and conditions imposed upon

the lessor under the Leases and (2) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee

thereunder to be observed or performed in a commercially reasonable manner; (iii) shall not amend, modify or terminate any of the terms,

covenants and conditions contained in the Leases without the prior written approval of Lender.

(iii)

Any security deposits held by Property Owner, Guarantor, or an affiliate thereof shall be held in compliance with Legal Requirements

and any provisions in Leases relating thereto. Upon the occurrence of an Event of Default, within five (5) Business Days following Lender’s

written request, Property Owner shall (i) deposit with Lender an amount equal to the aggregate security deposits of the Tenants (and

any interest theretofore earned on such security deposits received by Property Owner), except to the extent that, prior to the occurrence

of such Event of Default, any such security deposits were applied in accordance with the terms and conditions of the applicable Leases

and the terms of the Loan Documents, and (ii) deliver to Lender all letters of credit, bonds and other instruments delivered by Tenants,

except to the extent that, prior to the occurrence of such Event of Default, Property Owner shall have returned such letters of credit,

bonds or other instrument to the applicable Tenants or applied amounts in respect of such letters of credit, bonds or other instruments,

in each case under this clause (ii), in accordance with the terms and conditions of the applicable Leases and the terms of the

Loan Documents. All amounts deposited with Lender pursuant to the immediately preceding sentence shall be held by Lender and either made

available to Property Owner or delivered to the applicable Tenant, in each case, only as and when required pursuant to the applicable

Lease.

(iv)

All agreements entered into by or on behalf of Property Owner that require payment of leasing commissions or other similar compensation

to any party shall (i) provide that the obligation will not be enforceable against Lender or any Lender and (ii) be subordinate to the

lien of the Deed of Trust.

(nn)

Licenses. Without

limiting the other provisions of this Agreement and the other Loan Documents, Property Owner shall keep all Licenses, or shall use commercially

reasonable efforts to cause the applicable party to keep, such Licenses in full force and effect and, during the continuance of an Event

of Default, to the extent permitted by Legal Requirements, Property Owner will, at the cost of Property Owner, and without expense to

Lender, execute, acknowledge and deliver all such writings and take any all further actions necessary or reasonably requested by Lender

to transfer any Licenses with respect to the Real Property into the name of Lender or its designee. To the extent any such Licenses cannot

be so transferred to Lender or its designee under applicable law, Property Owner shall continue to hold and maintain such Licenses in

full force and effect for the benefit of Lender until such time as Lender can obtain such License in its own name or the name of a designee.

Without limiting the foregoing, Property Owner shall execute such interim management, leasing or other agreements (which shall be in

form and substance reasonably satisfactory to Lender and the applicable licensing authorities) as may be required for Lender to continue

operations at the Real Property pursuant to such Licenses until such Licenses are transferred to, or are otherwise obtained by, Lender

or its designee. Property Owner constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution

to complete or undertake any action required of Property Owner under this Section 5.1.31(a) in the name of Property Owner in the event

Property Owner fails to do the same.

(oo)

REAs. Property

Owner shall (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed

and observed by it under the REAs and do all things necessary to preserve and to keep unimpaired Property Owner’s rights thereunder;

(ii) promptly notify Lender of any material default under the REAs of which it is aware.

(pp)

Title Policy. Property

Owner shall (i) pay to Lender all amounts payable to Property Owner under the Title Policy with respect to the Real Property and (ii)

shall not amend or modify the Title Policy without Lender’s prior written consent.

(qq)

Ground Lease.

(i)

Property Owner shall, at its sole cost and expense, promptly perform and observe all material terms, covenants and conditions required

to be performed by Property Owner as lessor or lessee under the Ground Lease, including payment of all rent, additional rent, percentage

rent and other charges due thereunder. If Property Owner is in default under a Ground Lease, Property Owner shall, subject to the terms

of the Ground Lease, grant Lender the right (but not the obligation) to cure such default and otherwise exercise Property Owner, Guarantor,

or an Affiliate thereof rights under the Ground Lease, and all sums expended by Lender to cure such default shall be paid by Property

Owner to Lender on demand, with interest at the rate set forth in this Agreement from the date expended to the date reimbursed, and shall

be secured by the Deed of Trust.

(ii)

Company shall promptly notify Lender in writing of any default by Property Owner or Ground Lease Party under the Ground Lease (delivering

a copy of any related written notice within five (5) Business Days of receipt), and shall promptly notify Lender of, and deliver a copy

of any notice of, any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease, in each case within five (5) Business

Days of Property Owner’s receipt.

(iii)

Within ten (10) days after Lender’s written demand, Company shall obtain from any Ground Lease Party and furnish to Lender an estoppel

certificate stating the date through which rent has been paid and specifying any claimed defaults under the Ground Lease.

(iv)

Property Owner shall promptly execute, acknowledge and deliver to Lender such instruments as may be required to permit Lender to cure

any default under, or otherwise take action to remedy and preserve its security interest with respect to, the Ground Lease. Property

Owner irrevocably appoints Lender as its attorney-in-fact, coupled with an interest and irrevocable, to execute any such documents and

take such action in Property Owner’s name after the occurrence of an Event of Default.

(v)

If Lender (or its nominee, designee, successor or assignee) acquires Property Owner’s title and/or rights under the Ground Lease

by foreclosure of the Deed of Trust, deed or assignment in lieu of foreclosure or otherwise, such party shall succeed to and may exercise

all of Property Owner’s rights and benefits under the Ground Lease. At Lender’s request, Property Owner shall execute and

use commercially reasonable efforts to cause any third party to execute such documents as Lender and its counsel may require to make

this provision validly and legally enforceable against Property Owner and all parties claiming through Property Owner.

(vi)

Property Owner shall not, without Lender’s written consent, fail to exercise any option or right to renew or extend the Ground

Lease term, and shall give Lender immediate written notice thereof and execute, acknowledge, deliver and record any document Lender requests

to evidence the Deed of Trust’s lien on the extended or renewed term; provided, however, Property Owner need not

exercise any such option or right if Lender has consented in writing to Property Owner forgoing it. If Property Owner fails to timely

exercise any such option or right, Lender may exercise it as Property Owner’s agent and attorney-in-fact, in its own name or that

of its nominee, as Lender may determine in its sole and absolute discretion.

(vii)

Property Owner shall not waive, excuse, condone or in any way release or discharge any Ground Lease Party from its obligations, covenants

or conditions under the Ground Lease without Lender’s prior written consent.

(viii)

Property Owner shall not, without Lender’s prior written consent, surrender, terminate or forfeit, or suffer or permit the surrender,

termination or forfeiture of, or change, modify or amend, the Ground Lease or the leasehold estate created thereby, other than an expiration

of the Ground Lease pursuant to its terms.

(ix)

Property Owner hereby assigns to Lender, as further security for the Loan Documents, all rights, privileges and prerogatives of Property

Owner, as tenant under the Ground Lease, to surrender the leasehold estate or to terminate, cancel, modify, change, supplement, alter

or amend the Ground Lease in any material respect, and any such action taken without Lender’s prior written consent shall be void

and of no force or effect.

(x)

Notwithstanding anything to the contrary in the Ground Lease, Property Owner shall not sublet any portion of the Real Property (other

than as permitted under Section 5.1.25 hereof) without Lender’s prior written consent. Each such sublease shall provide

that (i) it will not terminate upon termination of the Ground Lease, (ii) it will not terminate by reason of any Deed of Trust foreclosure

action unless the sublessee is specifically named and joined and a judgment is obtained against it, and (iii) upon such termination the

sublessee shall attorn to the lessor under the Ground Lease or to the foreclosure purchaser, as applicable. Any portion of the Real Property

so sublet shall be deemed included in the Real Property.

(rr)

Zoning and Entitlements. Property

Owner shall use and improve the Real Property in compliance with all land development, use, zoning and building code regulations and

shall not use the Real Property or construct any Improvements thereon in violation thereof. Property Owner shall not knowingly permit

or aid and abet any Tenant, sub-lessee, occupant or other Person claiming by or through Property Owner to violate or maintain a violation

of any land development, use, zoning or building code regulation, and shall promptly take commercially reasonable steps, including suit

in equity at its sole cost and expense, to cause any such violation to cease. Property Owner shall use commercially reasonable efforts

to promptly remove, by payment or agreed resolution, any code enforcement, nuisance abatement or unsafe structures lien on the Real Property

or any Improvements thereon, and to cure all notices of violation with respect to the Real Property. Without Lender’s prior written

consent, Property Owner shall not (i) initiate or consent to any zoning reclassification of any portion of the Real Property, (ii) seek

any variance, or allow any use of the Real Property, that could result in a non-conforming use under any zoning ordinance or other applicable

land use law, rule or regulation, or (iii) apply for any discretionary or other zoning approval of any matter affecting the zoning or

land use status of the Real Property.

(ss)

Certificate of Occupancy. Property

Owner shall use commercially reasonable efforts to obtain an unconditional permanent (or temporary) certificate of occupancy with respect

to the entire Amphitheater Projects and shall keep such certificate of occupancy in effect at all times thereafter. Upon the issuance

of a temporary certificate of occupancy, Property Owner shall (i) renew such certificate of occupancy on or prior to the expiration thereof

under applicable Legal Requirements and (ii) provide evidence satisfactory to Lender of such renewal within two (2) Business Days after

such renewal.

(tt)

Chapter 380 Agreement.

At all times until the

indefeasible payment in full of the Note and all other Obligations or the earlier expiration or termination of the Chapter 380 Agreements

in accordance with their respective terms, the El Paso 380 Agreement and the McKinney 380 Agreement (collectively, the “Chapter

380 Agreements”) shall remain in full force and effect. Company shall

timely perform and observe all of its obligations under the Chapter 380 Agreements and shall promptly notify Lender of any default or

notice of default thereunder.

Events of Default.

The occurrence of any of the following shall constitute an “Event

of Default” under this Note and the other Loan Documents:

(a)

Failure to Pay. The

Company or any Guarantor, as applicable, shall fail to pay (i) when due any principal payment on the due date hereunder or (ii) any interest

payment or other payment required under the terms of this Note or any other Loan Document on the date due and such failure continues

for five (5) Business Days following the due date thereof.

(b)

Breaches of Covenants. The

Company or any Guarantor shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note

or any other Loan Document (other than those specified in Section 6(a)), and such failure shall continue for ten (10) Business

Days after the earlier of the Company’s or such Guarantor’s actual knowledge thereof or written notice thereof from Lender.

(c)

Representations and Warranties. Any

representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of the Company or

any Guarantor to Lender in writing in connection with this Note or any other Loan Document proves to have been false, incorrect, incomplete

or misleading in any material respect when made or furnished;

(d)

Voluntary Bankruptcy or Insolvency Proceedings. the

Company or any Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself

or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii)

make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case

or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency

or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property

by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting

any of the foregoing;

(e)

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings

for the appointment of a receiver, trustee, liquidator or custodian of the Company or any Guarantor, or of all or a substantial part

of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect

to the Company or any Guarantor or any of their respective subsidiaries, if any, or the debts thereof under any bankruptcy, insolvency

or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed

or discharged within 45 days of commencement;

(f)

Cross-Default. A

material default or event of default by the Company or any Guarantor, beyond any applicable cure period, under any other loan agreement,

extension of credit, security agreement, or any other agreement with another lender;

(g)

Judgements. any

judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be entered or filed

against the Company or any Guarantor or against any of their assets (including the Collateral), and, in each case, which remains undischarged,

unvacated, unbonded or unstayed for a period of thirty (30) days, unless the same are being contested in good faith and by appropriate

proceedings which prevent enforcement of the matter under contest and as to which adequate reserves have been provided;

(h)

Collateral. The

Liens with respect to the Collateral granted to secure this Note cease to be valid or enforceable, or the Company shall assert, in any

pleading in any court of competent jurisdiction, that any such Liens are invalid or unenforceable.

(i)

Change of Control. The

occurrence of a Change of Control.

Remedies.

Upon the occurrence of any Event of Default (other than an Event of Default described

in Section 6(d) or 6(e)) and at any time thereafter during the continuance of such Event of Default, Lender may, by written

notice to the Company, declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without

presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or

in the other Loan Documents to the contrary notwithstanding. Upon the occurrence of any Event of Default described in Section 6(d)

or 6(e), immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become

immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly

waived. In addition to the foregoing, upon the occurrence and during the continuance of any Event of Default, Lender may, in addition

to any other rights available under the Loan Documents or applicable law: (a) exercise any and all rights and remedies available to a

secured party under the Uniform Commercial Code, including taking possession of, holding and selling the Collateral; (b) enter upon any

premises where the Collateral is located and take possession thereof; (c) sell, lease or otherwise dispose of the Collateral at public

or private sale upon at least ten (10) days’ prior written notice to the Company; (d) apply the proceeds of any sale or other disposition

of the Collateral to the Obligations, with the Company remaining liable for any deficiency; (e) seek specific performance, injunctive

relief or other equitable relief; and (f) exercise any other right, power or remedy permitted by the Loan Documents or applicable law,

either by suit in equity or by action at law, or both. All of Lender’s rights and remedies shall be cumulative and non-exclusive.

Definitions.

As used in this Note, the following capitalized terms have the following meanings:

“Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with, such Person.

“Anti-Terrorism

Law” and “Anti-Terrorism Laws” mean any applicable law related to money laundering or financing

terrorism including the USA Patriot Act, The Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330 and 12

U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § I et seq., as amended) and Executive

Order 13224 (effective September 24, 2001).

“Broken

Arrow Property” means the Broken Arrow property, as more particularly described in that certain Economic Development Agreement,

dated as of October 3, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified), by and among Sunset at

Broken Arrow, LLC, Broken Arrow Economic Development Authority and City of Broken Arrow, Oklahoma, together with any structures or fixtures

thereon.

“Business

Day” means any day other than a Saturday, Sunday or day on which banks are authorized or required to be closed in the State

of Texas.

“Centennial

Property” has the meaning set forth in Exhibit A.

“Change

of Control” means the consummation of: (i) the acquisition by a person or group of persons, in a single transaction or

a series of related transactions (by sale, merger, consolidation, recapitalization, reorganization or similar transaction) of more than

25% of the combined voting power of the outstanding securities of the Company or any subsidiary or any entity that is under common control

with the Company (a “Business Combination”), other than a Business Combination in which more than 25% of the

combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination

is held by JW Roth or his affiliates or (ii) a sale of all or substantially all of the Company’s and its subsidiaries assets, taken

as a whole.

“Code”

means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

“Collateral”

has the meaning set forth in Section 2 above.

“Collateral

Documents” means the Deeds of Trust, the Security Agreement, any Incentive Assignment Agreements, and all other security

agreements, pledge agreements, assignments, financing statements and other documents as shall from time to time secure or relate to the

Obligations, or any part thereof.

“Condemnation”

means (a) any taking of all or any part of any Real Property or any interest therein or right accruing thereto, whether by eminent domain

or otherwise, (b) any voluntary conveyance or transfer of all or any part of any Real Property or any interest therein or right accruing

thereto in lieu of or in anticipation of any such taking, and (c) any temporary or permanent loss of the use of all or any part of any

Real Property as a result of any action by any governmental authority or other person having the power of condemnation.

“Controlled

Group” means all members of a controlled group of entities and all trades or businesses (whether or not incorporated) under

common control which, together with the Company, are treated as a single employer under Section 414 of the Code.

“Controlled

Substances Laws” shall mean the Federal Controlled Substances Act (21 U.S.C. §801 et seq.) or any other similar or

related federal, state or local law, ordinance, code, rule, regulation or order.

“Deed

of Trust” shall mean any of (a) the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing

executed by El Paso Improvement Owner and El Paso Ground Owner for the benefit of Lender, as the same may be amended, modified, restated

or supplemented from time to time, securing a first lien position in the El Paso Property, (b) the Deed of Trust, Assignment of Leases

and Rents, Security Agreement and Fixture Filing executed by McKinney Improvement Owner and McKinney Ground Owner for the benefit of

Lender, as the same may be amended, modified, restated or supplemented from time to time, securing a first lien position in the McKinney

Property, (c) the Deed of Trust, Assignment of Rents and Leases and Security Agreement executed by Hall at Centennial LLC for the benefit

of Lender, as the same may be amended, modified, restated or supplemented from time to time, securing a first lien position in the Centennial

Property, and (d) the Deed of Trust, Assignment of Rents and Leases and Security Agreement executed by SHC Owner for the benefit of Lender,

as the same may be amended, modified, restated or supplemented from time to time, securing a second lien position in the SHC Property.

“Default”

means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an

Event of Default.

“El

Paso 380 Agreement” means that certain Chapter 380 Economic Development Agreement, dated as of July 2, 2024, by and between

the City of El Paso, Texas, a Texas home rule municipal corporation and Notes Live, Inc., a Colorado corporation, and its subsidiaries/affiliates

(as amended, restated, amended and restated, supplemented or otherwise modified).

“El

Paso Ground Lease” means that certain Ground Lease Agreement dated as of May 8, 2025, by and between El Paso Ground Owner,

as lessor, and Sunset at El Paso, LLC, as lessee.

“El

Paso Property” has the meaning set forth in Exhibit A.

“Environmental

Laws” means any laws or regulations relating: (i) to releases, discharges, emissions or disposals to air, water, land or

groundwater; (ii) to the withdrawal or use of groundwater; (iii) to the use, handling or disposal of Hazardous Substances, including,

without limitation, polychlorinated biphenyls (PCB’s), asbestos or urea formaldehyde; (iv) to the treatment, storage, disposal

or management of Hazardous Substances, and any other solid, liquid or gaseous substance, exposure to which is prohibited, limited or

regulated, or may or could pose a hazard to the health and safety of the occupants of any of the Company’s or its subsidiaries’

real properties or any Real Property adjacent to the Company’s or subsidiaries’ real properties; (v) to the exposure of Persons

to Hazardous Substances; and (vi) to the transportation, storage, disposal, management or release of gaseous or liquid substances, and

any order, injunction, judgment, declaration, notice or demand issued thereunder.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.

“ERISA

Affiliate” means any trade or business (whether or not incorporated) that is a member of a group which includes the Company

and which is treated as a single employer under Section 414 of the Code.

“ERISA

Event” means (a) any Reportable Event; (b) a withdrawal by the Company or any ERISA Affiliate from a Plan subject to §

4063 of ERISA during a plan year in which it was a substantial employer (as defined in § 4001(a)(2) of ERISA) or a cessation of

operations that is treated as such a withdrawal under§ 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or

any ERISA Affiliate from a Multiemployer Plan or the assertion by a Multiemployer Plan that the Company or any ERISA Affiliate has Withdrawal

Liabilities or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning

of Title IV of ERISA, or in endangered or critical status, within the meaning of§ 432 of the Code or § 305 of ERISA; (d) the

filing of a notice of intent to terminate or partially terminate a Plan with the PBGC or the actual termination or partial termination

of a Plan subject to Title IV of ERISA, the treatment of a Plan amendment as a termination or partial termination under § 4041 of

ERISA, the commencement of proceedings by the PBGC to terminate or partially terminate a Plan, or the termination or partial termination

of a Multiemployer Plan under § 4041A of ERISA; (e) an event or condition that would reasonably be expected to constitute grounds

under § 4042 of ERISA for the termination or partial termination of, or the appointment of a trustee to administer, any Plan; (f)

an application for a funding waiver or an extension of any amortization period pursuant to § 412 of the Code with respect to any

Plan; (g) a determination that any Plan is, or is expected to be, in “at risk” status (as defined in§ 430(i)(4) of the

Code or§ 303(i)(4) of ERISA); (h) a non-exempt prohibited transaction with respect to any Plan for which the Company is liable;

or (i) a violation of the applicable requirements of § 404 or 405 of ERISA or the exclusive benefit rule under§ 401(a)(2) of

the Code by any fiduciary or disqualified Person with respect to any Plan for which the Company is liable.

“Event

of Default” has the meaning given in Section 6 hereof.

“FireSuite

Receivables” has the meaning set forth in Exhibit A.

“Governmental

Authority” means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory

body.

“Ground

Lease” means, individually or collectively the El Paso Ground Lease and the McKinney Ground Lease, in each case as the

same may be amended, restated, supplemented, assigned, or otherwise modified from time to time in accordance with its terms and this

Agreement.

“Ground

Lease Party” means individually or collectively as the context so requires, each of the parties to each Ground Lease.

“Guarantor”

means, individually, McKinney Improvement Owner, McKinney Ground Owner, El Paso Improvement Owner, El Paso Ground Owner, Centennial Owner,

and SHC Owner, and each other Person, if any, who executes and delivers this Note (including a joinder to this Note) or a separate guaranty,

in each case for the benefit of Lender in connection with this Note, and “Guarantors” means, collectively,

all such Persons.

“Guaranty”

means a guaranty of payment and performance executed by a Guarantor for the benefit of Lender, and “Guaranties”

means, collectively, all such guaranties.

“Hazardous

Substances” means pollutants, contaminants, hazardous substances, hazardous wastes, or petroleum, and all other chemicals,

wastes, substances and materials listed in, regulated by, subject to, or deemed hazardous or toxic under any Environmental Law.

“Improvements”

shall mean all existing and future buildings, structures, facilities, fixtures, additions and similar construction to or on the Real

Property.

“Incentive

Assignment Agreements” shall mean any collateral assignment agreement required by Lender to perfect its Lien on any government

incentive payments and refunds and rebates.

“Legal

Requirements” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations,

ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Collateral or any part thereof, or the construction,

use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation,

any Environmental Laws, the Americans with Disabilities Act of 1990, as amended, and all permits, licenses and authorizations and regulations

relating thereto, the Controlled Substances Laws and all covenants, agreements, restrictions and encumbrances contained in any instruments,

either of record or known to Company or any Guarantor at any time in force affecting Company, any Guarantor, the Collateral or any part

thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to the Real Property or

any part thereof, or (b) in any way limit the use and enjoyment thereof.

“Lender”

shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder

of this Note.

“Lien”

means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, and any contingent

or other agreement to provide any of the foregoing but not including the interest of a lessor under a lease which is not a capital lease.

“Loan

Documents” shall mean this Note, the Collateral Documents, the Guaranties, and any other agreements, instruments or documents

delivered in connection herewith, in each case as the same may be amended, modified or supplemented from time to time.

“Material

Adverse Effect” means: (a) a material adverse change in, or an event or existence of a condition which has material adverse

effect upon, the financial condition of the Company or any Guarantor, which results in the material impairment of the ability of the

Company or any Guarantor to perform any of their respective obligations under the Loan Documents; (b) a material impairment of the rights

and remedies of Lender under the Loan Documents; or (c) a material adverse effect upon (i) the legality, validity, binding effect or

enforceability against the Company or any Guarantor of any Loan Document or the rights and remedies of Lender thereunder or (ii) the

perfection or priority of any Lien granted under any Collateral Document.

“McKinney

380 Agreement” means that certain Chapter 380, Grant, and Development Agreement, dated as of April 16, 2024, by and among

the City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation and Notes Live, Inc.

(as amended, restated, amended and restated, supplemented or otherwise modified).

“McKinney

FireSuite” has the meaning set forth in Schedule II.

“McKinney

Ground Lease” means that certain Ground Lease Agreement dated as of January 14, 2025, by and between McKinney Ground Owner,

as lessor, and Sunset at McKinney, LLC, as lessee

“McKinney

Property” has the meaning set forth in Exhibit A.

“Multiemployer

Plan” means a multiemployer plan (as defined in Section 400l(a)(3) of ERISA) to which the Company or any ERISA Affiliate

contributes or is obligated to contribute.

“Obligations”

shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Lender of every

kind and description, now existing or hereafter arising under or pursuant to the terms of this Note and the other Loan Documents, including,

all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable

by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and

whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U.S.C. Section 101 et seq.),

as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

“Other

Consideration” means, collectively, the Tax Work, the McKinney FireSuite and the Tax Partner and Branding Agreement.

[***]

“Permitted Liens” means (a) Liens

arising by statute; (b) mechanics’, workmen’s, materialmen’s, landlords’, warehousemen’s, carriers’

or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested

in good faith by appropriate proceedings which prevent enforcement of the matter under contest; (c) Liens granted in favor of Lender

pursuant to the Collateral Documents; (d) Liens resulting from taxes which have not yet become delinquent, and as to which adequate reserves

have been provided; (e) leases or licenses with respect to such Collateral; (f) encumbrances in the nature of zoning restrictions, easements

and rights or restrictions of record on the use of real property and which do not materially detract from the value of such property

or impair the use thereof in the business of the Company; (g) permitted exceptions to the Title Policy; (h) Liens under the Pueblo Facility;

(i) Liens under [***]; provided, that the terms thereof (A) are in no way

adverse to Lender’s interests and (B) expressly provide that borrower thereof may collaterally assign [***]

to Lender or another secured party; (j) existing Liens on (i) the SHC Property under the Pueblo Facility and (ii) the McKinney

Property and personal property appurtenant thereto pursuant to the McKinney 380 Agreement and the promissory note delivered by the Company

in connection with the McKinney 380 Agreement in favor of the McKinney Economic Development Corporation, in each case, under this clause

(j) that are in the public record as of the date of this Note and that were disclosed to Lender prior to the date of this Note; and

(k) such other Liens as may be permitted by Lender in writing.

“Person”

shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability

company, an unincorporated association, a joint venture or other entity or a governmental authority.

“Property”

means, as to any Person, all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included

in the most recent balance sheet of such Person and its subsidiaries.

“Property

Owner” means, with respect to any Real Property, (a) the Guarantor that owns, directly or indirectly, the fee, leasehold

or other ownership interest in such Real Property, and (b) the Company and each Affiliate of the Company to the extent such Person has

any ownership, management, control or other interest in, or rights or obligations relating to, such Real Property.

“Pueblo

Facility” means that certain Credit Agreement, dated as of May 27, 2025, by and between the Company, as borrower, and the

Pueblo Bank and Trust Company d/b/a PB&T Bank, as lender, and all other Loan Documents (as defined therein) related thereto.

“REA”

means, individually and/or collectively, as the context may require, each reciprocal easement, covenant, condition and restriction agreement

or similar agreement affecting the Real Property and any future reciprocal easement or similar agreement affecting the Property.

“Real

Property” shall mean with respect to any of the McKinney Property, El Paso Property, the Centennial Property, and the SHC

Property, each as more fully described in Exhibit A hereto, the applicable property owner’s right, title and interest to

the following: (a) all buildings, structures, and Improvements now or hereafter located on such tracts, as well as all rights-of-way,

easements, and other appurtenances thereto; (b) any land lying between the boundaries of such tracts and the center line of any adjacent

street, road, avenue, or alley, whether opened or proposed; (c) all of the rents, income, receipts, revenues, issues and profits of and

froth such tracts and Improvements; (d) in any (i) water and water rights (whether decreed or undecreed, tributary, nontributary or not

nontributary, surface or underground, or appropriated or. unappropriated); (ii) ditches and ditch rights; (iii) spring and spring rights;

(iv) reservoir and reservoir rights; (v) well rights, whether adjudicated or evidenced by any well or other permit; (vi) decreed or pending

plan or augmentation or water exchange plan; and (vii) shares of stock in water, ditch and canal companies and all other evidence of

such rights, which are now owned or hereafter acquired by the applicable property owner and which are appurtenant to or which have been

used in connection with such tracts or Improvements, if any; (e) all oil and gas rights, minerals, trees, shrubs, flowers and landscaping

features now or hereafter located on, under or above such tracts, if any, which are now owned or hereafter acquired by the applicable

property owner; (f) all machinery, apparatus, equipment, fittings, fixtures (whether actually or constructively attached, and including

all trade, domestic, and ornamental fixtures) now or hereafter located in, upon, or under such tracts or Improvements and used or usable

in connection with any present or future operation thereof, including but not limited to all equipment for the purposes of supplying

or distributing heating, air-conditioning, freezing, lighting, gas, water, air, laundry, incinerating and power equipment, all elevators

and related machinery; including but not limited to engines; pipes; pumps; tanks; motors; conduits; switchboards; plumbing, lifting,

cleaning, fire prevention, fire extinguishing, refrigerating, ventilating, cooking, and communications apparatus; boilers, water heaters,

ranges, furnaces, and burners; appliances; vacuum cleaning systems; elevators; escalators; shades; awnings; screens; storm doors and

windows; stoves; refrigerators; attached cabinets; partitions; ducts and compressors; rugs and carpets; draperies; and all additions

thereto and replacements therefor; (g) all development rights associated with such tracts, whether previously or subsequently transferred

to such tracts from other real property or now or hereafter susceptible of transfer from such tracts to other real property; (h) any

and all insurance proceeds, and any and all awards, including interest, previously and hereafter made to the applicable property owner

for taking by eminent domain or by agreement in lieu of any such action of the whole or any part of such parcel or any easements used

in connection with such parcel; and (i) all other and greater rights and interests of every nature in such tracts and in the possession

or use thereof and income therefrom, whether now owned or subsequently acquired by the applicable property owner.

“Security

Agreement” means that certain Security Agreement, dated as of the date hereof, by and among the Company, each other Guarantor,

Lender and each other party that becomes a party thereto.

“SHC

Property” has the meaning set forth in Exhibit A.

“Solvent”

means, with respect to any Person on any date of determination, that on such date (a) the fair value of the assets of such Person, on

a consolidated basis with its \subsidiaries, exceeds its debts and liabilities, subordinated, contingent or otherwise, on a consolidated

basis, (b) the present fair saleable value of the property of such Person, on a consolidated basis with its subsidiaries, is greater

than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise,

on a consolidated basis, as such debts and other liabilities become absolute and matured, (c) such Person, on a consolidated basis with

its subsidiaries, is able to pay its debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities

become absolute and matured and (d) such Person, on a consolidated basis with its subsidiaries, is not engaged in, and is not about to

engage in, business for which it has unreasonably small capital. The amount of any contingent liability at any time shall be computed

as the amount that would reasonably be expected to become an actual and matured liability.

“Tax

Work” has the meaning set forth in Section 5(dd).

“Tax

Partner and Branding Agreement” has the meaning set forth in Schedule II hereto.

“Tenant”

means any Person leasing, subleasing, licensing or otherwise using or occupying, or entitled to use or occupy, any portion of the Real

Property pursuant to a Lease, but excluding Company, any Property Owner, and the respective Affiliates, employees, agents and assigns

of the foregoing.

“Transfer”

means any direct or indirect sale, assignment, conveyance, mortgage, transfer, pledge, hypothecation, encumbrance, lien or other disposition

of any legal or beneficial interest (including, without limitation, any interest in profits or proceeds related to any ownership interest)

or entering into any agreement with respect to the foregoing, by any means whatsoever whether voluntary, involuntary, by operation of

law or otherwise, or where used as a verb, means to directly or indirectly sell, assign, convey, mortgage, transfer, pledge, hypothecate,

encumber, lien, enter into a [***], grant a security interest in, exchange or otherwise dispose of any legal or beneficial interest or

grant any option or warrant with respect thereto, or any allocation of Company’s assets among newly divided limited liability companies

pursuant to a plan of division under applicable law.

“Title

Policy” has the meaning set forth in Schedule II hereto.

“Withdrawal

Liabilities” means the aggregate amount of the liabilities to the Company or any ERISA Affiliate, if any, pursuant to §

4201 of ERISA if the Company or any ERISA Affiliate made a complete or partial withdrawal from all Multiemployer Plans and any increase

in contributions to a Multiemployer Plan by the Company or any ERISA Affiliate pursuant to § 4243 of ERISA.

Miscellaneous.

(a)

Successors and Assigns; Assignment.

(i)

The rights and obligations of the Company and Lender shall be binding upon and benefit the successors, assigns, heirs, administrators

and transferees of the parties.

(ii)

Prior to an Event of Default, neither the Company, Lender nor any successor holder of this Note may assign its rights, interests or obligations

under this Note without the consent of the other party thereto. Upon an Event of Default, Lender or any other successor holder of this

Note may assign this Note without the Company’s consent.

(b)

Waiver and Amendment. Any

provision of this Note may be amended, waived or modified upon the written consent of the Company and Lender; provided, however, that

no such amendment, waiver or consent shall: (i) reduce the principal amount of this Note without Lender’s written consent, or (ii)

reduce the rate of interest of this Note without Lender’s written consent.

(c)

Notices. All

notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail,

postage prepaid, sent by electronic mail (if to Lender) or otherwise delivered by hand, messenger or courier service addressed:

(i)

if to Lender, to Lender’s address or electronic mail address as shown in the Company’s records, as may be updated in accordance

with the provisions hereof, or, until such holder so furnishes an address or electronic mail address to the Company, then to the address

or electronic mail address of the last holder of this Note for which the Company has contact information in its records; or

(ii)

if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 1755 Telstar Dr., Suite

501, Colorado Springs, CO 80920, or at such other current address as the Company shall have furnished to Lender, with a copy (which shall

not constitute notice) to Dykema Gossett PLLC, Attn: Peter Waltz, 111 E. Kilbourn Ave., Suite 1050, Milwaukee, WI 53202, email: Pwaltz@Dykema.com.

(iii)

Each such notice or other communication shall for all purposes of this Note be treated as effective or having been given (i) if delivered

by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, postage prepaid,

specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of

its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States

mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant

electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient,

then on the recipient’s next Business Day. In the event of any conflict between the Company’s books and records and this

Note or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

(iv)

Lender consents to the delivery of any notice to stockholders given by the Company under the Colorado Business Corporation Act or the

Company’s articles of incorporation or bylaws by (i) facsimile telecommunication to any facsimile number for Lender in the Company’s

records, (ii) electronic mail to any electronic mail address for Lender in the Company’s records, (iii) posting on an electronic

network together with separate notice to Lender of such specific posting or (iv) any other form of electronic transmission directed to

Lender. This consent may be revoked by Lender by written notice to the Company.

(d)

Payment. Payment

shall be made in lawful tender of the United States.

(e)

Usury. In

the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the

interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against

the principal of this Note.

(f)

Waivers. The

Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other

notices or demands relative to this instrument.

(g)

Governing Law. This

Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of

the State of Texas, without regard to the conflicts of law provisions of the State of Texas, or of any other state.

(h)

Jurisdiction and Venue. Each

of Lender, the Company and each Guarantor hereby submits and consents irrevocably to the exclusive jurisdiction of the courts of the

State of Texas and the United States District Court for the Northern District of Texas for the interpretation and enforcement of the

provisions of this Note. Each of Lender, the Company and each Guarantor also agrees that the jurisdiction over such persons and the subject

matter of such dispute shall be effected by the mailing of process or other papers in connection with any such action in the manner provided

for in Section 9(c) or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient

service of process.

(i)

Waiver of Jury Trial. BY

ACCEPTANCE OF THIS NOTE, LENDER HEREBY AGREES, THE COMPANY HEREBY AGREES, AND EACH GUARANTOR HEREBY AGREES, TO WAIVE THEIR RESPECTIVE

RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY OF THE LOAN DOCUMENTS.

(j)

Tax Withholding. All

payments to be made by the Company to the Lender under this Agreement shall be made free and clear of and without any tax deduction unless

it is required to make a tax deduction pursuant to applicable law, in which case, except to the extent applicable to Lender’s failure

to deliver an applicable Internal Revenue Service Form W-9, the sum payable by it (in respect of which such tax deduction is required

to be made) shall be increased to the extent necessary to ensure the Lender receives a sum net of any deduction or withholding equal

to the sum which it would have received had no such tax deduction been made or required to be made.

(k)

Pari Passu Other Consideration. The

Company acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest

hereon shall be pari passu in right of payment and in all other respects to the Other Consideration. The obligations of the Company with

respect to the Other Consideration shall be secured obligations, sharing pari passu with the Collateral and the Guaranties (other than

the JW Roth Guarantee which shall in no case be deemed to guaranty any payment or performance of any obligation of the Company or any

other Person with respect to, any engagement, agreement, or obligation related to the Other Consideration) securing this Note.

(l)

McKinney Property Cooperation. Lender

shall cooperate as reasonably necessary to ensure that any encumbrance upon the McKinney Property in Lender’s favor does not interfere

with, delay or encumber the Company’s ability to execute upon and receive [***] related

to [***].

10.

Guaranty.

(a)

Guaranty.

(i)

Each Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to Lender and its successors,

endorsees, transferees and assigns the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration

or otherwise) of the Obligations.

(ii)

In any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization

or other law affecting the rights of creditors generally, if the obligations of each Guarantor under this Section 10 would otherwise

be held or determined to be avoidable, invalid or unenforceable on account of the amount of each Guarantor’s liability under this

Section 10, then, notwithstanding any other provision of this Section 10 to the contrary, the amount of such liability

shall, without any further action by any Guarantor or Lender, be automatically limited and reduced to the highest amount that is valid

and enforceable as determined in such action or proceeding (such highest amount determined hereunder being such Guarantor’s “Maximum

Liability”). This Section 10(a)(ii) with respect to the Maximum Liability of each Guarantor is intended solely to

preserve the rights of Lender to the maximum extent not subject to avoidance under applicable law. Each Guarantor agrees that the Obligations

may at any time and from time to time exceed the Maximum Liability of each Guarantor hereunder without impairing this guarantee or affecting

the rights and remedies of Lender hereunder; provided, however, that nothing in this sentence shall be construed to increase each Guarantor’s

obligations hereunder beyond its Maximum Liability.

(iii)

This guarantee shall remain in full force and effect until the Obligations have been paid in full.

(iv)

No payment made by any Guarantor, any other Guarantor or any other Person or received or collected by Lender from any Guarantor, any

other Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time

or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect

the liability of the Guarantors hereunder, which shall, notwithstanding any such payment (other than any payment made by the Guarantors

in respect of the Obligations or any payment received or collected from the Guarantors in respect of the Obligations), remain liable

for the Obligations until the Obligations have been paid in full.

(b)

No Subrogation. Notwithstanding

any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by Lender, no Guarantor shall be

entitled to be subrogated to any of the rights of Lender against the Company or any other Guarantor or guarantee or right of offset held

by Lender for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from

the Company or any other Guarantor in respect of payments made by any Guarantor under this guarantee, until the Obligations are paid

in full in immediately available funds. All rights and claims of the Guarantors based upon or relating to any right of contribution,

reimbursement, indemnification or subrogation against the Company or any other Guarantor shall be fully subordinated to the Obligations

until the Obligations are paid in full in immediately available funds. If any amount shall be paid to the Guarantors on account of such

subrogation rights at any time when all of the Obligations shall not have been paid in full in immediately available funds, such amount

shall be held by the Guarantors for the benefit of Lender, and shall, forthwith upon receipt by the Guarantors, be turned over to Lender

in the exact form received by the Guarantors (duly indorsed by the applicable Guarantor to Lender, if required), to be applied against

the Obligations, whether matured or unmatured, in such order as Lender may determine.

(c)

Amendments, Etc. With Respect to the Obligations. To

the fullest extent permitted by applicable law, each Guarantor shall remain obligated under this guarantee notwithstanding that, without

any reservation of rights against such Guarantor and without notice to or further assent by such Guarantor, any demand for payment of

any of the Obligations made by Lender may be rescinded by Lender and any of the Obligations continued, and the Obligations or the liability

of any other Person upon or for any part thereof, or guarantee therefor or right of offset with respect thereto, may, from time to time,

in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Lender, and

this Note and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated,

in whole or in part, in accordance with Section 9(b), as Lender may deem advisable from time to time, and any guarantee or right of offset

at any time held by Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released without affecting

any Guarantor’s obligations under this Section 10.

(d)

Guarantee Absolute and Unconditional. To

the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual

of any of the Obligations and notice of or proof of reliance by Lender upon this guarantee or acceptance of this guarantee; the Obligations,

and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived,

in reliance upon this Section 10; and all dealings between any Guarantor, on the one hand, and Lender, on the other hand, likewise

shall be conclusively presumed to have been had or consummated in reliance upon this Section 10. To the fullest extent permitted

by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or

upon the Company with respect to the Obligations. Each Guarantor understands and agrees that this guarantee shall be construed as a continuing,

absolute and unconditional guarantee of payment and performance and not merely of collectability without regard to, and each Guarantor

hereby waives (to the extent permitted by applicable law) all rights, claims or defenses that it might otherwise have with respect to,

each of the following: (i) the validity or enforceability of this Note, any of the Obligations or any other guarantee or right of offset

with respect thereto at any time or from time to time held by Lender, (ii) any defense, set-off or counterclaim (other than a defense

of payment or performance) which may at any time be available to or be asserted by the Company or any other Person against Lender, or

(iii) any other circumstance whatsoever (with or without notice to or knowledge of the Company) which constitutes, or might be construed

to constitute, an equitable or legal discharge of the Company for the Obligations, or of each Guarantor under this Section 10,

in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against

the Guarantors, Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies

as it may have against the Company, any other Guarantor or any other Person or against any guarantee for the Obligations or any right

of offset with respect thereto, and any failure by Lender to make any such demand, to pursue such other rights or remedies or to collect

any payments from the Company, any other Guarantor or any other Person or to realize upon any such guarantee or to exercise any such

right of offset, or any release of the Company, any other Guarantor or any other Person or any such guarantee or right of offset, shall

not relieve the Guarantors of any obligation or liability under this Section 10, and shall not impair or affect the rights and remedies,

whether express, implied or available as a matter of law, of Lender against the Guarantors under this Section 10. For purposes

hereof, “demand” shall include the commencement and continuance of any legal proceedings.

(e)

Reinstatement. This

Section 10 shall continue to be effective, or shall be reinstated, as the case may be, if at any time payment, or any part thereof,

of any of the Obligations is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution,

liquidation or reorganization of the Company, or upon or as a result of the appointment of a receiver, intervenor or conservator of,

or trustee or similar officer for, the Company or any substantial part of its property, or otherwise, all as though such payments had

not been made.

(Signature

Page Follow)

The

Company and each Guarantor has caused this Note to be issued as of the date first written above.

VENU

HOLDING CORPORATION, as the Company

By:

/s/

JW Roth

Name:

Roth

Title:

Chairman

and CEO

SUNSET

AT MCKINNEY, LLC,

SUNSET

GROUND AT MCKINNEY LLC,

SUNSET

AT EL PASO LLC,

SUNSET

GROUND AT EL PASO LLC,

HALL

AT CENTENNIAL LLC,

SUNSET

HOSPITALITY COLLECTION, LLC, each as a Guarantor

By:

Notes

Live Real Estate LLC

Its:

Manager

/ Managing Member

By:

/s/

JW Roth

Name:

Roth

Title:

Manager

[Signature

Page to Secured Promissory Note and Guaranty Agreement]

Acknowledged

and Agreed:

Ryan, LLC, as Lender

By:

/s/

G. Brint Ryan

Name:

Brint Ryan

Title:

Chairman

and Chief Executive Officer

[Signature

Page to Secured Promissory Note and Guaranty Agreement]

SCHEDULE

Lender

Name

Loan

Amount

Loan

Date

Ryan, LLC

$ 20,000,000

July 17, 2026

Total

$ 20,000,000

[Schedule

I to Secured Promissory Note and Guaranty Agreement]

SCHEDULE

Post-Closing

Matters

1. Within

20 Business Days of the date of this Note (or such longer period as Lender may agree in its

reasonable discretion), the Company, each Guarantor and Lender shall have used commercially

reasonable efforts to cause each of the Deeds of Trust to have been entered into and filed

in the appropriate records of the county in which the applicable Real Property is located.

2. Within

20 Business Days of the date of this Note (or such longer period as Lender may agree in its

reasonable discretion), the Company shall use reasonable efforts to deliver to Lender an

ALTA Loan Policy -07-30-21 (or in such other form as Lender may approve), with Amendments,

Lender’s title commitment in form and substance reasonably acceptable to Lender in

its reasonable discretion issued by Land Title Guarantee Company, with all preprinted exceptions

deleted, insuring each Deed of Trust to be a valid Lien upon the fee title to the applicable

to each Real Property, and in each case shall provide for no Liens against the Real Property

except as reasonably approved by Lender, and shall include such title insurance endorsements

or other protections as Lender may reasonably request (the “Title Policy”).

3. Within

20 Business Days of the date of this Note (or such longer period as Lender may agree in its

reasonable discretion), the Company, the applicable Guarantor and Lender shall have used

commercially reasonable efforts to cause Lender to receive a subordination, non-disturbance

and attornment agreement with respect to each Ground Lease, in form and substance reasonably

satisfactory to Lender in its reasonable discretion, executed and delivered by the Ground

Lease Parties thereto and providing for, among other things, the subordination of such Ground

Lease to the applicable Deed of Trust.

4. Within

10 Business Days of the date of this Note (or such longer period as Lender may agree in its

reasonable discretion), Lender and the Company shall have entered into a definitive agreement

in form and substance satisfactory to Lender whereby Lender shall receive the full outright

ownership of a 6-seat FireSuite located at the McKinney Property (the “McKinney

FireSuite”).

5. Within

10 Business Days of the date of this Note (or such longer period as Lender may agree in its

reasonable discretion), Lender and the Company shall have entered into a definitive agreement

in form and substance satisfactory to the parties providing, among other things, that for

a period of five (5) years after any venue opens, Lender will have business and consumer

tax category exclusivity and be recognized as the official tax partner of the Company with

respect to such venue, with related branding and signage visible at such venue with any such

signage and related rights to be made available at the venue(s) consistent with its ordinary

business practices (including Lender incurring out of pocket expenses for signage and promotional

materials) and in a manner that does not interfere, or conflict with the rights of any naming

right sponsor for such venue (the “Tax Partner and Branding Agreement”).

6. Within

20 Business Days after the date of this Note (or such longer period as Lender may approve

in its reasonable discretion), Company shall cause each Property Owner to execute and deliver

to Lender an Environmental Indemnity in form and substance reasonably satisfactory to Lender.

[Schedule

II to Secured Promissory Note and Guaranty Agreement]

Exhibit

Collateral

and Real Property Descriptions

Collateral

1. The

McKinney property, as more particularly described below (together with any and all buildings,

structures, improvements, fixtures and all other property, rights and interests related thereto

constituting collateral under the Deed of Trust encumbering such McKinney property, collectively,

the “McKinney Property”); provided that the McKinney Property

shall only be included in the Collateral once necessary consents are received from the City

of McKinney permitting it to do so.

2. The

El Paso property, as more particularly described below (together with any and all buildings,

structures, improvements, fixtures and all other property, rights and interests related thereto

constituting collateral under the Deed of Trust encumbering such El Paso property, collectively,

the “El Paso Property”).

3. The

Centennial property, as more particularly described below (together with any and all and

all buildings, structures, improvements, fixtures and all other property, rights and interests

related thereto constituting collateral under the Deed of Trust encumbering such Centennial

property, collectively, the “Centennial Property”).

4. All

government incentive payments and refunds and rebates related to the McKinney Property and

the El Paso Property to be paid pursuant to the McKinney 380 Agreement and the El Paso 380

Agreement, respectively, including, including but not limited to, the proceeds of that certain

escrow payment reimbursement in an amount of approximately $10,950,000 with respect to the

McKinney Property pursuant to the McKinney 380 Agreement; provided that rebates with

respect to the El Paso Property shall only be included in the Collateral once necessary consents

are received from the City of El Paso pursuant to an Incentive Assignment Agreement.

5. The

proceeds of [***].

6. The

Sunset Hospitality Collection property, as more particularly described in Exhibit A

hereto (together with any and all buildings, structures, improvements, fixtures and all other

property, rights and interests related thereto constituting collateral under the Deed of

Trust encumbering such property, collectively, the “SHC Property”).

7. All

outstanding cash deposit receivables owed by FireSuite purchasers and investors (but excluding

cash delivered by purchasers and investors at the time of the sale) across all of the Company’s

and its subsidiaries’ locations, including but not limited to McKinney, Broken Arrow,

El Paso, Houston and Centennial (the “FireSuite Receivables”).

McKinney

Property Description

McKinney

Property Description (continued)

McKinney

Property Description (continued)

Paso Property Description

Centennial

Property Description

SHC

Property Description

[Exhibit

A to Secured Promissory Note and Guaranty Agreement]

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

VENU

Secures Bridge Loan Financing Facility with Ryan, LLC to Advance National Expansion

Financing

advances venue development while also advancing VENU’s current disciplined, non-dilutive capital approach

COLORADO

SPRINGS – July 21, 2026 - (BUSINESS WIRE) – Venu Holding Corporation (“VENU” or the “Company”)

(NYSE AMERICAN: VENU), an owner, operator, and developer of premium live entertainment destinations, today announced it has secured a

bridge loan financing facility with Ryan, LLC (“Ryan”). The facility is intended to fund ongoing construction costs for the

Company’s premium 20,000-seat entertainment destination, Sunset Amphitheater in McKinney, Texas, targeted to open in the first

quarter of 2027.

The

$20 million facility bridges VENU to permanent financing, which the Company expects to close in the third quarter of fiscal 2026 and

which is expected to fully fund the remaining balance of construction for Sunset Amphitheater in McKinney, Texas.

The

arrangement deepens VENU’s existing relationship with Ryan, whose Credits and Incentives practice has served as a national expansion

partner to the Company since 2023, sourcing development sites and structuring public-private partnerships across VENU’s growth

markets. Ryan also serves as Official Tax Partner, providing tax advisory support as VENU continues to expand.

“This

financing lets us keep construction moving on one of our most anticipated venues without diluting shareholders and keeps the asset on

our balance sheet,” said J.W. Roth, Founder, Chairman, and CEO of VENU. “Brint and the Ryan team have been building alongside

us for years now, and this facility is another example of what that partnership delivers. We couldn’t be prouder to keep growing

with a team that shows up for us the way Ryan does.”

“Ryan

has worked alongside VENU as it has expanded into new markets, helping identify opportunities and structure economic development incentives

that support long-term growth,” said G. Brint Ryan, Chairman and CEO of Ryan. “We’re pleased to extend that relationship

through this financing and support the continued development of the McKinney project.”

The

bridge structure reflects VENU’s broader current capital strategy: funding growth through public-private partnerships, and fractional

ownership structures rather than equity offerings, preserving shareholder value while at the same time scaling the Company’s national

venue pipeline.

About

Venu Holding Corporation

Venu

Holding Corporation (“VENU”) (NYSE American: VENU) is a premier owner, developer, and operator of luxury, experience-driven

entertainment destinations. Founded by Colorado Springs entrepreneur J.W. Roth, VENU has a portfolio of premium brands that includes

Ford Amphitheater, Sunset Amphitheaters, Phil Long Music Hall, The Hall at Bourbon Brothers, Bourbon Brothers Smokehouse and Tavern,

Aikman Owners Clubs, and Roth’s Sea & Steak. With venues operating and in development across Colorado, Georgia, Oklahoma, Tennessee,

and Texas and a nationwide expansion underway, VENU is setting a new standard for live entertainment.

VENU

has been recognized nationally by The Wall Street Journal, The New York Times, Billboard, VenuesNow, and

Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders

such as AEG Presents, NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, Billboard, Aramark Sports + Entertainment,

Tixr, Boston Common Golf, Niall Horan, and Dierks Bentley, VENU continues to shape the future of the entertainment landscape. For more

information, visit VENU’s website, Instagram, LinkedIn, or X.

About

Ryan LLC

Ryan,

an award-winning global tax services and software provider, is the largest Firm in the world dedicated exclusively to business taxes.

With global headquarters in Plano, Texas, the Firm provides an integrated suite of federal, state, local, and international tax services

on a multijurisdictional basis, including tax recovery, consulting, advocacy, compliance, and technology services. Empowered by the dynamic

myRyan work environment, which is widely recognized as the most innovative in the tax services industry, Ryan’s multidisciplinary

team of more than 7,100 professionals and associates serves over 74,000 clients in more than 80 countries, including many of the world’s

most prominent Global 5000 companies. More information about Ryan can be found at ryan.com.

Forward

Looking Statements

This

press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements,

other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements

contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,”

“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”

“plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,”

“will” “would,” or the negative of these words or other similar expressions, although not all forward-looking

statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent

uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions

as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the sections

titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, on file with

the SEC, as well as in reports subsequently filed by the Company with the SEC. Forward-looking statements contained in this announcement,

are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Contact

Investor

Relations

Sarah

Rothschild, srothschild@venu.live

Media

Relations

Chloe

Polhamus, cpolhamus@venu.live

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 4

Binary file (5260 bytes)

Download ex99-1_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Cover

Jul. 17, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 17, 2026

Entity File Number

001-42422

Entity Registrant Name

VENU

HOLDING CORPORATION

Entity Central Index Key

0001770501

Entity Tax Identification Number

82-0890721

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1755

Telstar Drive

Entity Address, Address Line Two

Suite 501

Entity Address, City or Town

Colorado

Springs

Entity Address, State or Province

Entity Address, Postal Zip Code

80920

City Area Code

(719)

Local Phone Number

895-5483

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $.001 per share

Trading Symbol

VENU

Security Exchange Name

NYSE

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration