Form 8-K

8-K — Venu Holding Corp

Accession: 0001493152-26-028302

Filed: 2026-06-11

Period: 2026-06-05

CIK: 0001770501

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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8-K

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Date

of report (Date of earliest event reported): June 5, 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.

Purchase

and Sale Agreement

June 5, 2026 (the “Closing Date”), Notes CS I, DST (the “Subsidiary”), a Delaware statutory trust

and a controlled subsidiary of Venu Holding Corporation (the “Company”), entered into a Purchase and Sale Agreement

dated June 5, 2026 (the “PSA”) with O’Neil Roth Ford, LLC, a Colorado limited liability company (“ORF”).

Pursuant to the PSA, on the Closing Date, the Subsidiary sold approximately 9.5 acres of land in Colorado Springs, Colorado (the “Property”),

on which the Company’s Ford Amphitheater was developed and operates, to ORF (the “Sale”) for a purchase price

of $49,700,000 (the “Purchase Price”). The Sale did not involve the Ford Amphitheater itself, only the ground underlying

the amphitheater. ORF is co-owned and co-managed by a shareholder of the Company (the “Shareholder”) and the Company’s

Chief Executive Officer and Chairman (together with the Shareholder, the “Co-Managers”).

part of the Sale and the other transactions described in this Current Report on Form 8-K (this “Current Report”),

and to facilitate the sale-leaseback of the Property as described below, Notes Live Real Estate LLC, a wholly-owned subsidiary of the

Company (“NLRE”), also conveyed to ORF an approximately 1.1-acre undeveloped parcel of land in Colorado Springs that

is adjacent to the Ford Amphitheater (the “Undeveloped Parcel”) for a purchase price of $10.00.

Company

management negotiated the Sale as part of the Company’s broader strategy of utilizing various financing and capital sources to

support the development of the Company’s projects. Through the Sale, the Company was able to monetize the Property and generate

additional liquidity and capital resources to provide additional support to the Company’s on-going development activities. The

Sale of the Property and the entry into the New Lease (as defined below) are consistent with the Company’s previously disclosed

sale-leaseback financing strategy, as described in various filings and reports made by the Company with the Securities and Exchange Commission

(the “SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange

Act of 1934 (the “Exchange Act”).

The

Purchase Price was equal to the appraised value of the Property and the Undeveloped Parcel, as determined by an independent third-party

appraisal obtained in connection with a secured loan obtained by ORF to acquire the Property (the “Loan”). The Purchase

Price was delivered by ORF to the Subsidiary through a combination of a $29,820,000 cash payment at closing from the proceeds of the

Loan together with a promissory note in the principal amount of $19,880,000 made by ORF in favor of the Subsidiary, which is secured

by a purchase money deed of trust on the Property (the “Note”). The Loan is secured by a 5.5-acre parcel of land that

serves as the primary parking structure for the Ford Amphitheater (the “Collateral Parcel”), which is owned by an

entity wholly owned by the Shareholder and is leased to NLRE under one of the Company’s sale-leaseback transactions. The Collateral

Parcel was not sold with the Property or the Undeveloped Parcel in the Sale. As a condition of the Loan, the Co-Managers

were required to serve as personal guarantors of ORF’s obligations thereunder. The Note bears interest at 4.87% per annum,

and ORF is required to make annual payments of interest only beginning on June 1, 2027. The entire unpaid principal balance of the Note

is due on June 1, 2046. In connection with the Sale, the Company also agreed to issue to ORF (or its assignees) (each, a “Warrant

Holder”) warrants (collectively, the “Warrants”) exercisable to purchase up to an aggregate of 5,000,000

shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price

of $3.79 per share.

The

Subsidiary will use a portion of the proceeds of the Sale to fund the redemption of the beneficial interests in the Subsidiary (the “Interests”)

that are held by third-party Interest holders. Such redemptions are being effected pursuant to Beneficial Interest Purchase and Assignment

Agreements entered into by such holders, which provide for the sale and transfer of their Interests in the Subsidiary to Notes Live Real

Estate LLC, a Colorado limited liability company and a wholly-owned subsidiary of the Company. Such agreements also provide that the

holders consent to the Sale of the Property, acknowledge the amounts payable to them in connection with the redemption of their Interests,

and release all claims against the Subsidiary, the Property, ORF, and the Sale proceeds arising from or relating to their Interests.

The

PSA also contains a number of customary terms and conditions for an agreement of this nature, including matters related to tax prorations,

condemnation of the Property, representations and warranties of the parties, and other covenants of the parties.

The

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

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

Stock

Transfer Agreement

Concurrently

with the closing of the Sale, and in connection with the PSA to, among other things, facilitate the Loan and to satisfy a condition of

the lender, the Company and the Subsidiary entered into Stock Transfer Agreements (collectively, the “STAs”) on the

Closing Date with each of the Shareholder and an entity wholly owned by the Shareholder (together, the “Transferors”).

Pursuant to the STAs, the Transferors transferred to the Company a number of shares of the Company’s Common Stock having an aggregate

value of approximately $10,000,000 (such shares, the “Transferred Shares”; such value, the “Transferred Shares

Value”), with the number of Transferred Shares determined based on the volume weighted average price per share of the Common

Stock on the NYSE American LLC for the 30 trading days immediately preceding the Closing Date (the “Transfer”). In

connection with the Transfer, the Subsidiary (on account of the Company) paid the Transferors an aggregate purchase price equal to the

Transferred Shares Value using a portion of the proceeds of the Sale. The Company intends to retire the Transferred Shares into treasury.

Ground

Lease Agreement

The

Property was previously leased pursuant to a Ground Lease Agreement dated August 21, 2024 (the “Former Lease”), between

Notes CS I MT, LLC, a Colorado limited liability company and a wholly-owned subsidiary of the Company that is also an Interest holder

of the Subsidiary, and Sunset Amphitheater, LLC, a subsidiary of the Company that operates as the Ford Amphitheater (“SunsetAmp”).

In connection with the Sale, the Former Lease was terminated effective as of June 4, 2026 (the “Lease Termination”).

Simultaneously with the Lease Termination, ORF and SunsetAmp entered into a new Ground Lease Agreement dated June 4, 2026 (the “New

Lease”), with ORF acting in its capacity as the “Landlord” and SunsetAmp acting in its capacity as the “Tenant”

under the New Lease.

The

terms of the New Lease are substantially similar to those of the Former Lease, except that the annual rent payable under the New Lease

increased from $3,222,000 to $4,224,500 (the “Annual Base Rent”) and is payable to ORF. The Annual Base Rent is subject

to an escalator of 10% every five years commencing on the fifth anniversary of the Rent Commencement Date (as defined in the New Lease)

and continuing thereafter every five years throughout the term of the New Lease, including any extension thereof. The New Lease has an

initial term of 25 years, subject to SunsetAmp’s option to renew the New Lease for five separate and successive 10-year terms.

The New Lease is a “triple net” lease, meaning all costs, charges, indemnities, and expenses of every kind and nature will

be paid by SunsetAmp. The New Lease also contains a number of customary terms and conditions for an agreement of this nature, including

assignment and sublet restrictions, lease-default remedies, insurance requirements, obligations related to environmental compliance,

representations and warranties of the parties, and other covenants of the parties. Like the Former Lease, the New Lease allows the Company

(through SunsetAmp) to retain operational control of the Property following the Sale and permits the Property’s continued utilization

for the Company’s operations in and around the Ford Amphitheater. In accordance with a Land Purchase Option Agreement, at any time

during the twenty-year period following the Closing Date of the Sale, the Company has the option to repurchase the Property from ORF

for a price equal to $50,700,000.

The

foregoing description of the New Lease is not complete and is qualified in its entirety by reference to the full text of the New Lease,

a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

The

agreements described in this Current Report and the transactions contemplated thereby were reviewed and approved by the disinterested

members of the Company’s Board of Directors (the “Board”) and the Audit Committee of the Board in accordance

with the Company’s policy on related-party transactions.

Item

1.02 Termination of a Material Definitive Agreement.

The

information set forth in Item 1.01 of this Current Report relating to the Lease Termination is incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

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

4(a)(2) of the Securities Act. Each Warrant Holder represented to the Company, among other things, that it is an accredited investor

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

Item

8.01 Other Events.

May 2026, the form of the Company’s relationship with AEG Presents — Rocky Mountains, LLC, the operator of the Ford Amphitheater

(“AEG Presents”), and the contractual arrangements governing the operations and lease of the Ford Amphitheater were

restructured (the “Restructuring”) by AEG Presents and certain of the Company’s wholly-owned subsidiaries, including

SunsetAmp, Sunset Operations LLC (“SunsetOps”), and Notes Live Foundation, a non-profit organization operating under

the trade name Venu Arts & Culture Foundation (the “Foundation”). As previously disclosed in various filings and

reports made by the Company with the SEC pursuant to the Securities Act and the Exchange Act, the Ford Amphitheater’s operations

and lease were governed by: (i) an Exclusive Operating Agreement between SunsetOps and AEG Presents dated June 14, 2023; (ii) an Operations

Lease Agreement between SunsetAmp and the Foundation; and (iii) an Operations Sublease Agreement between the Foundation and SunsetOps

(such agreements, collectively, the “Former Amphitheater Agreements”). The Company described the material terms of

the Former Amphitheater Agreements in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March

31, 2026.

May 11, 2026, the Restructuring was effected by the termination of the Former Amphitheater Agreements by the respective parties thereto,

and the entry into the following agreements, both of which are dated May 11, 2026: (i) a Venue Lease Agreement between SunsetAmp, acting

in its capacity as the “Landlord,” and the Foundation and SunsetOps, acting in their capacities as the “Tenants”

thereunder; and (ii) a Lease Agreement between the Foundation and SunsetOps, acting in their capacities as the “Landlords,”

and AEG Presents, acting in its capacity as the “Tenant” thereunder (such agreements, collectively, the “New Amphitheater

Agreements”). Although the New Amphitheater Agreements restructure the form of the contractual relationships among the parties

thereto, they substantially preserve the economic and operational terms of the Former Amphitheater Agreements. In particular, AEG Presents

will continue to operate the Ford Amphitheater for a fixed term (with renewal options) and will continue to pay fixed and variable operating

fees, including a percentage of venue profits, that are substantially similar to those owed under the Former Amphitheater Agreements.

As such, the Company does not expect the Restructuring to have a material impact on the operations of the Ford Amphitheater or the Company’s

relationship with AEG Presents. The Restructuring does not impact the lease of the Property underlying the Ford Amphitheater described

in Item 1.01 of this Current Report.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Purchase and Sale Agreement, dated June 5, 2026, between Notes CS I, DST and O’Neil Roth Ford, LLC

10.2

Ground Lease Agreement, dated June 4, 2026, between O’Neil Roth Ford, LLC and Sunset Amphitheater, LLC

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

VENU

HOLDING CORPORATION

(Registrant)

Dated:

June 11, 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

PURCHASE

AND SALE AGREEMENT

This

Purchase and Sale Agreement (this “Agreement”) is made and entered into as of June 5, 2026 (the “Effective

Date”), by and between Notes CS I, DST, a Delaware statutory trust (“Seller”), and O’Neil Roth Ford,

LLC, a Colorado limited liability company (“Buyer”). Buyer and Seller may hereinafter be collectively referred to

as the “Parties” and individually as a “Party.”

RECITALS

A. Seller

is the owner of that certain real property containing approximately 9.5 acres of land located

in Colorado Springs, El Paso County, Colorado and legally described in Exhibit A,

attached hereto and by this reference made a part hereof (the “Property”).

B. Seller

desires to sell, and Buyer desires to purchase, the Property and the attendant interests

comprising the Property as set forth herein.

NOW,

THEREFORE, the Parties hereby agree as follows:

Purchase and Sale. Subject to the terms set forth herein, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase

from Seller, the Property and all of Seller’s rights, title and interests, if any, in and to any and all rights, privileges, easements,

hereditaments, and appurtenances to the Property, including without limitation, infrastructure, water interests, fixtures and any right,

title and interest of Seller in and to any creeks and streams, and any roads, easements, alleys, streets, and rights-of-way, bounding

the Property, existing, vacated or proposed, in front of, or adjoining the Property.

Purchase Price.

2.1. The

purchase price for the Property (the “Purchase Price”) shall be FORTY-NINE

MILLION, SEVEN HUNDRED THOUSAND and No/100 Dollars ($49,700,000.00). The Purchase Price shall

be paid to Seller at the closing of the purchase and sale contemplated hereby (the “Closing”),

as follows:

2.1.1. TWENTY-NINE

MILLION, EIGHT HUNDRED TWENTY THOUSAND and No/100 Dollars ($29,820,000.00) shall be paid

by Columbia Bank to or on behalf of Buyer pursuant to the closing of the loan (the “Bank

Loan”), the proceeds of which shall be disbursed to Seller through the Closing

Agent (as defined in Section 4.1) at Closing. The lien and security interest created by the

Bank Loan shall be expressly senior to the lien and security interest created by the Note

(as defined below); and

2.1.2. NINETEEN

MILLION, EIGHT HUNDRED EIGHTY THOUSAND and No/100 Dollars ($19,880,000.00) shall be paid

by Buyer to Seller pursuant to the promissory note attached as Exhibit B (the

“Note”) made by Buyer and payable to Seller and secured by a purchase

money deed of trust against the Property. The lien and security interest created by the Note

shall be expressly junior, subject, and subordinate to the lien and security interest created

by the Bank Loan.

2.2. Share

Purchase. Seller shall, concurrently with the Closing, enter into and perform the

obligations set forth in that certain Stock Transfer Agreements attached as Exhibit

C and Exhibit D (the “Stock Transfer Agreement”),

pursuant to which Seller shall purchase common shares of Venu Holding Corporation in the

amount of NINE MILLION, NINE HUNDRED NINETY-NINE THOUSAND, NINE HUNDRED NINETY-EIGHT and

No/100 Dollars ($9,999,998.00) as described therein. The execution and performance of the

Stock Transfer Agreement is a related transaction occurring concurrently with, but separate

from, the conveyance of the Property and shall be funded as set forth in Section 3.

2.3. Warrant

Issuance. Seller shall, concurrently with the closing, cause Venu Holding Corporation

to issue the Common Stock Purchase Warrants set forth in Exhibit G and Exhibit

Use of Proceeds.

3.1. General.

The Purchase Price paid by Buyer at Closing shall be received by the Closing Agent and disbursed

in accordance with this Section 3 and the closing settlement statement approved by the Parties

prior to Closing. Seller and Buyer acknowledge that Seller, a Delaware statutory trust, holds

the Property for the benefit of its beneficial interest holders (each, a “Beneficial

Interest Holder,” and collectively, the “Beneficial Interest Holders”)

and that the proceeds of the sale shall be applied and distributed in the order of priority

set forth below in this Section 3.1. Seller’s entity trust shall continue in existence

following the Closing and nothing herein shall require or effect the dissolution, wind-down

or termination of the entity trust.

3.1.1. Closing

Costs and Transaction Expenses. First, the proceeds of the sale shall pay all closing

costs, prorations, transfer taxes, recording fees, title insurance premiums, escrow fees,

trustee fees, and other transaction expenses allocable to the Parties under this Agreement

and the closing settlement statement.

3.1.2. Trust

Administrative Expenses. Second, the proceeds of the sale shall pay any accrued and

unpaid administrative fees, trustee fees, asset management fees, and other obligations of

Seller that are due and payable as of Closing as set forth in a written statement delivered

by the Closing Agent no later than one (1) business day prior to Closing.

3.1.3. Share

Purchase. Third, the proceeds of the sale shall pay the amount due from Seller to

Buyer pursuant to the Stock Transfer Agreement (as defined in Section 2.2).

3.1.4. Seller

Beneficial Interest Owners. Fourth, the proceeds of the sale shall pay the agreed

buyout amounts for each Beneficial Interest Holder electing to be bought out in the amounts

set forth on the Beneficial Interest Buyout Schedule attached as Exhibit D

(the “Beneficial Interest Buyout Schedule”), as evidenced by each such

holder’s executed Purchase Option Agreement (as defined in Section 3.3).

3.1.5. Final

Beneficial Interest Holder. Finally, the proceeds of the sale shall pay the remaining

balance of the Purchase Price (the “Residual Proceeds”) to Seller.

3.2. Beneficial

Interest Buyout Schedule. Prior to Closing, Seller shall deliver to Buyer the Beneficial

Interest Buyout Schedule as set forth in Exhibit E. The aggregate of all amounts

set forth in the Beneficial Interest Buyout Schedule shall not exceed the amount of the Purchase

Price after the disbursements have been made as described herein Sections 3.1.1 through 3.1.4.

3.3. Consents

and Releases. As a condition to Closing, Seller shall deliver to Buyer, for each

Beneficial Interest Holder, an executed purchase option agreement (“Purchase Option

Agreement”) in substantially the form attached as Exhibit F, pursuant

to which each such Beneficial Interest Holder (i) consents to the sale of the Property, (ii)

acknowledges the buyout amount payable to such holder as set forth in the Beneficial Interest

Buyout Schedule, and (iii) releases any and all claims against Seller, the Property, Buyer

and the proceeds of sale arising from or relating to such holder’s beneficial interest.

3.4. Authority

of Seller. Seller represents and warrants that it has full authority to execute this

Agreement, consummate the sale of the Property, and direct the disbursement of proceeds as

contemplated herein. Seller shall obtain the executed Purchase Option Agreement of each Beneficial

Interest Holder no later than one (1) business day prior to the scheduled Closing Date, and

the delivery of all such executed Purchase Option Agreements shall be a condition to Closing.

Closing Agent.

4.1. The

Parties shall use Land Title Guarantee Company (the “Closing Agent”) located

at 1755 Telstar Drive, Suite 503, Colorado Springs, CO 80920 as the closing agent and escrow

holder for the transaction contemplated by this Agreement. The Closing Agent shall conduct

the Closing in accordance with the terms of this Agreement, applicable title insurance commitments

and the Closing Agent’s standard escrow instructions, except to the extent such instructions

conflict with this Agreement, in which case this Agreement shall control.

4.2. Each

Party shall, upon request, execute such additional escrow instructions as the Closing Agent

may reasonably require, provided that such instructions are consistent with the terms of

this Agreement. In the event of any conflict between any such supplemental escrow instructions

and this Agreement, this Agreement shall control.

4.3. The

fees and costs of the Closing Agent, including any escrow fees, shall be paid according to

Section 3.1.1.

4.4. The

Closing Agent is acting solely as a ministerial agent for the Parties and shall have no liability

to either Party except for its own gross negligence or willful misconduct. The Closing Agent

shall not be responsible for the validity, sufficiency, or enforceability of any document

delivered in connection with the Closing.

Closing.

5.1. The

Closing shall be held on June 5, 2026 (the “Closing Date”). The Closing

shall occur at the offices of Closing Agent or, at the option of either Party, as a “mail-away”

closing conducted through the Closing Agent. The Closing may occur at such earlier time and

on such earlier date or at such other location as may be agreed to by Buyer and Seller.

5.2. In

addition to the other documents required to be delivered by Seller to Buyer under this Agreement,

upon the request of Buyer or Closing Agent, Seller shall deliver to Buyer or Closing Agent,

as applicable, the following affidavits certifying: (i) that Seller is not a foreign person

within the meaning of Section 1445 of the Internal Revenue Code; (ii) Seller is not subject

to any state withholding laws; (iii) the information required for Internal Revenue Service

Form 1099S, if any; and (iv) as to such other matters as are reasonably required by the Closing

Agent for issuance of its title insurance policy, including the trust agreement and certificate

of trust of Seller, and evidence of the such trustee’s authority to act on behalf of

Seller to Buyer, subject only to the Permitted Exceptions (as herein defined), including

a copy of the organizational documents of Seller and all entities that are acting on behalf

of Seller. Seller shall also assign to Buyer at Closing all of Seller’s rights having

to do with the Property described in this Agreement, including all land use entitlements,

permits, utility allocations and other such governmental and agency approvals as may exist

concerning the Property, if any such items do exist. Seller and Buyer shall also execute

and deliver such other customary documents as are necessary or appropriate for the consummation

of the purchase and sale pursuant to this Agreement or as reasonably requested by Closing

Agent.

5.3. Real

estate taxes and personal property taxes for the year of the Closing will be pro-rated between

Seller and Buyer as of 12:01 a.m. on the Closing Date. Any outstanding association assessments

on the Property shall be paid by Seller at Closing. If such bills for the year of Closing

are not available in order to pro-rate them at Closing, the most recent information available

shall be used and Seller and Buyer agree to re-prorate such items after Closing within ten

(10) days following the reasonable request from either Party based on the actual bills for

the Property for the year of Closing after such bill is issued. All other ordinary operating

expenses for, or pertaining to, the Property, including but not limited to, public utility

charges, maintenance and service charges and all other normal operating charges of the Property

shall be prorated as of the Closing Date; provided that Buyer shall not be obligated for

payments under any management, service or other contractual agreements affecting the Property

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

the same.

5.4. At

Closing, Buyer shall pay all recording fees, any applicable real estate transfer (or similar)

tax, and all title and survey expenses. Each Party shall pay for its attorney’s fees.

The Parties shall equally split the escrow fees.

5.5. Seller

shall deliver possession of the Property to Buyer on the Closing Date.

Conveyance; Title.

6.1. At

the Closing, Seller shall convey fee simple title to the Property by special warranty deed

in recordable form, free and clear of all liens, encumbrances and other matters whatsoever,

except for (i) general real estate taxes assessed against the Property for the current year,

not then due and payable, (ii) utility easements of record serving only the Property; and

(iii) other matters deemed to be Permitted Exceptions (as defined in Section 6.2). Seller

shall pay off any security deed, mortgage, lien, judgment or monetary encumbrance of like

kind affecting the Property and created by or resulting from the actions of Seller (the “Mandatory

Cure Items”) and Buyer shall have the right to pay off all such items at Closing

if Seller fails to do so and deduct the payoff amount and the cost of doing so from the Purchase

Price.

6.2. Prior

to Closing, Buyer shall order and obtain a 2021 ALTA owner’s extended coverage policy

of title insurance (the “Title Commitment”) with copies of all such documents

referenced therein and issued by Land Title Guarantee Company (the “Title Company”)

with respect to the Property in an amount equal to the Purchase Price in a form acceptable

to Buyer, with such modifications and endorsements thereto as requested by Buyer and agreed

to by the Title Company.

Buyer

shall have until Closing to update and re-examine title to the Property and to give written notice to Seller of any new objections that

Buyer may have which arise subsequent to the effective date of Buyer’s initial examination of the Title Commitment and any matters

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

by Seller. If any New Matters remain uncured by the date of Closing, then Buyer shall elect, by notice to Seller, to either: (i) terminate

this Agreement and thereafter the Parties shall have no further rights or obligations under this Agreement except for those that expressly

survive termination; or (ii) waive the New Matters whereupon the same shall become Permitted Exceptions and proceed to Closing.

6.3. Seller

hereby covenants and agrees with Buyer that, so long as this Agreement remains in full force

and effect, Seller will not, without Buyer’s prior consent, modify any matters of record

benefiting or burdening, grant a security interest in, or otherwise encumber or dispose of,

the Property (or any interest or estate therein), or lease the Property or any portion thereof

for a term extending beyond the Closing Date. This Section shall not apply to any pre-existing

encumbrances or leases on the Property which are disclosed to Buyer or of which Buyer becomes

aware while this Agreement is in effect.

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

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

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

Party’s signature. All notices personally delivered, delivered by courier service, or sent by emailed transmission shall be effective

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

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

Brokerage. Seller and Buyer hereby represent and warrant that no person or entity is entitled as a result of the actions of

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

of this Agreement or the sale and conveyance herein contemplated. Seller and Buyer each hereby indemnify and hold each other harmless

from and against any and all losses, costs, damages or expenses (including attorneys’ fees) incurred or paid as a result of any

such claim arising out of the actions of Seller or Buyer, as the case may be. This Section shall survive any rescission or termination

of this Agreement.

Contingencies. The obligation of each Party to close shall be contingent upon, in addition to all other terms and conditions

set forth elsewhere in this Agreement, satisfaction of the following contingencies (the “Contingencies”) on or before

the Closing Date:

9.1. Loan

Approval. Buyer shall have obtained final approval of, and shall have closed or be

prepared to close concurrently upon, the Bank Loan on terms acceptable to Buyer.

9.2. Payoff

of Beneficial Interest Holders. Each Beneficial Interest Holder being bought out

shall have executed a Purchase Option Agreement and the buyout amounts set forth in the Beneficial

Interest Buyout Schedule shall be payable in full from the proceeds at Closing in accordance

with Section 3.

9.3. Payoff

of Parking Lot Loan. That certain loan from InBank (“Parking Lot Loan”)

secured by the real property with a common address of 13081 Spectrum Loop, Colorado Springs,

CO and Parcel No. 6207405005 shall be paid off and released in full at or prior to Closing

such that the Property is delivered free and clear of the lien securing the Parking Lot Loan.

9.4. Failure

to Obtain Board Approval. The Board of Directors of Seller’s owner, Venu Holding

Corporation, shall have approved this Agreement.

10.

Conditions to Closing. Buyer’s obligation to close by Closing shall be conditioned upon the following:

10.1. All

representations and warranties made by Seller herein are true and correct in all material

respects as of the Closing Date.

10.2. Seller

has delivered to Buyer fee simple title to the Property subject only to the Permitted Exceptions.

10.3. Seller

shall have performed and complied in all material respects, at the appropriate times for

such performance and compliance, with its obligations, covenants and agreements under this

Agreement as of Closing.

10.4. There

has been no material adverse change to the condition of the Property as of the Closing Date

from the condition that existed as of the Effective Date.

10.5. No

governmental authority with jurisdiction over the development of the Property shall have

put in place any development moratorium that is applicable to the Property and that would

prevent or hinder Buyer from developing the Property.

10.6. The

Contingencies have been satisfied or, if not satisfied, expressly waived in writing by Buyer.

10.7. Seller

shall have delivered the executed Lease Assignment together with the lessee’s written

consent thereto.

10.8. The

Bank Loan shall have closed and the executed Purchase Option Agreement of each Beneficial

Interest Holder shall have been delivered in accordance with Section 3.

the event one or more of the foregoing conditions to Closing have not been satisfied by the Closing Date, either Party may, at its option,

terminate this Agreement.

11.

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

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

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

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

or (ii) close the sale contemplated herein. If Buyer elects not to terminate this Agreement, this Agreement shall remain in full force

and effect and the purchase contemplated herein, less any portion of the Property taken by eminent domain, shall be effected without

reduction in the Purchase Price or as agreed in writing by the Parties. Seller shall credit, assign, transfer and set over unto Buyer

all of Seller’s right, title and interest in and to any condemnation awards paid or payable for such taking at Closing.

12.

Representations and Warranties of Seller

12.1. Seller

is a duly formed and validly existing Delaware statutory trust, in good standing under the

laws of the State of Delaware.

12.2. The

person signing this Agreement on behalf of Seller has the full right, power, and authority

to execute this Agreement on behalf of Seller.

12.3. Neither

the consummation of the transaction contemplated by this Agreement, nor the performance of

this Agreement and such other agreements in compliance with the terms and conditions hereof

and thereof by Seller will (i) violate, conflict with, or result in any breach of any trust

agreement, partnership agreement, judgment, decree, ordinance, order, statute or regulation

applicable to Seller, (ii) violate any order, writ, injunction, decree, statute, ordinance,

rule or regulation applicable to Seller or (iii) result in the creation of any claim, lien

or lawsuit upon the Property (other than those created or permitted by Buyer or contemplated

by this Agreement).

12.4. Seller

is not a party to any written sales contract, option agreement, right of first refusal agreement,

lease, license, service contracts or other contract or agreement providing for the lease,

license, sale or other conveyance of the Property, or any portion thereof; true and complete

copies of all material contracts and agreements to which Seller or its affiliates are parties

which pertain to the ownership or development of the Property have been provided to Buyer

or will be provided pursuant to this Agreement.

12.5. Pursuant

to Section 1445 of the Internal Revenue Code, Seller is not a foreign person or nonresident

alien as defined within said Code section. Seller understands that Buyer may disclose this

warranty to the Internal Revenue Service.

12.6. Seller

has not received notice from any governmental authority or other person that any portion

of the Property is currently in violation of any zoning, environmental, or other land use

regulations.

12.7. There

are no judgments or other matters outstanding against or affecting Seller that would have

an adverse effect on Seller’s ability to perform its obligations under this Agreement,

nor is there any action, charge, claim, demand, suit, proceeding, petition, governmental

investigation or arbitration now pending or, to Seller’s actual knowledge, threatened

against Seller which is likely to have an adverse effect on Seller’s ability to perform

its obligations under this Agreement. Seller is not aware of any current or threatened condemnation

actions or moratoriums applicable to the Property or any portion thereof.

12.8. To

Seller’s actual knowledge: (i) the Property does not contain any Hazardous Materials,

(ii) the Property is not in violation of Environmental Laws concerning Hazardous Materials,

and (iii) true and complete copies of all environmental reports in Seller’s possession

and control, if any, have been delivered to Buyer or will be delivered pursuant to this Agreement.

For

purposes of this Agreement, the term “Hazardous Materials” shall mean any substance, waste or material that is regulated,

defined or classified as a hazardous or toxic, or as a threat or potential threat to human health, safety or the environment by any Environmental

Laws. The term “Environmental Laws” shall mean any federal, state, provincial or local law, statute, ordinance, regulation,

or order, or other pronouncement now in effect or as hereafter amended, which have the force or effect of law, relating to human health

or safety and the protection, preservation, or remediation of the environment, including, without limitation, the Comprehensive Environmental

Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section

6901 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., the Toxic Substances

Control Act, 15 U.S.C. Section 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq., the Federal Hazardous

Substances Act, 15 U.S.C. Section 1261 et seq., and the Emergency Planning and Community Right to Know Act, 42 U.S.C. Section 11011 et

seq., and analogous state, provincial or local laws.

13.

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

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

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

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

the manner in which Seller has operated and maintained the Property prior to the Effective Date, which shall include providing for regular

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

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

14.

Default and Remedies.

14.1. Mutual

Termination Remedy. In the event either Party fails to perform its obligations under

this Agreement, including without limitation the obligation to close on the Closing Date,

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

is not cured within five (5) days after receipt of written notice from the non-defaulting

Party, then the non-defaulting Party’s sole and exclusive remedy shall be to terminate

this Agreement by written notice to the defaulting Party and the Title Company; provided,

the five (5)-day cure period shall be extended if the cure to such failure cannot reasonably

be cured within said five (5)-day period, not to exceed fifteen (15) days or Closing, whichever

occurs first. Upon such termination, this Agreement shall be of no further force or effect

and the Parties shall be restored to their respective positions as if this Agreement had

never been entered into, each Party shall bear its own costs and expenses incurred in connection

herewith, any documents or funds delivered into escrow shall be returned to the depositing

Party, and neither Party shall have any further liability or obligation to the other, except

for those obligations that expressly survive termination of this Agreement.

14.2. No

Damages; No Specific Performance. Except as expressly set forth in Section 14.1,

neither Party shall be entitled to recover damages of any kind (whether actual, consequential,

incidental, punitive, or otherwise) or to pursue specific performance or any other legal

or equitable remedy on account of a default by the other Party, it being the express intent

of the Parties that the sole consequence of a failure to consummate the transaction contemplated

hereby shall be the unwinding of this Agreement and the restoration of the Parties to their

pre-Agreement positions.

14.3. Surviving

Obligations. Notwithstanding the foregoing, the obligations of the Parties under

the sections applying to brokerage and attorney fees shall survive any termination of this

Agreement.

15.

Miscellaneous.

15.1. Time

of the Essence. Time is of the essence of this Agreement and each provision hereof.

15.2. Governing

Law; Venue. This Agreement shall be interpreted, construed, and governed in accordance

with the laws of the State of Colorado without regard to its conflict-of-laws principles.

Any action, suit, or proceeding arising from, or relating to, this Agreement may be brought

in the courts of the State of Colorado sitting in El Paso County and each Party submits to

the jurisdiction of such courts in any such action, suit, or proceeding. Final judgment in

any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other manner provided by law.

15.3. Assignment.

Buyer may not assign this Agreement without the prior written approval of Seller; provided,

however, that Buyer may assign this Agreement to an entity affiliated with or under common

control with Buyer upon written notice to Seller, in which event the assignee shall assume

all of Buyer’s obligations hereunder and Buyer shall not be released absent Seller’s

written consent.

15.4. Successors

and Assigns. This Agreement shall be binding upon and shall inure to the benefit

of Buyer and Seller and their respective permitted successors and assigns.

15.5. Headings.

The headings inserted at the beginning of each Section and subsection are for convenience

only and do not add to or subtract from the meaning of the contents thereof.

15.6. Entire

Agreement. This Agreement, together with the Exhibits attached hereto, represents

the entire and complete agreement between the Parties and supersedes all prior negotiations,

representations, or agreements, whether written or oral. This Agreement may not be amended,

modified, or varied except by a written instrument executed by both Parties.

15.7. No

Presumption Against Drafter. Should any provision of this Agreement require judicial

interpretation, the court interpreting or construing the same shall not apply a presumption

that the terms shall be more strictly construed against one Party by reason of the rule of

construction that a document is to be construed more strictly against the Party that itself

or through its agent prepared the same, it being agreed that the agents of all Parties have

participated in the preparation hereof.

15.8. Business

Days. In the event any notice is required to be given or any act required to be performed

on a Saturday, Sunday, or legal holiday, then such date shall automatically be extended to

the end of the next regular business day on which national banks are open for business in

Colorado Springs, Colorado.

15.9. Counterparts;

Electronic Signatures. This Agreement may be executed in one or more counterparts,

each of which shall be deemed an original, and all of which together shall constitute one

and the same instrument. Facsimile, PDF, or other electronically transmitted signatures,

and signatures delivered through a recognized electronic signature platform, shall constitute

original signatures of the Parties.

15.10. Survival.

Except for obligations satisfied at Closing and subject to any limitations set forth in this

Agreement, the provisions of this Agreement shall survive the Closing.

15.11. Severability.

If any provision of this Agreement is held invalid or unenforceable, the remainder of this

Agreement shall not be affected thereby, and each remaining provision shall be valid and

enforceable to the fullest extent permitted by law.

15.12. No

Third-Party Beneficiaries. Except as expressly provided herein with respect to the

Beneficial Interest Holders’ rights to receive their respective buyout amounts at Closing,

nothing in this Agreement is intended to confer any rights or remedies upon any person other

than the Parties hereto and their permitted successors and assigns.

15.13. Further

Assurances. Each Party shall execute and deliver such additional documents and instruments

and take such further actions as may be reasonably necessary or appropriate to carry out

the purposes and intent of this Agreement.

15.14. Waiver.

No waiver of any provision of this Agreement shall be effective unless in writing and signed

by the Party against whom enforcement is sought, and no such waiver shall constitute a waiver

of any other provision or of the same provision on another occasion.

16.

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

not at any time made, any warranties or representations of any kind or character, express or implied, with respect to the Property. Except

as expressly set forth in this Agreement, Buyer acknowledges and agrees that Seller shall sell and convey to Buyer and Buyer shall accept

the Property “as is, where is, with all faults” and that Buyer has not relied and will not rely on, and Seller is not liable

for or bound by, any express or implied warranties, guaranties, statements, representations or information pertaining to the Property

or relating thereto (including specifically, without limitation, property information packages distributed with respect to the Property)

made or furnished by Seller to whomever made or given, directly or indirectly, orally or in writing.

[Signature

Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Purchase and Sale Agreement as of the Effective Date.

BUYER:

O’NEIL ROTH

FORD, LLC

By: /s/

Kevin O’Neil

Kevin O’Neil,

Co-Manager

By: /s/

JW Roth

JW Roth, Co-Manager

Address:

O’Neil

Roth Ford, LLC

1755

Telstar Drive, Suite 501

Colorado

Springs, CO 80920

SELLER:

NOTES

CS I, DST

By:

Notes CS I ST, LLC, Signatory Trustee

By:

Notes Live Real Estate, LLC, Manager of Notes CS I ST, LLC

By:

Venu Holding Corporation, Manager of Notes Live Real Estate, LLC

By:

/s/ JW Roth

JW Roth, Chairman & CEO of Venu Holding Corporation

Address:

Notes

CS I, DST

1755

Telstar Drive, Suite 501

Colorado

Springs, CO 80920

Signature

Page to Purchase and Sale Agreement

Exhibit

Property

Description

[Omitted.]

Exhibit

PROMISSORY

NOTE

[Omitted.]

Exhibit

STOCK

TRANSFER AGREEMENT

[Omitted.]

Exhibit

STOCK

TRANSFER AGREEMENT

[Omitted.]

Exhibit

Beneficial

Interest Buyout Schedule

[Omitted.]

Exhibit

BENEFICIAL

INTEREST PURCHASE AND ASSIGNMENT AGREEMENT

[Omitted.]

Exhibit

Common

Stock Purchase Warrant

[Omitted.]

Exhibit

Common

Stock Purchase Warrant

[Omitted.]

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

GROUND

LEASE AGREEMENT

1. PARTIES

1.1. This

Ground Lease Agreement (the “Lease”) is made and entered into as of June 4, 2026

(the “Effective Date”) by and between O’Neil Roth Ford, LLC, a Colorado

limited liability company (herein referred to as “Landlord”), and Sunset Amphitheater,

LLC, a Colorado limited liability company (herein referred to as “Tenant”). Landlord

owns the “Property” as defined in Section 2 below. Landlord desires to lease

to Tenant, and Tenant desires to take and lease from Landlord, the Property, subject to the

terms and conditions hereof.

2. DESCRIPTION

OF LEASED PREMISES

2.1. The

Landlord leases to the Tenant and the Tenant takes and leases from the Landlord, on the terms

covenants and conditions hereinafter set forth, the entirety of that certain parcel of land

located in El Paso County, Colorado, the same being more particularly described in Exhibit

A, attached hereto and incorporated herein (the “Leased Premises”, the

“Premises”, or the “Property”). Tenant expressly acknowledges and

confirms the “triple net” nature of this Lease.

3. TERM

AND POSSESSION

3.1. Initial

Term. The term of this Lease shall be twenty-five years beginning on the Effective Date

and ending at 5:00 p.m. Mountain time on the date twenty-five years following the Effective

Date (the “Initial Term”).

3.2. Option

Terms. Landlord hereby grants to Tenant options to renew this lease for five separate

and successive terms of ten years each (each an “Option Term” and collectively,

the “Option Terms”) but only upon the terms and conditions herein contained,

including, without limitation, the escalations and other adjustment in Rent provided herein

below. Any Option Term under this Lease must be exercised by delivery to Landlord of written

notice of Tenant’s intention to exercise each such Option Term (“Tenant’s

Exercise”), given as herein provided at least thirty (30) days prior to the expiration

of the Initial Term or the expiring Option Term of the Lease, as applicable; provided, however,

that if Landlord does not receive Tenant’s Exercise at least thirty (30) days prior

to the expiration of the Initial Term, or the applicable Option Term, as the case may be,

the then applicable Option Term and all future Option Terms shall immediately be null and

void and of no further force and effect. Further, Tenant’s right to exercise such renewal

options is expressly conditioned upon there being no default on the part of Tenant under

this Lease, as described in Section 6 below, at the time of exercise of any such applicable

Option Term, or at the time any such Option Term is scheduled to commence. During any Option

Term, Tenant shall lease the Leased Premises on an “AS IS, WHERE IS” basis without

any requirement or obligation for any tenant improvements or other work to be performed by

Landlord, or any other tenant concessions, and on the same terms and conditions as provided

in this Lease, except for the increases in Rent set forth herein. The Initial Term together

with the Option Term(s) is sometimes herein referred to collectively as the “Lease

Term”.

3.3. Possession.

Tenant hereby accepts possession of the Leased Premises as of the Commencement Date on an

“AS IS, WHERE IS” basis without representation or warranty from Landlord except

as may be expressly set forth herein.

3.4. Use.

The Property shall be used for the construction and operation of an amphitheater and entertainment

complex and uses reasonably-attendant thereto, including without limitation community, civic

and other public and private events (the “Amphitheater”). The Property shall

not be used for any other purpose without the prior written consent of Landlord, which consent

may be granted or withheld in Tenant’s sole and absolute discretion. Tenant, at Tenant’s

expense, shall construct, own and operate all improvements associated with or incident to

the Amphitheater. Upon expiration of the Lease Term or earlier termination as provided herein,

all such improvements shall revert to, and become the property of, Landlord.

4. RENT.

In consideration of Landlord’s agreement to enter into this Lease with Tenant, Tenant

shall make the following rental payments to Landlord:

4.1. Rent

For the period commencing on the date Tenant obtains a certificate of occupancy for the Premises

(the “Rent Commencement Date”) and continuing through and including the last

day of the Lease Term, Tenant covenants and agrees to pay Landlord without notice, demand,

or set-off for the Leased Premises annual base rent (“Annual Base Rent”) equal

to: (a) $4,224,500 per year plus (b) an escalator of ten percent (10%) every five years commencing

on the fifth anniversary of the Rent Commencement Date and continuing thereafter every five

years throughout the Term, including any extensions thereof. The Annual Base Rent shall be

paid monthly in twelve (12) equal installments per year. Notwithstanding anything contained

herein to the contrary, it is the purpose and intent of Landlord and Tenant that the Annual

Base Rent payable under this Lease be absolutely net to Landlord, such that this Lease shall

yield, absolutely net to the Landlord, the Annual Base Rent specified in this Lease during

the Initial Term of this Lease and during any Option Term. Tenant shall likewise be responsible

for any so-called “rent or sales tax” payable to the state or local taxing authority

on the Annual Base Rent payable hereunder, if any, under applicable state law, but specifically

excluding any income tax of Landlord.

4.2. Additional

Rent; Triple-Net Lease. Landlord and Tenant agree that this Lease shall be a “triple-net”,

or NNN, lease. Commencing on the Rent Commencement Date, all costs, charges, indemnities,

and expenses of every kind and nature (excluding only income taxes attributable to Landlord)

shall be paid by Tenant. All such costs, charges, indemnities and expenses are defined herein

as “Additional Rent”.

the event of nonpayment by Tenant of the Additional Rent, Landlord shall have the right to pay any such amounts not paid timely by Tenant,

and thereafter Landlord shall have the same rights and remedies with respect to such non-payment as is provided for herein in case of

nonpayment of Annual Base Rent, and any such amounts paid by Landlord shall thereafter bear interest at a rate of ten percent (10.0%)

per annum until paid, and shall be due and payable on demand as further Additional Rent hereunder. For the avoidance of doubt, Tenant

shall pay directly the applicable Real Estate Taxes for the Property on or before the delinquency date thereof.

4.3. Payment

of Rent. All Annual Base Rent as described and defined herein is collectively called

“Rent”. All monthly installments of Rent, and any adjustments thereto provided

for in this Lease, shall be paid, in arrears, to Landlord (following calculation of the prior

month’s Net Ticket Revenue in accordance with Section 4.1 above) before or on the fifteenth

(15th) day of each calendar month by electronic funds wire transfer or other method approved

by Landlord.

4.4. Liability

Insurance. At the Tenant’s sole expense, the Tenant shall obtain and maintain,

during the Lease Term, public liability insurance naming the Landlord, its agents and the

Tenant as insureds against any and all claims for injury to or death of persons or loss or

damage to property occurring upon, in or about the Premises. Such insurance shall afford

minimum protection of $5,000,000.00 with respect to bodily injury to or death of any one

person, $5,000,000.00 with respect to bodily injury or death in any one occurrence or accident,

and $5,000,000.00 for property damage. The Tenant waives all rights of recovery against the

Landlord or Landlord’s agents, employees or other representatives for any loss, damages

or injury of any nature whatsoever to property or persons for which the Tenant is insured.

The Tenant shall obtain from Tenant’s insurance carriers and will deliver to the Landlord,

waivers of the subrogation rights under the respective policies.

5. ASSIGNMENT

AND SUBLETTING

5.1. Tenant

shall have the right to sublease the Property without the consent of Landlord, provided,

however, that no such sublease shall alter or diminish the obligations of Tenant hereunder.

6. DEFAULT

OF THE LEASE

6.1. Default

by Tenant. The occurrence of any of the following shall constitute a “Default”

of this Lease by Tenant:

(a) Any

failure by Tenant to pay within five (5) days following written notice from Landlord the

Annual Base Rent or Additional Rent, or any other monetary sums required to be paid hereunder;

provided that such written notice shall only be required twice in any 12-month period, and

after two such notices are given, in any 12-month period, the 5-day period shall revert to

a grace period only of five (5) days following the due date thereof;

(b) A

failure by Tenant to observe and perform any other non-monetary provision or obligation of

or under this Lease where such failure continues for thirty (30) days after written notice

thereof by Landlord to Tenant, provided, however, that if the nature of such default or failure

is such that the same cannot reasonably be cured within such thirty (30) day period, Tenant

shall within such period commence such cure and thereafter diligently prosecute the same

to completion, but in no event shall such cure period exceed sixty (60) additional days;

making by Tenant of any general assignment or general arrangement for the benefit of creditors;

the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or of a

petition for reorganization or arrangement under any law relating to bankruptcy (unless,

in the case of a petition filed against Tenant, the same is dismissed within ninety (90)

days); the appointment of a trustee or receiver to take possession of substantially all of

Tenant’s assets located at the Leased Premises or of Tenant’s interest in this

Lease, where possession is not restored to Tenant within ninety (90) days; or the attachment,

execution or other judicial seizure of substantially all of Tenant’s assets located

at the Leased Premises or of Tenant’s interest in this Lease, where such seizure is

not discharged within ninety (90) days; or

(d) Tenant

shall default under the terms and conditions of the subleases as defined herein, and such

default is not cured within any applicable grace or cure period thereunder.

6.2. Remedies

in Event of Default by Tenant. In the event of any Default by Tenant, Landlord or Landlord’s

agents may at any time thereafter, with or without notice and demand and without limiting

Landlord in the exercise of any right or remedy at law or in equity which Landlord may have

by reason of such Default or breach: re-enter the Leased Premises and remove all persons

and all or any property therefrom either by summary dispossess proceedings or by suitable

action or proceeding at law. Upon the termination of the term of this Lease by reason of

the happening of any of the Defaults therein above described or in the event of the termination

of this Lease by summary dispossess proceedings or under any provision of law now or at any

time hereafter in force by reason of or based upon or arising out of a Default under or breach

of this Lease on the part of the Tenant, or upon the Landlord recovering possession of the

Leased Premises in the manner or in any of the circumstances herein before mentioned or in

any other manner or circumstances whatsoever, whether with or without legal proceedings,

by reason of or based upon or arising out of a Default or under a breach of this Lease on

the part of the Tenant, the Landlord may, at its sole option and without obligation, relet

the Leased Premises, or any part or parts thereof, for the account of the Tenant or otherwise,

and receive and collect the Rents therefore, applying the same first to the payment of such

expenses as the Landlord may have incurred in recovering possession of the Leased Premises,

including the legal expenses and reasonable attorneys’ fees, and for putting the same

into good order or condition or preparing or altering the same for re-rental and all other

expenses, commissions, and charges paid, assumed, or incurred by the Landlord in or about

reletting the Leased Premises and then to the fulfillment of the covenants of the Tenant

hereunder. Any such reletting herein provided for may be for the remainder of the term of

this Lease as originally granted or for a longer or shorter period, at Landlord’s sole

option. In any such case and whether or not the Leased Premises, or any part thereof, be

relet, the Tenant shall pay to the Landlord the Annual Base Rent and all other Additional

Rent and charges and impositions required to be paid by the Tenant up to the time of such

termination of this Lease, or of such recovery of possession of the Leased Premises by the

Landlord, as the case may be, and thereafter, the Tenant covenants and agrees, if required

by the Landlord, to pay to the Landlord until the end of the term of this Lease and any Option

Term if exercised, the equivalent of the amount of the Rent reserved herein and all other

charges and impositions required to be paid by the Tenant, less the net avails of reletting,

if any, and same shall be due and payable by the Tenant to the Landlord on the dates specified

for the monthly payment of Rent herein. The Landlord shall have the election in place and

instead of holding the Tenant so liable, forthwith to recover against the Tenant as damages

for loss of the bargain and not as penalty an aggregate sum which at the time of such termination

of this Lease or of such recovery of possession of the Leased Premises by the Landlord, as

the case may be, represents the then present worth of the excess, if any, of the aggregate

of the monthly Rent and all other charges payable by the Tenant hereunder that would have

accrued for the balance of the term of this Lease (including any Option Term if exercised),

over the then present worth of the aggregate rental value of the Leased Premises for the

balance of such term using a present value discount rate of eight percent (8.0%), which Tenant

hereby agrees is a reasonable calculation. The specified remedies to which the Landlord may

resort under the terms of this Lease are cumulative and are not intended to be exclusive

of any other remedies or means of redress to which the Landlord may be lawfully entitled

in case of any Default or breach, or threatened breach, by the Tenant of any provision of

this Lease. The failure of the Landlord to insist in any one or more cases upon the strict

performance of any of the covenants of this Lease or to exercise any option herein contained

shall not be construed as a waiver or relinquishment for the future of such covenant or option.

A receipt by the Landlord of Rent with knowledge of any Default or the breach of any covenant

hereof shall not be deemed a waiver of such Default or breach, and no waiver by the Landlord

of any provisions of this Lease shall be deemed to have been made unless expressed in writing

and signed by the Landlord. In addition to the other remedies in this Lease provided, the

Landlord shall be entitled to the restraint by injunction of the violation or attempted or

threatened violation, of any of the covenants, conditions, or provisions of this Lease. Further,

as an additional remedy of Landlord upon a Default (and not in lieu of any other remedy herein

stated or under applicable law), Landlord shall have the absolute right to direct subtenants

to pay rent under any subleases directly to Landlord, and, in Landlord’s sole discretion,

to enter into a direct lease with subtenants.

6.3. Default

By Landlord. In the event of any default by Landlord in the performance of any specified

Landlord obligation hereunder, which default shall not be cured within thirty (30) days of

written notice from Tenant (or, if such default is incapable of being cured within such 30-day

period, within a reasonable additional time period provided Landlord is diligently pursuing

the cure of such default), Tenant shall have the right to initiate an action to compel the

specific performance by Landlord of the applicable Landlord obligation hereunder or any such

other action as is permitted by law, including termination of this Lease.

6.4. Attorney’s

Fees. In addition to any other remedies to which a party to this Lease is entitled, the

prevailing party shall be entitled to recover from the other party all reasonable fees and

expenses incurred in consequence of any breach by such party, including, without limitation,

the prevailing party’s reasonable attorney’s fees and expenses.

7. ENVIRONMENTAL

COMPLIANCE

Tenant

warrants that it shall not cause or permit any Hazardous Materials (as hereinafter defined) to be brought, kept or used in or about Leased

Premises by Tenant, its subtenants, agents, employees, contractors, or invitees except in commercial quantities similar to those quantities

usually kept on similar premises by others in the same business or profession. Tenant shall cause all such materials to be stored, used

and disposed of in compliance with all applicable federal, state and local laws, including, without limitation, laws governing Hazardous

Materials. If the presence of any Hazardous Materials on, in or under the Leased Premises caused or permitted by Tenant, its subtenants,

agents, employees, contractors or invitees results in any contamination of the Leased Premises, Tenant shall promptly take all actions,

at its sole expense, as are necessary to return the affected area to the condition existing prior to the introduction of any such Hazardous

Materials, including, without limitation, any investigation or monitoring of site conditions or any clean up, remediation, response,

removal, encapsulation, containment or restoration work required because of the presence of any such Hazardous Materials on, in or under

the Leased Premises or any release or suspected release or threat of release of any such Hazardous Materials in the air, soil, surface

water or ground water, by Tenant, its sublessees, agents, employees, contractors or invitees.

“Hazardous

Materials” as such term is used in this Lease means any hazardous or toxic substances, material or waste, regulated or listed pursuant

to any federal, state or local environmental law, including without limitation, the Clean Air Act, the Clean Water Act, the Toxic Substances

Control Act, the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act, the

Federal Insecticide, Fungicide, Rodenticide Act, the Safe Drinking Water Act and the Occupational Safety and Health Act as such Acts

have been or are hereafter amended from time to time.

Tenant

shall indemnify Landlord against any and all claims, demands, liabilities, losses and expenses, including consultant fees, court costs

and reasonable attorneys’ fees, arising out of any breach of the foregoing warranty. Further, Tenant agrees to indemnify Landlord

against any and all claims, demands, liabilities, losses and expenses, including consultant fees, court costs and reasonable attorneys’

fees, arising from or caused in whole or in part, directly or indirectly, by (i) any release of Hazardous Materials by Tenant or Tenant’s

agents on the Leased Premises or the Improvements during the term of this Lease; or (ii) Tenant’s failure to comply with any Hazardous

Materials laws with respect to the Leased Premises. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant,

or by Tenant’s representatives, contractors, assigns, or invitees (whether or not they are negligent, intentional, willful or unlawful)

shall be strictly attributable to Tenant. Tenant’s obligations pursuant to the foregoing warranty and indemnity shall survive the

expiration or earlier termination of this Lease.

Notwithstanding

anything to the contrary herein, Tenant shall have no obligation to indemnify Landlord for any claims, liabilities, losses and expenses

arising out of any Hazardous Materials placed, stored, used, or disposed of in the Improvements and/or any portion of the Leases Premises

by Landlord or its agents, employees or contractors, and in which case Landlord shall indemnify Tenant against any and all claims, demands,

liabilities, losses and expenses, including consultant fees, court costs and reasonable attorneys’ fees, arising out of such actions

or failure to act. Such expenses shall not be included in any additional rent to be paid by Tenant hereunder.

8. REPRESENTATIONS

AND WARRANTIES

The

execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and compliance with the terms of

this Agreement shall not conflict with or, with or without notice or passage of time, result in a breach of any of the terms or provisions

of, or constitute a default under, any instrument or agreement to which the Tenant is a party or by which the Tenant or its property

is bound or under any applicable regulation of any governmental agency, or judgment, order or decree of any court having jurisdiction

over the Tenant or its properties. Each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that

Tenant is a duly authorized and existing limited liability company under the laws of the State of Colorado, that the Tenant has full

right and authority to enter into this Lease, and that each person signing on behalf of the Tenant is authorized to do so. Further, Tenant

warrants and represents that it is not subject to any bankruptcy or similar proceeding.

9. GENERAL

PROVISIONS

9.1. Landlord’s

Liability. In the event of any transfer of title or interest, by Landlord herein, Landlord

herein named (and in case of any subsequent transfers the then grantor) shall be relieved

from and after the date of such transfer of all liability as respects Landlord’s obligations

thereafter to be performed, provided that any security deposits or other funds required to

be held by Landlord and in Landlord’s or the then grantor’s possession at the

time of such transfer, in which Tenant has an interest, shall be delivered to the grantee

and such grantee confirms in writing to Tenant that it shall hold and dispose of any such

security deposits or other funds pursuant to the terms of this Lease and assumes all other

obligations of Landlord directly for the benefit of Tenant. The obligations contained in

this Lease to be performed by Landlord shall, subject as aforesaid, be binding on Landlord’s

successors and assigns, only during their respective periods of ownership, and shall be expressly

limited to the then owner of the Property’s equity interest in and to the Leased Premises

and the Improvements, the rental, condemnation and insurance proceeds relating thereto and

to any insurance maintained by or for the benefit of Landlord. Neither Landlord nor any successor

landlord, nor any of their respective officers, members, shareholders, partners, employees

or agents, shall have any personal liability for the performance of their obligations hereunder.

9.2. Severability.

Any provision of this Lease determined to be invalid by a court of competent jurisdiction

shall in no way affect any other provision hereof.

9.3. Captions.

Article and paragraph captions are not a part hereof.

9.4. Entire

Agreement. The Lease contains all agreements of the parties with respect to any matter

mentioned herein. No prior agreement or understanding pertaining to any such matter shall

be effective. It may be modified in writing only, signed by the parties in interest at the

time of the modification.

9.5. Notices.

Any notice required or permitted to be given hereunder shall be in writing and may be served

personally, by certified mail, return receipt requested, postage prepaid, by nationally recognized

overnight courier service, or by email, addressed to Landlord and Tenant, respectively, at

the addresses set forth in the Preamble above. Notice shall be deemed delivered upon actual

delivery or refusal of delivery or, in the event of email delivery, at the time/date sent

with delivery receipt requested. Either party may by notice to the other specify a different

address for notice purposes. Under no circumstances shall notice be given by facsimile or

other electronic media.

to Landlord:

O’Neil

Roth Ford, LLC

c/o

O’Neil Roth Real Estate, LLC

1755

Telstar Drive, Suite 501

Colorado

Springs, CO 80920

to Tenant:

Sunset

Amphtiheater, LLC

ATTN:

General Counsel

1755

Telstar Drive, Suite 501

Colorado

Springs, CO 80920

Email:

jcrank@venu.live

9.6. Waiver.

No waiver by Landlord of any provision hereof shall be deemed a waiver of any other provision

hereof of any subsequent breach by Tenant of the same or any other provision. Landlord’s

consent to or approval of any act shall not be deemed to render unnecessary the obtaining

of Landlord’s consent to or approval of any subsequent act by Tenant.

9.7. Holding

Over. If Tenant remains in possession of the Leased Premises or any part thereof after

the expiration of the term hereof without the express written consent of Landlord, such occupancy

shall be a tenancy from month-to-month at a rental in amount of one hundred twenty-five percent

(125%) of the last monthly rental, including all additional rent, plus all other charges

payable hereunder, and upon all the terms hereof applicable to a month-to-month tenancy.

9.8. Cumulative

Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever

possible, be cumulative with all other remedies in law or equity.

9.9. Covenants

and Conditions. Each provision of this Lease performable by a party shall be deemed both

a covenant and a condition.

9.10. Binding

Effect; Governing Law. Subject to any provisions hereof restricting assignment or subletting

by Tenant, this Lease shall bind the parties, their personal representatives, successors

and assigns and it shall be governed by the laws of the State of Colorado.

9.11. Force

Majeure. Any prevention, delay or stoppage due to enemy or hostile governmental action,

civil commotion, fire or other casualty, other similar acts of God, or extraordinary material

shortages, which are beyond the reasonable control of the party obligated to perform, or

which are caused by the failure of the other party to fulfill its obligations under this

Lease, shall excuse the performance by such party for a period equal to any such prevention,

delay, or stoppage.

9.12. Recording.

The Parties agree that this Lease shall not be recorded. The Parties shall execute a memorandum

or short form lease (“Memorandum of Lease”), in a form suitable for recording

with the local clerk of recording. Said Memorandum of Lease shall be dated as of the day

and year of the execution of this Lease and shall disclose the parties, the term of the Lease,

including renewals, the legal description of the Leased Premises and may contain, in addition

to the foregoing, such other terms and conditions as the parties may mutually agree upon.

9.13. Estoppel

Certificate. Landlord and Tenant agree that at any time and from time to time, but not

more than fifteen (15) business days after written request by either of them to the other

or by the Mortgagee, to execute, acknowledge and deliver to the requested party a statement

in writing certifying, among other reasonably requested matters relating to the Lease to

the extent such statements are accurate, that this Lease is unmodified and is in full force

and effect (or if there have been such modifications, that the same is in full force and

effect as modified, and stating the modification) and the date to which the rental and other

charges have been paid in advance, and the absence of any default under the Lease by either

party, it being intended that any such statement delivered pursuant to this section may be

relied upon by any prospective purchaser of the fee, or Mortgagee or assignee of any mortgage

upon the fee interest in the Leased Premises or by any permitted assignee of the Tenant.

9.14. Subordination,

Attornment, Non-disturbance. Conditioned upon Landlord obtaining an executed Approved

SNDA as set forth below, Tenant hereby agrees that this Lease shall be subordinate to the

lien of any mortgage or deed of trust executed by Landlord for the benefit of any bank, insurance

company, individual, corporation, partnership, unincorporated association, or other lending

institution now or hereafter in force against the Leased Premises, and to all advances made

hereafter to be made upon the security of such mortgage or deed of trust, so long as in the

event of foreclosure, or any similar proceeding, of any such mortgage or deed of trust, or

any conveyance in lieu of such foreclosure, which foreclosure or conveyance occurs prior

to the expiration date of this Lease, and so long as an Event of Default has not occurred

and is continuing, Tenant shall not be disturbed in the quiet and peaceful possession of

the Premises in accordance with this Lease. Upon request from either party hereto, Tenant

and any holder or future holder, if applicable, of a mortgage or deed of trust covering the

Premises shall, in a written document in recordable form, execute and deliver a subordination,

non-disturbance and attornment agreement reasonably acceptable to the parties thereto (“Approved

SNDA”), but in any event on Mortgagee’s standard form, with any changes approved

by the Mortgagee.

9.15. Attornment.

In the event any proceedings are brought for foreclosure, or in the event of the exercise

of the power of sale under any mortgage or deed of trust made by Landlord covering the Leased

Premises, Tenant shall upon request attorn to the purchaser upon any such foreclosure or

sale and recognize such purchaser as Landlord under this Lease so long as such purchaser

assumes in writing directly to Tenant the obligations of Landlord under this Lease and shall

not disturb Tenant in the quiet and peaceful possession of the Premises so long as an Event

of Default has not occurred and is continuing, and in any event subject to the Approved SNDA

executed in the future. In the event of a conflict or inconsistency between the terms and

conditions of this Section 9.15 and the terms and conditions of the Approved SNDA, the Approved

SNDA shall control.

9.16. Time

of the Essence. Time is of the essence in the payment and performance of the terms and

conditions of this Lease.

[Signature

Page Follows]

WITNESS WHEREOF, Landlord and Tenant each have signed and sealed this Lease as of the day and year first above written.

LANDLORD:

O’Neil Roth Ford, LLC, a Colorado limited

liability company

By:

/s/ Kevin O’Neil

Kevin O’Neil,

Co-Manager

By:

/s/ JW Roth

JW Roth, Co-Manager

TENANT:

Sunset

Amphitheater, LLC, a Colorado limited liability company

By:

Notes Live Real Estate, LLC, Manager

By: Venu Holding Corporation, Manager of Notes Live Real Estate, LLC

By:

/s/ JW

Roth

JW Roth, Chairman & CEO of Venu Holding Corporation

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