Venu Holding Corp

EX-10.1 · ex10-1.htm

EX-10.1
 2
 ex10-1.htm
 EX-10.1

 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:

 1.
 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.

 2.
 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.

 1

 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
 H .

 3.
 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 Owner s. 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).

 2

 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.

 4.
 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.

 5.
 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.

 3

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

 6.
 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.

 7.
 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.

 4

 8.
 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.

 9.
 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.

 5

 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.

 In
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.

 6

 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.

 7

 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.

 8

 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.

 9

 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]

 10

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
A

 Property
Description

 [Omitted.]

 Exhibit
B

 PROMISSORY
NOTE

 [Omitted.]

 Exhibit
C

 STOCK
TRANSFER AGREEMENT

 [Omitted.]

 Exhibit
D

 STOCK
TRANSFER AGREEMENT

 [Omitted.]

 Exhibit
E

 Beneficial
Interest Buyout Schedule

 [Omitted.]

 Exhibit
F

 BENEFICIAL
INTEREST PURCHASE AND ASSIGNMENT AGREEMENT

 [Omitted.]

 Exhibit
G

 Common
Stock Purchase Warrant

 [Omitted.]

 Exhibit
H

 Common
Stock Purchase Warrant

 [Omitted.]

EX-10.2 · ex10-2.htm

EX-10.2
 3
 ex10-2.htm
 EX-10.2

 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”.

 1

 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”.

 In
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.

 2

 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;

 3

 (c) The
 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.

 4

 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.

 5

 “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.

 6

 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.

 7

 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.

 If
to Landlord:

 O’Neil
Roth Ford, LLC

 c/o
O’Neil Roth Real Estate, LLC

 1755
Telstar Drive, Suite 501

 Colorado
Springs, CO 80920

 If
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.

 8

 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]

 9

 IN
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

 10

 EXHIBIT
A

 [Omitted.]

 11