UNDERWRITING AGREEMENT between VENU HOLDING CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters VENU HOLDING CORPORATIONUnderwriting Agreement • November 8th, 2024 • Venu Holding Corp • Services-amusement & recreation services • New York
The undersigned, Venu Holding Corporation, a corporation formed under the laws of the State of Colorado (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Venu Holding Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
LEASE AGREEMENTLease Agreement • August 6th, 2024 • Notes Live, Inc. • Colorado
THIS LEASE AGREEMENT (“Lease”) is made and entered into this 1st day of April 2022 between GAHIA, LLC a Colorado limited liability company whose address is 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Landlord,” and Bourbon Brothers Smokehouse and Tavern GA, LLC, a Georgia based limited liability company whose address 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Tenant.”
COMMERCIAL CONSTRUCTION TO PERMANENT LOAN AGREEMENT LOAN NUMBER AGREEMENT DATECommercial Construction to Permanent Loan Agreement • August 6th, 2024 • Notes Live, Inc. • Georgia
JAY WILLIAM ROTH 3941 HIGH FOREST RD COLORADO SPRINGS, CO 80908 OLD MILL, LLC 337 E PIKES PEAK AVE, STE 200 COLORADO SPRINGS, CO 80906 MATTHEW R. CRADDOCK IRREVOCABLE TRUST 337 EAST PIKES PEAK AVENUE COLORADO SPRINGS, CO 80903
FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • August 6th, 2024 • Notes Live, Inc.
This FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “First Amendment”) dated as of January 31, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOMA, a municipal corporation (the “City”), as beneficiary of the Authority.
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • August 6th, 2024 • Notes Live, Inc.
Borrower: Hospitality Income & Ascot, LLC 1830 Jet Stream Drive Colorado Springs, CO 80921 Lender: Integrity Bank & Trust 1275 Village Ridge Point Monument, CO 80132
ASSIGNMENT AND ASSUMPTION OF LEASESAssignment and Assumption of Leases • August 6th, 2024 • Notes Live, Inc.
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (the “Assignment”) is made and entered into this day of December, 2022 by and between GA HIA, LLC, a Colorado limited liability company (“Assignor”), and MATTHEW R. CRADDOCK, AS TRUSTEE UNDER THE MATTHEW R. CRADDOCK IRREVOCABLE TRUST DATED NOVEMBER 5, 2020, a Colorado Irrevocable Trust (“Assignee”).
TAD DEVELOPMENT AGREEMENTDevelopment Agreement • August 6th, 2024 • Notes Live, Inc. • Georgia
This Development Agreement (this “Agreement”), dated as of the 12th day of September, 2022, is made by and between the City of Gainesville, Georgia, a municipal corporation of the State of Georgia (the “City”) and GA HIA, LLC (hereinafter referred to as “Developer”), a Georgia limited liability company, as Developer.
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYPurchase and Sale Agreement • August 6th, 2024 • Notes Live, Inc. • Colorado
This Agreement for Purchase and Sale of Real Property (the “Agreement”) is entered into by and between NORTHGATE PROPERTIES, LLC, a limited liability company organized under the laws of the State of Colorado or its assigns (“Seller”), and NOTES LIVE REAL ESTATE AND DEVELOPMENT LLC, a limited liability company organized under the laws of the State of Colorado (“Purchaser”). Seller and Purchaser are sometimes collectively referred to herein as the “Parties.”
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 6th, 2024 • Notes Live, Inc. • Georgia
This PURCHASE AND SALE AGREEMENT (this “Agreement”), is made and entered into this 22nd day of June, 2021 (the “Effective Date”), by and between the GAINESVILLE REDEVELOPMENT AUTHORITY (the “Authority” or “Seller”) and GA EHA, LLC, a Colorado limited liability company (“Purchaser”).
EXCLUSIVE OPERATING AGREEMENTExclusive Operating Agreement • August 6th, 2024 • Notes Live, Inc. • Oklahoma
THIS EXCLUSIVE OPERATING AGREEMENT (this “Agreement”) dated January 22, 2024 (the “Effective Date”), is by and between Live Nation Worldwide, Inc., a Delaware corporation or an affiliate thereof (“Operator”) and Notes Live, Inc., a Colorado corporation (“Owner”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • August 6th, 2024 • Notes Live, Inc.
THIS FIRST AMENDMENT TO THE LEASE AGREEMENT (“Amendment”) is made and entered into this 1st day of June 2014, between Bourbon Brothers, LLC, a Colorado limited liability company whose address is 2 N. Cascade Ave., Ste. 1400, Colorado Springs, Co 80903, herein designated as the “Landlord,” Bourbon Brothers Southern Kitchen Colorado Springs, LLC, a Colorado limited liability company whose address is 2 N. Cascade Ave., Ste. 1400, Colorado Springs, Co 80903, herein designated as the “Tenant” and Bourbon Brothers Holding Corporation, a Colorado corporation whose address is 2 N. Cascade Ave., Ste. 1400, Colorado Springs, Co 80903, herein designated as the “Guarantor.”
Licensing AgreementLicensing Agreement • August 6th, 2024 • Notes Live, Inc. • Colorado
This Licensing Agreement (this “Agreement”) is made effective as of May 18, 2022 between Notes Live, LLC (“Licensor”), a Colorado limited liability company located at 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920, and Roth Premium Foods, LLC (“Licensee”), a Colorado limited liability company located at 1830 Jet Stream Drive, Colorado Springs, CO 80921.
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2024 • Notes Live, Inc. • Colorado
THIS EMPLOYMENT Agreement (this “Agreement”) is dated as of this 6th day of June, 2023 (the “Effective Date”), between Notes Live, Inc., a Colorado corporation, its successors, and assigns (“Company” or “Corporation”), and J.W. Roth, an individual (“Executive”). Company and Employee may be referred to individually as a “Party,” or collectively as, the “Parties.”
CHAPTER 380, GRANT, AND DEVELOPMENT AGREEMENT by and among CITY OF MCKINNEY, TEXAS, MCKINNEY ECONOMIC DEVELOPMENT CORPORATION, MCKINNEY COMMUNITY DEVELOPMENT CORPORATION as City Parties and NOTES LIVE, INC., as Owner Dated as of April 16, 2024 SUNSET...Grant and Development Agreement • August 6th, 2024 • Notes Live, Inc. • Texas
THIS CHAPTER 380 GRANT AND DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into effective as of April 16, 2024 (the “Execution Date”) by and among CITY OF MCKINNEY, TEXAS, a Texas home rule municipal corporation (“City”), MCKINNEY ECONOMIC DEVELOPMENT CORPORATION, a Type A, non-profit development corporation created and existing under the laws of the State of Texas (the “State”), including the Texas Development Corporation Act (“MEDC”), MCKINNEY COMMUNITY DEVELOPMENT CORPORATION, a Type B, non-profit development corporation created and existing under the laws of the State, including the Texas Development Corporation Act (“MCDC”) and NOTES LIVE, INC., a corporation organized under the laws of the State of Colorado (“Owner”). The City, MEDC and MCDC are sometimes collectively referred to as the “City Parties.” City Parties and Owner are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
GUARANTEES FEE AGREEMENTGuarantees Fee Agreement • August 6th, 2024 • Notes Live, Inc.
THIS GUARANTEES FEE AGREEMENT (“Agreement”) is made as of February ___, 2024, by and between Notes Live, Inc., a Colorado corporation (“Company”), and J. W. Roth, individually (“Guarantor”).
TICKETING SERVICES AGREEMENTTicketing Services Agreement • August 6th, 2024 • Notes Live, Inc. • California
This Ticketing Services Agreement (this “Agreement”) is entered into as of May 1, 2023 (the “Effective Date”), by and between AXS Group LLC, a Delaware limited liability company (“AXS”), and Notes Live, Inc., a Colorado corporation (“Client”), with reference to the following facts:
LOAN NUMBER NOTE DATE PRINCIPAL AMOUNT LOAN TERM MATURITY DATECommercial Promissory Note • August 6th, 2024 • Notes Live, Inc. • Georgia
CONSTRUCTION LOAN AGREEMENT. “Construction Loan Agreement” means the Construction to Permanent Loan Agreement between Lender and Borrower entered into on May 26, 2022.
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYPurchase and Sale Agreement • August 6th, 2024 • Notes Live, Inc. • Colorado
This Agreement for Purchase and Sale of Real Property (the “Agreement”) is entered into by and between NORTHGATE PROPERTIES, LLC, a limited liability company organized under the laws of the State of Colorado or its assigns (“Seller”), and NOTES LIVE REAL ESTATE AND DEVELOPMENT LLC, a limited liability company organized under the laws of the State of Colorado (“Purchaser”). Seller and Purchaser are sometimes collectively referred to herein as the “Parties.”
THIRD AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • August 6th, 2024 • Notes Live, Inc.
This THIRD AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “Third Amendment”) dated as of March 5, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOMA, a municipal corporation (the “City”), as beneficiary of the Authority.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • August 6th, 2024 • Notes Live, Inc.
THIS FIRST AMENDMENT TO THE LEASE AGREEMENT (“Amendment”) is made and entered into this 1st day of April 2022, between Hospitality Income & Asset, LLC, a Colorado limited liability company whose address is 1820 Jet Stream Drive, Colorado Springs, Co 80921, herein designated as the “Landlord,” and Bourbon Brothers Presents, LLC, a Colorado limited liability company whose address is 1820 Jet Stream Drive, Colorado Springs, Co 80921, herein designated as the “Tenant”.
MARKETING AND CONSULTING SERVICES AGREEMENTMarketing and Consulting Services Agreement • August 6th, 2024 • Notes Live, Inc.
THIS MARKETING AND CONSULTING SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2023, by and between NOTES LIVE, INC. and Chad Hennings, an individual (the “CONSULTANT”).
ASSIGNMENT AND TRANSFER OF LEASE AGREEMENTAssignment and Transfer of Lease Agreement • August 6th, 2024 • Notes Live, Inc.
This Assignment and Transfer of Lease Agreement (“Agreement”) is entered into this 27th day of March, 2017 by and among Bourbon Brothers, LLC d/b/a Hospitality Income & Asset, LLC (“HIA” and “Landlord”), Bourbon Brothers Smokehouse and Tavern CS, LLC ( “BBSTCS”), Art Dimensions, Inc. d/b/a Southern Concepts Restaurant Group, Inc. (“SCRG”) and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC (“SHSK”). The foregoing parties to this Agreement are referred to collectively as the “Parties.”
SUBLEASE AGREEMENTSublease Agreement • August 6th, 2024 • Notes Live, Inc. • Colorado
THIS SUBLEASE AGREEMENT (“Lease”) is made and entered into as of the 1st day of June, 2023 between The Sunset Amphitheater, LLC a Colorado limited liability company whose address is 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Landlord,” and Sunset Operations, LLC, a Colorado limited liability company which is wholly owned by Notes Live, Inc., whose address 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920, herein designated as the “Tenant.”
FOURTH AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • August 6th, 2024 • Notes Live, Inc.
This FOURTH AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “Fourth Amendment”) dated as of March 5, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOMA, a municipal corporation (the “City”), as beneficiary of the Authority.
DEED OF TRUSTDeed of Trust • August 6th, 2024 • Notes Live, Inc. • Colorado
THIS DEED OF TRUST is made this ______ day of January, 2024, between NOTES LIVE REAL ESTATE AND DEVELOPMENT, LLC, a Colorado limited liability company (Borrower), whose address is 1755 Telstar Dr. Suite 501 Colorado Springs, CO; and the Public Trustee of the County in which the Property (see § 1) is situated (Trustee); for the benefit of KWO, LLC, a Colorado limited liability company Lender), whose address is 117 S Wahsatch Ave, Colorado Springs, Colorado.
ECONOMIC DEVELOPMENT AGREEMENT BY AND AMONG SUNSET AT BROKEN ARROW, LLC and BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY and CITY OF BROKEN ARROW, OKLAHOMA Dated as of October 3, 2023 ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • August 6th, 2024 • Notes Live, Inc. • Oklahoma
This ECONOMIC DEVELOPMENT AGREEMENT (the “Agreement”) dated as of October 3, 2023, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY (the “Authority”) an Oklahoma public trust, and the CITY OF BROKEN ARROW, OKLAHOMA, a municipal corporation (hereinafter called the “City”), as beneficiary of the Authority.
AMENDMENT TO TICKETING SERVICES AGREEMENT SUNSET AMPHITHEATERTicketing Services Agreement • August 6th, 2024 • Notes Live, Inc.
This Amendment to the Ticketing Services Agreement (the “Amendment”) is entered into as of March 29, 2024 (the “Effective Date”), by and among AXS Group LLC (“AXS”), a Delaware limited liability company, and Notes Live, Inc., a Colorado corporation (“Client”), with reference to the following facts:
EXCLUSIVE OPERATING AGREEMENTExclusive Operating Agreement • August 6th, 2024 • Notes Live, Inc. • Colorado
THIS EXCLUSIVE OPERATING AGREEMENT (this “Agreement”) dated this 14th day of June, 2023 (the “Effective Date”), is by and between AEG Presents – Rocky Mountains, LLC, a Delaware limited liability company (“Operator”) and Notes Live, Inc., a Colorado corporation (“Owner”).
AMENDED AND RESTATED LEAK-OUT AGREEMENTLeak-Out Agreement • August 6th, 2024 • Notes Live, Inc. • Colorado
This AMENDED AND RESTATED Leak-Out Agreement (this “Agreement”) is entered into effective as of [__], 2024 (the “Effective Date”), by and between Notes Live, Inc., a Colorado corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of the Company’s Class C Voting Common Stock.
SECOND AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • August 6th, 2024 • Notes Live, Inc.
This SECOND AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “Second Amendment”) dated as of February 20, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOMA, a municipal corporation (the “City”), as beneficiary of the Authority.
SECOND AMENDMENT TO TICKETING SERVICES AGREEMENTTicketing Services Agreement • August 6th, 2024 • Notes Live, Inc.
This Second Amendment to the Ticketing Services Agreement (the “Second Amendment”) is entered into as of March 29, 2024 (the “Effective Date”), by and among AXS Group LLC (“AXS”), a Delaware limited liability company, and Notes Live, Inc., a Colorado corporation (“Client”), with reference to the following facts:
LOAN AUTHORIZATION AND AGREEMENT (LA&A)Loan Authorization and Agreement (La&A) • August 6th, 2024 • Notes Live, Inc.
CAREFULLY READ THE LA&A: This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.
OPERATIONS LEASE AGREEMENTOperations Lease Agreement • October 21st, 2024 • Venu Holding Corp • Services-amusement & recreation services • Colorado
THIS OPERATIONS LEASE Agreement (“Lease”) is made and entered into as of August 21, 2024 (the “Effective Date”) between Sunset Amphitheater, LLC a Colorado limited liability company whose address is 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920, herein designated as the “Landlord,” and Notes Live Foundation, a Colorado non-profit corporation, whose address 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920, herein designated as the “Tenant.”
NAMING AND SPONSORSHIP RIGHTS AGREEMENTNaming and Sponsorship Rights Agreement • August 6th, 2024 • Notes Live, Inc. • Colorado
This Name & Title Sponsorship Agreement (“Agreement”) is made as of the date of the last of all signatures set forth below (“Effective Date”) by and between Sunset Operations, LLC, a Colorado limited liability company (“Owner”) located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920 and, Mountain States FDAF located at 9980 South 300 West, Suite 200, Sandy, Utah 84070 (“Sponsor”).
FIRST AMENDMENT TO OPERATIONS SUBLEASE AGREEMENTOperations Sublease Agreement • October 21st, 2024 • Venu Holding Corp • Services-amusement & recreation services
THIS FIRST AMENDMENT TO OPERATIONS SUBLEASE AGREEMENT (“Amendment”) is made and entered into as of September 24, 2024 (the “Effective Date”) between Notes Live Foundation, a Colorado non-profit corporation whose address is 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920, herein designated as the “Landlord,” and Sunset Operations, LLC, a Colorado limited liability company, whose address 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920, herein designated as the “Tenant.”
