UNDERWRITING AGREEMENT between VENU HOLDING CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters VENU HOLDING CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 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:
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • December 3rd, 2024 • Venu Holding Corp • Services-amusement & recreation services
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 26, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Venu Holding Corporation, a Colorado corporation (the “Company”), up to _____ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
