NYSE: VENU

Venu
believes that its strategic development of venues in rapid-growth areas, experience in building partnerships with local governments and
managing the elevated regulatory standards associated with public-private projects, and ability to negotiate naming and sponsorship rights
with ubiquitous brands make it a highly sought-after entertainment and hospitality company by municipalities across the United States.

Corporate
History

Venu
was originally formed in Colorado on March 13, 2017, as Bourbon Brothers Restaurants, LLC, a Colorado limited liability company. On April
6, 2022, the Company converted to a corporation. On September 6, 2024, Venu adopted Amended and Restated Articles of Incorporation to,
among other things, change its legal name to “Venu Holding Corporation”.

Venu’s
principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. (telephone: 719-895-5483).
Venu’s principal website is https://venu.live. Information contained on, or accessible through, Venu’s website is
not a part of this Annual Report.

Overview
of Venu’s Venues

Venu
currently has two music venue concepts: (1) an indoor, more intimate music hall venue known as Bourbon Brothers Presents (“BBP”),
which currently operates under the names of Phil Long Music Hall at Bourbon Brothers with respect to the Colorado venue and The Hall
at Bourbon Brothers or Boot Barn Hall with respect to the Georgia venue in accordance with the naming rights of the BBP venues; and (2)
a multi-seasonal amphitheater venue known as The Sunset Amphitheater, which is intended to offer higher-end amenity options to patrons
that will vary depending on location, but will generally include offerings such as Luxe FireSuites, VIP suites, and access to an adjoining
restaurant and/or rooftop bar. Venu has operated a BBP in Colorado Springs, Colorado (“BBP CO”) since 2019 and in
Gainesville, Georgia (“BBP GA”) since June 2023. Venu’s debut outdoor Sunset Amphitheater venue opened in Colorado
Springs, Colorado, in August 2024, which is called Ford Amphitheater pursuant to a naming-rights agreement (“Ford Amphitheater”).
From time-to-time Venu may also explore other music, restaurant and entertainment venue concepts.

Venu
currently has two restaurant concepts: (1) a flagship, full-service restaurant concept known as Bourbon Brothers Smokehouse & Tavern
(“BBST”); and (2) an upscale, five-star, fine-dining restaurant concept known as Roth’s Sea & Steak (“Roth’s”).
Venu opened a BBST in Colorado Springs, Colorado (“BBST CO”) in 2017 and in Gainesville, Georgia (“BBST GA”),
simultaneously with its BBP GA indoor music hall, in June 2023. Venu opened Roth’s adjacent to Ford Amphitheater in June 2025 for
exterior concert seating and in November 2025 for restaurant operations.

Venu
expanded its live-music and entertainment footprint in Colorado Springs in September 2022 when it opened “Notes” bar-restaurant,
which featured upscale bar fare and dive-bar specials, before expanding to the full restaurant “Notes Eatery” in May 2024.
As of July 18, 2025, Notes Eatery ceased its operations.

Venu
has one bar concept, which is an elevated, craft-cocktail bar experience called Brohan’s (“Brohan’s”).
Brohan’s opened in November 2025 and operates on the rooftop of Roth’s overlooking the Ford Amphitheater.

7

Lastly,
Venu has a hospitality suite concept called Notes Hospitality Collection (“NHC”), which consists of hospitality suites
intended to be used for hosting large events such as corporate conferences, weddings, expos, galas, trade shows, and conventions. Venu’s
first NHC development opened in November 2025 as part of the mixed-use development where Roth’s and Brohan’s will operate
adjacent to the Ford Amphitheater. NHC consists of two premier, configurable hospitality spaces framing either side of Roth’s to
be used for hosting corporate events, weddings, trade shows, conventions, and other events.

Venu
typically constructs and operates its music, restaurant, and bar venues concurrently and in close proximity to one another, creating
an entertainment campus that enhances guests’ dining, social, and live-entertainment experiences.

Venu’s
Mission and Strategy

Venu’s
mission is to revolutionize entertainment and hospitality by offering dynamic entertainment campuses where music, dining, and luxury
converge. Venu carries out its mission by leveraging its:

●
exclusive collection of
premium restaurants and luxury venue properties, designed to enhance the customer experience through designed spaces and a spectrum
of ticket and menu offerings that accommodate the needs and desires of a wide range of customers, whether their priority is to enjoy
an outing that maximizes both fun and affordability or to be treated to a decadent, VIP type of experience;

●

management team with years
of experience and prior success in hospitality and entertainment, venue and infrastructure development, and venue and restaurant
management;

●

operational and brand partnerships
with well-known industry leaders that create brand recognition for Venu’s venues and enable them to be operated efficiently
and effectively to provide a seamless experience for customers while maximizing the returns of shareholders;

●

institutional knowledge
of the entertainment landscape, insight regarding which artists and entertainers drive audience engagement, and strong industry relationships
that make it possible to route those acts to Venu venues;

●

community ties and relationship
lead in the markets that Venu focuses on its development efforts in, which enhances its capital-raising efforts and advances its
ability to deliver the types and genres of entertainment that complement the desires and demographic of the community being served;

●

optimization of the functionality
and use of its venues, which can be rented for both personal and corporate events with a range of seating capacities and spaces that
can accommodate intimate gatherings or large, table-top events for 500-700 seated guests;

●

financing and acquisition
strategy that catalyzes growth while minimizing future dilution, as discussed in more detail under “Financing and Acquisition
Strategy” below; and

●

strict criteria for evaluating
business-expansion opportunities and ensuring that any new markets for its venues meet specific demographic profiles, are undersaturated
with entertainment options, and have local governments that recognize the value of investing in an entertainment campus to drive
local economic growth and to build community culture, as discussed in more detail under “Financing and Acquisition Strategy.”

Financing
and Acquisition Strategy

A
key factor to Venu’s current and future success is its ability to continue growing through venue and infrastructure development
while attempting to minimize future dilution. The financing and acquisition strategy of Venu and its subsidiaries include three primary
components: (1) partnering with municipalities that attract local development by offering financial incentives; (2) conducting pre-sales
for its venues of naming rights, sponsorships, owners’ club memberships, and rights to use Luxe FireSuites through traditional
cash sales, fractional financing, and triple-net lease interests; and (3) accessing attractive debt capital.

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Financial
Partnerships with Municipalities

When
deciding where to develop new venues, Venu focuses on high-growth areas that it believes are materially underserved of premium music
and entertainment options and are located in cities that are willing to partner with, and offer financial incentives to, Venu in exchange
for Venu’s agreement to develop a venue in the partnering city. Often, those financial incentives are made possible through economic-development
funds (“EDFs”), which enable local governments to fund projects and programs intended to spur the local economy or
to induce local property development by offering investments such as below-market land sales, land grants, tax abatements and rebates,
and/or property-tax refunds. Venu is experienced in obtaining land for new venue developments by negotiating favorable land-sale contracts
with cities who use EDFs to sell the land to Venu for substantially less than market value in exchange for Venu’s agreement to
develop and operate an entertainment campus on the land, which will in turn drive local economic growth, foster a community-wide culture,
and attract other developments.

As
an example of this strategy, Venu introduced its restaurant and music venue concepts to Gainesville, Georgia in January 2022 by negotiating
a Purchase and Sale Agreement between one of its subsidiaries, GA HIA, LLC (“GA HIA”), and the Gainesville Redevelopment
Authority (the “GRA”), pursuant to which the GRA agreed to sell approximately 1.7 acres of land to GA HIA for $800,000
to incentivize the development of the BBST GA restaurant and the BBP GA music hall that Venu opened on the property approximately 18
months later in June 2023. The GRA viewed its public-private partnership with GA HIA as an opportunity to induce and stimulate redevelopment
and investment in one of Gainesville’s tax-allocation districts that was in need of improvement. Similarly, on April 30, 2024,
the Company executed a term sheet with the City of El Paso, Texas (“El Paso”), and then in June 2024 and July 2024
entered into a Chapter 380 Economic Development Program Agreement (the “Chapter 380
Agreement”), a Purchase and Sale Agreement, and related transaction documents (collectively, the “Definitive El Paso
Agreements”). On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre
tract of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to the Definitive
El Paso Agreements. Under the Definitive El Paso Agreements the City of El Paso provided various incentives to the Company
related to the development of The Sunset El Paso including contributing cash towards Venu’s development costs by issuing an eight-year,
no-interest, forgivable loan to Venu (the “El Paso Loan”) in the principal amount of $8,000,000 funded by the Texas
Economic Development Fund. If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all
government authorizations required to develop and construct the amphitheater (such process, “Entitlement”) and hosts
a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven.

Through
its agreements with the Cities of Gainesville, Georgia and El Paso, Texas, Venu has negotiated various tax incentives through property-tax
rebates and sales-tax abatements that afford the Company financial benefits over the term of the rebates via reduced occupancy expenses.
As Venu plans and implements its Texas and Oklahoma expansion, it has entered into public-private partnerships and incentive packages
for the McKinney, Texas and Broken Arrow, Oklahoma markets as described in this Annual Report. See “Business – Public-Private
Partnership Obligations.”

While
Venu’s public-private partnerships with local municipalities enable Venu to acquire land on terms more favorable than Venu could
likely negotiate in open-market sales, or to obtain other financial incentives that offset Venu’s costs of constructing and operating
new venues, the agreements specifying the terms of Venu’s public-private partnerships with a given municipality also impose certain
conditions, obligations, and covenants (collectively, “Restrictions”) that restrict Venu’s ownership, use, and
development of the land it acquires and the venues it constructs and operates. Venu is typically subjected to those Restrictions pursuant
to the Development Agreements that Venu and a local municipality enter into in connection with the purchase and development of the land.
Certain immaterial obligations may also be imposed on Venu under the ancillary agreements to its public-private partnerships, which could
include, for example, parking or facilities-use agreements. The material terms of its public private partnership agreements and the Restrictions
on Venu’s ownership and use of the real property it has acquired through public-private partnerships are described in more detail
under “Subsidiaries and Properties — Public-Private Partnership Obligations” below. For a review of the material risks
Venu faces as a result of the Restrictions Venu and in connection with its public-private partnerships, see the section of this Annual
Report entitled “Risk Factors — The agreements specifying the terms of Venu’s public-private partnerships with local
municipalities impose various conditions, obligations, restrictions, and covenants related to Venu’s ownership, use, development,
and operation of the properties it acquires and the venues it constructs. Venu’s failure to comply with such restrictions could
subject Venu to various consequences, ranging from the payment of monetary fees to the clawback of purchased property, any of which could
have a materially adverse impact on Venu’s business and financial condition.”

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Pre-Sales
of Naming Rights, Sponsorships, Club Membership, and Rights to Use Luxe FireSuites Through NNN Lease Arrangements

The
second component of Venu’s financing and acquisition strategy consists of pre-selling the naming rights to its venues and generating
capital that can be used to finance development-related costs. The cost of naming rights for each of Venu’s venues range from approximately
$140,000 per year for an indoor concert venue, such as Phil Long Music Hall at Bourbon Brothers, to up to $2,000,000 per year for a large
multi-season amphitheater like The Sunset Amphitheater that Venu anticipates opening in McKinney, Texas. Venu’s former naming-rights
sponsor for both its BBP CO and BBP GA venues was Boot Barn Holdings Inc. (NYSE: BOOT), a leading retailer of western and work-related
apparel and footwear. In July 2024, Phil Long Dealerships, Inc. purchased the naming rights to BBP CO for a five-year term under an Agreement
for Naming and Sponsorship Rights, pursuant to which BBP CO is called “Phil Long Music Hall at Bourbon Brothers.”

In
May 2024, Sunset Operations, LLC, a wholly owned subsidiary of Venu, also entered into a Naming and Sponsorship Rights Agreement with
Mountain States FDAF, which agreed to acquire the naming rights to Venu’s first outdoor amphitheater in Colorado Springs. During
the duration of the agreement’s ten-year term, the amphitheater will be called “Ford Amphitheater.”

In
addition to pre-selling the naming rights to its venues, Venu has developed a menu of sponsorship inventory at each BBP location, which
primarily consists of table and shows sponsorships. Additionally, Venu may sell “Presenting Show” sponsorships for several
of its promoted shows.

Venu
or its venue operator also enters into product-specific sponsorship agreements. For example, pursuant to a Sponsorship Agreement with
Anheuser-Busch, LLC (“Anheuser-Busch”), Anheuser-Busch serves as the exclusive malt-beverage sponsor at Ford Amphitheater
and has the right to refer to itself in marketing materials as the “Official Beer Sponsor” and “Official RTD Sponsor”
of Ford Amphitheater.

Certain of Venu’s subsidiaries also accumulate
financing and acquisition capital for the specific assets and properties held by that subsidiary by selling non-voting membership units,
which entitle holders to various in-kind benefits, such as rights to use a Luxe FireSuite at a specific multi-season music amphitheater
as well as certain preferential economic rights. The rights associated with the non-voting membership units are set forth in the applicable
subsidiary’s operating agreement, which, in certain cases, provides that any distributions of available cash that is attributable
to a defined portion of revenues generated by ticket sales for an event held at a specific venue project will be distributed to the non-voting
members (which include all members except Venu and its subsidiaries), with the excess to be distributed to the voting member (which is
Venu or a wholly-owned subsidiary). At Ford Amphitheater in Colorado Springs, Venu incorporated 90 Luxe FireSuites located on the concourse
between the stadium-style seating in front of the stage and the lawn, each of which accommodates eight VIP guests per show. Prior to breaking
ground on Ford Amphitheater, in this manner Venu pre-sold rights to each Luxe FireSuite, with the proceeds deployed to fund most of the
amphitheater’s construction-related expenses. Venu expects that those subsidiaries that will own their amphitheater assets will
utilize a similar financing strategy in the markets where there are plans to develop multi-seasonal amphitheaters, which currently include
Broken Arrow, Oklahoma, McKinney, Texas, El Paso, Texas, and Houston Texas. Because the development and market of each amphitheater is
unique, pricing for interests in Luxe FireSuites will vary depending on venue location.

During
2025, a wholly owned subsidiary of Venu, Venu LuxeSuite Holdings, LLC (“Luxe”), also entered into triple-net (“NNN”)
lease arrangements providing for the sale of use rights and the concurrent lease-back of certain luxury concert suites (each, a “Luxe
FireSuite”) at certain venues. Under the NNN lease structure, Luxe sells to a third party the exclusive use rights to a Luxe
FireSuite in exchange for the third-party’s payment of an upfront purchase price and concurrently leases the Luxe FireSuite back
for a 15-year term. The lease is “triple net,” meaning that Luxe is responsible for all suite-related operating costs (maintenance,
insurance, taxes) over the term of the lease. Certain Venu subsidiaries that own, or are developing, amphitheaters also may sell interests
in Luxe FireSuites using this same NNN model.

Debt
Financing

The
final component of Venu’s acquisition and financing strategy is accessing attractive debt capital. Based on the land sales that
Venu has previously negotiated with various municipalities, Venu believes it can acquire land inexpensively through continuing to strategically
partner with municipalities. Venu also believes it is equipped to fund portions of its construction expenses using funds generated from
pre-sales of its naming rights, Luxe FireSuites, and sponsorships. Those abilities make Venu believe it is uniquely positioned to access
debt on attractive terms to finance any other unfunded construction costs.

Other
Financing Strategies

In
addition to the financing strategies outlined generally described above, Venu’s financing strategy includes other components, such
as continued revenue growth, sale-leaseback transactions, and sales by certain of Venu’s subsidiaries, such as GA HIA, of membership
interests to third parties as a component of the financing for the specific real property asset and development they hold, as described
further below under “Venu’s Subsidiaries and Properties”. Further, with respect to certain of its real property
assets and interests, Venu may from time to time elect to hold title to a particular asset through a Delaware Statutory Trust and permit
third parties to acquire beneficial interests in the trust in a tax-advantaged manner (such as through “1031 exchanges”)
and realize certain tax benefits. Under such an arrangement, a wholly owned subsidiary serves as the trustee of the trust and controls
all decisions with respect to the property (including its potential sale). This structure is similar to a sale-leaseback arrangement
in that Venu can in part monetize an otherwise illiquid asset, yet, retain full control over the asset and have the power and authority
to repurchase the applicable property in full if deemed appropriate under the market conditions and the Company’s liquidity at
any given time.

One
example is the real property upon which the Ford Amphitheater was constructed, which is leased to Sunset Amphitheater LLC under a ground
lease and conveyed to a Delaware Statutory Trust with the expectation that a portion (but in no event all) of the beneficial interests
in that trust will be sold to third parties.

Another
example of one of Venu’s financing strategies is its sale-leaseback transaction involving the 5.5-acre parcel of real property
owned by Notes Live Real Estate, LLC (“NLRE”), a wholly owned subsidiary of Venu, in Colorado Springs, Colorado, which
serves as the primary parking lot for Ford Amphitheater. After purchasing and improving that property in fiscal years 2023 and 2024,
NLRE sold the property to a related party in November 2025 pursuant to a real estate purchase and sale agreement, yielding a development
profit, and concurrently entered into a ground lease agreement with that related party to lease the property back for a 20-year term
under an NNN lease structure.

10

Site-Selection
Strategy

Venu
has developed criteria and a disciplined process for expanding its live-music venues and restaurant properties. Venu searches for markets
that meet its strict criteria and in which there are few or no competing entertainment properties. To date, Venu has focused on markets
in warmer weather locations, metro areas that have expanded substantially and where there are few entertainment venues in the outer lying
areas (such as the greater Atlanta, Georgia market), or mid-market metro areas that Venu believes have been overlooked with respect to
live-music entertainment opportunities (such as Tulsa, Oklahoma).

When
evaluating potential markets to expand to and local municipalities to partner with, Venu looks for markets that meet the site-selection
criteria for The Sunset Amphitheater and BBP venues described below:

●
The market is materially
underserved of premium, indoor or multi-seasonal venues for live music and entertainment.

●
The municipality is willing
to partner financially with Venu to attract the type of entertainment amenities that Venu offers and has focused on investments in
entertainment districts as part of its long-term city plans.

●
The demographic profile
of the community meets the age and household-income markers that Venu believes are most conducive to establishing a successful, well-attended
music and entertainment venue.

●
There are sites available
that are adjacent to high-traffic-count roadways with visibility for digital marketing.

●
There are physical locations
suitable from a zoning, sound, parking, and traffic perspective.

●
The location is conducive
to Venu’s overall act-routing strategy.

●
Venu has relationship leads
in the market, which drives financing strategy.

Venu
carries out its site-selection process in three stages:

●
Site Selection.
Based on the expansion criteria above, Venu identifies specific regions that serve as target markets for its venue concepts. Venu
works to identify experienced commercial real estate leads for each market, establishes specific criteria for expansion, and works
alongside those leads to identify, assess, and negotiate contracts for new locations.

●
Site Acquisition.
The site-selection lead for each market identifies target properties that meet the base criteria. A team led by Venu’s
Chief Executive Officer, JW Roth, engages with the market lead to assessing and, if deemed suitable, negotiate a purchase and sale
agreement that meets Venu’s financial framework.

●
Site Development.
Once the purchase and sale agreement is complete, Venu’s real estate development team manages entitlement, closing,
finalizing municipal financial incentives, architecture, and construction.

11

Venu’s
Sources of Revenue

Venu’s
primary revenue streams consist of the following:

●
Ticket Sales and
Fees. Venu promotes tickets for concerts and events it hosts through the location-specific websites of its BBP venues and
on the Ford Amphitheater website. Tickets are primarily sold online through third-party, full-service ticketing businesses that Venu
contracts with to promote and sell tickets for events. Venu retains a portion of the revenue generated from each ticket sale. Venu
also generates ticket revenue from walk-up sales at its BBP and Ford Amphitheater locations.

●
Fee Income.
Venu also generates revenue through collecting fees on tickets sold by third-party platforms, including convenience and order-processing
fees and service charges.

●
Venue Rentals.
Venu’s BBP venues are rented for a variety of events, including corporate gatherings, conferences, seminars, benefit concerts,
fundraisers, weddings, and holiday parties. Each BBP venue can be transitioned to different configurations, which allows for operational
flexibility and maximization of venue use. The two configurable NHC hospitality suites that frame either side of Roth’s in
the mixed-use development adjacent to Ford Amphitheater are also rentable for various events, including corporate events, weddings,
trade shows, conventions, and galas.

●
Naming Rights.
Venu generates a portion of its revenue by partnering with industry-leading brands under naming-rights agreements. By selling the
naming rights to its venues, Venu benefits from the name recognition of its sponsors and can offset its development, operational,
and occupancy costs through its collection of naming-rights fees. The naming-rights sponsors, in turn, strengthen their brand recognition
and visibility, heighten their exposure, and benefit from being associated with the world-class events that a hospitality and entertainment
company like Venu makes possible. In addition to negotiating the naming rights to its venues themselves, Venu negotiates naming rights
for specific segments within its venues and restaurants, such as patio spaces and the backstage area where artists conduct meet-and-greet
events. The naming rights sponsor for BBP CO is Phil Long Dealerships, Inc. The naming rights sponsor for The Sunset Amphitheater
in Colorado Springs is Mountain States FDAF, pursuant to which the amphitheater is called Ford Amphitheater. Our future amphitheater
locations are expected to have a naming rights sponsor when they open.

●
Sponsorships.
Venu’s sponsorship opportunities enable sponsors to advertise and connect to customers at Venu’s entertainment and
restaurant properties. Venu provides a marketing and communications platform intended to cater to the specific needs of each sponsor.
Venu offers: (i) foundational partnerships, which allow companies to enjoy exclusive benefits and recognition as founding partners
of Venu venues; (ii) industry-exclusive partnerships, which enable companies to gain exclusive rights to represent their industries
and stand out among their competitors; (iii) show and event sponsorships, which allow companies to associate their brands with specific
shows and events and to capture the attention of a targeted audience; and (iv) VIP sponsorship packages, which allow companies to
offer their clients and customers with a top-notch, VIP experience at Venu’s venues. While Venu’s primary sponsorships
are for tables and shows, it has a curated menu of sponsorship inventory at each of its venues that is available for sponsors to
showcase their brands. Venu or its venue operator also enters into product-specific sponsorship agreements. For example, the operator
of Ford Amphitheater has entered into sponsorship agreements with Anheuser-Busch, pursuant to which Anheuser-Busch serves as the
exclusive malt-beverage sponsor at Ford Amphitheater, and with Brown-Forman Corporation (“BFC”), pursuant to which
BFC has sponsorship exclusivity at Ford Amphitheater for its brand, Jack Daniel’s, in the bourbon/whiskey category.

●
Food and Beverage
Sales. Venu’s BBST restaurants, known for their selection of rare bourbons, ryes, and whiskies, serve American classics
and southern staples from a scratch kitchen and act as the exclusive caterer for BBP concerts and events while Roth’s provides
an elevated, fine-dining culinary experience. In 2024 and 2025, Venu generated revenues based on its BBST and BBP locations in Colorado
and Georgia both being operational for the full year. In 2025, Venu generated additional revenues from the opening of Roth’s
restaurant and Brohan’s bar in November 2025. Venu expects to generate additional revenues based on Roth’s and Brohan’s
being operational for the full year in 2026.

●
Parking Fees.
Venu generates or will generate revenue from the development of parking lots at its amphitheater locations. These premium lots are
or will be controlled exclusively by the Company, over and above each amphitheater operator’s parking that is or will be shared
between Venu and the operator. Venu began recognizing this revenue with the opening of Ford Amphitheater in Colorado Springs in August
2024.

●
Licensing Revenue
from Luxe FireSuites. Venu sells licenses for its Luxe FireSuites and owners club memberships at various Sunset Amphitheater
locations. Venu receives deposits ranging from $50,000 to $100,000 and fully prepaid licenses of $100,000 to $200,000 which are initially
recorded as long-term liabilities and recognized as rental income starting from the opening date of the location.

●
Revenue-Sharing Arrangements.
Venu enters or will enter operator agreements for various Sunset Amphitheater locations which provide for a revenue-sharing arrangement.
Under this arrangement, the operator will pay Venu a percentage of the net profits generated from the events held at the Sunset Amphitheater
location.

12

Venu’s
Venues

Music
Venues — Bourbon Brothers Presents (Indoor Music Hall)

BBP
Overview

BBP
is Venu’s indoor, intimate music and event venue known for promoting a mix of national-touring, legendary acts as well as up-and-coming
artists and premier local bands and performers. BBP is dedicated to bringing musical acts from the country music and rock and roll genres
as well as entertainment from a variety of other performance categories, including comedy, magic, and inspirational speakers, to growing
suburban markets. Venu currently operates a BBP venue in Colorado Springs, Colorado, BBP CO, which opened in 2019, and a second BBP venue
in Gainesville, Georgia, BBP GA, which opened in June 2023. Venu also intends to develop and open a new BBP venue in Centennial, Colorado
(“BBP Centennial”) in the first half of 2027.

Promoting
live entertainment is the foundation of the BBP revenue model. Each BBP location is designed to flexibly accommodate approximately 1,400
concertgoers at each general-admission concert featuring national-touring artists or to comfortably accommodate approximately 500-700
people for fully seated events complete with eight-top tables that are suited for intimate concerts, dueling piano shows, tribute bands,
and private events. In addition to promoting and hosting live concerts, BBP also generates incremental revenue through event rentals
and sponsorship sales. BBP rental rates vary depending on several factors, including the type, size, and date of the event.

Venu’s
designs for its BBP venues seek to showcase Venu’s attention to hospitality, care for artists’ comfort, and pursuit of delivering
an upscale concert experience. Each BBP location features an expansive stage, arena-quality audio and visual systems, and a grand dance
floor and video wall. In addition to the indoor music hall, each BBP venue is built with an outdoor patio that features exterior bar
access, Luxe FireSuites, and unobstructed views of the surrounding areas.

BBP
— Colorado Springs, Colorado

Venu
opened its first BBP location in March 2019 in Colorado Springs, Colorado. BBP CO is built on roughly 3.5 acres adjacent to BBST CO.
The BBP CO venue accommodates up to 1,100 concertgoers for general-admission concerts, 500 seated patrons in a banquet-style configuration,
and 96 trade-show booths. BBP CO originally sold its naming rights to Boot Barn, but on July 31, 2024, BBP CO sold its naming rights
to Phil Long Dealerships, Inc. and is now known as Phil Long Music Hall at Bourbon Brothers.

In
addition to its concert and event schedule, BBP CO has become a rental venue for private events. In the past, a multitude of organizations
and businesses have rented BBP CO, including school districts for prom and homecoming dances, the State of Colorado for an event at which
the Governor gave the State of the State address, political organizations for fundraising dinners, several companies for corporate parties
and events, and families who have held weddings at BBP CO. The venue is capable of being transitioned from one configuration to another,
which allows for a maximization of venue uses. That operational flexibility makes it possible, for example, for the BBP CO event team
to host a concert one night and then stage a wedding the following afternoon. Venu aims for the BBP CO venue to be rented for events
up to 100 times per year. Since 2021, BBP CO has been rented for 108 events in 2021, 114 events in 2022, 182 events in 2023, 101 events
in 2024, and 98 events in 2025.

13

BBP
— Gainesville, Georgia

In
early 2021, a Georgia municipality reached out to gauge its interest in building a venue similar to BBP CO in Gainesville, Georgia, located
approximately an hour north of downtown Atlanta. That same year, Venu negotiated with the City of Gainesville and ultimately agreed to
build its second BBP venue there, BBP GA, which opened in June 2023. The land on which BBP GA was developed was purchased from the Gainesville
Redevelopment Authority by GA HIA, a subsidiary of Venu that is subject to Venu’s total voting control. BBP GA promotes music acts
similar to BBP CO. Like BBP CO did originally, BBP GA sold its naming rights to Boot Barn and thus does business under the name of Boot
Barn Hall. BBP GA assigns the revenue generated from Boot Barn’s naming rights to its landlord, GA HIA, effectively reducing the
occupancy cost related to the construction of the campus and subsequent lease.

The
BBP GA venue accommodates up to 1,700 concertgoers for general-admission concerts and 500 seated patrons for full-seated shows. BBP GA
built upon the design of BBP CO and features two full-service bars instead of one along with a mezzanine that offers spectacular, elevated
views of the stage. BBP GA is connected to BBST GA via a shared kitchen, which allows BBP GA to provide food and beverage service for
shows that is catered by BBST GA.

Venu’s
management was optimistic about establishing the BBP concept in the Gainesville market because the greater Hall County area of which
Gainesville is considered by many to be a hotbed for country music, as many of today’s biggest country music stars hail from Georgia,
yet Gainesville and the other suburbs surrounding Atlanta, Georgia were considered by many to be an “entertainment desert,”
devoid of premier live-music venues. Furthermore, the lack of mid-size and more intimate venues other than in downtown Atlanta was inconvenient
for residents living and working outside of the city center. Management projected that BBP GA would fill that opportunity gap by offering
a new entertainment venue to the approximately 1.2 million residents of the Northeast Georgia region.

Since
opening in June 2023, BBP GA has hosted concerts and live entertainment events and has attracted both up-and-coming and more established
names in country and rock music. BBP GA hosted 73 events from June through December 2023, 138 events in 2024, and 129 events in 2025.
In addition to maintaining its event schedule and continuing to bring talent to the Northeast Georgia region, Venu continues to pursue
its venue-rental and sponsorship-sales channels to augment revenue generated for BBP GA by promoted concerts, duplicating its revenue
strategies at the comparable venue in Colorado Springs.

BBP
— Centennial, Colorado

In
April 2025, Venu entered into a Purchase and Sale Agreement to acquire certain real property owned by Old Mill, LLC (“Old Mill”),
which is partially owned by a Board member of the Company, in Centennial, Colorado (the “Centennial Property”) with
plans to develop a mid-size indoor BBP music venue on that property (“BBP Centennial”) along with a BBST restaurant
(“BBST Centennial”). On February 3, 2026, Venu assigned its right, title, and interest in the Purchase and Sale
Agreement to Hall at Centennial LLC (“Hall at Centennial”), a subsidiary of the Company, and Hall at Centennial closed
on the purchase of the Centennial Property in the first quarter of 2026. Venu intends to open BBP Centennial in the first half of 2027.

Music
Venues — The Sunset Amphitheater (Multi-seasonal Amphitheater)

The
Sunset Amphitheater Overview

The
largest projects Venu has planned are the development of its multi-seasonal amphitheaters, including The Sunset Amphitheater in
Colorado Springs, Colorado, which is now called “Ford Amphitheater” pursuant to the sale of the venue’s naming
rights, and in-development or planned amphitheaters in Broken Arrow, Oklahoma and McKinney, El Paso, and Webster, Texas.
The developments of the Broken Arrow, McKinney, and El Paso locations have been approved by the respective city governments. With
respect to The Sunset Houston, Venu entered into a term sheet with the City of Webster, which binds the parties to negotiate a
definitive agreement in good faith for the development of The Sunset Houston (as described more fully below). Venu expects each
multi-seasonable amphitheater to host approximately 70-80 concerts and events each year.

Venu
previously pursued the development of an amphitheater in the greater Oklahoma City, Oklahoma area and expected to close on a property
and begin construction of a 12,500-person amphitheater in spring 2024, but the project terminated. Venu decided not to move forward with operations in this municipality in 2025.

With
each planned iteration of The Sunset Amphitheater, Venu is attempting to pioneer the concept of music and entertainment amenities in
its venues. A feature of each amphitheater is the rights to use private Luxe FireSuites that Venu offers certain venue users and patrons
through traditional cash sales, fractional financing, and NNN lease interests. In addition to the Luxe FireSuites, each amphitheater
location will offer a variety of seating options (including reserved seating and, depending on the location, open seating), VIP club
memberships, and premium hospitality offerings that will enable concertgoers to experience shows in a world-class environment. Venu’s
goal for The Sunset Amphitheater is to serve as among the most desirable venues for artists to play and fans to experience live music.

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Venu
believes the naming rights for The Sunset Amphitheater venues will be the most valuable naming rights of any of its properties. Venu
estimates that the naming rights for each of The Sunset Amphitheater venues will depend on the venue’s capacity and market and
with those naming rights to be pursuant to contracts with five- to ten-year terms. As such, the tradename of each amphitheater location
is expected to change to feature the naming-rights sponsor.

As it relates to Venu’s
multi-seasonal amphitheater projects, Venu does not expect to directly operate those venues and to instead utilize a third-party operator
to, among other things, book acts and events at those venues. In June 2023, Venu entered into an exclusive operating agreement with AEG
Presents — Rocky Mountains, LLC (“AEG Presents”), a subsidiary of the Anschutz Entertainment Group (“AEG”),
pursuant to which AEG Presents operates Ford Amphitheater. After its entry by the parties, this agreement was assigned by Venu to Venu’s
wholly owned subsidiary, Sunset Operations LLC (“SunsetOps”), which oversees the operations of Ford Amphitheater.

Similarly,
in December 2025, Venu entered into Operator Agreement with Live Nation Worldwide, Inc. (“Live Nation”) in connection
with the amphitheater being developed in McKinney, Texas (“The Sunset McKinney”).

Venu
expects to partner with a third-party operator and to enter into third-party operating agreements for the operations of its other planned
and in development Sunset Amphitheater projects.

The
Sunset Amphitheater — Colorado Springs, Colorado

In
May 2023, Venu broke ground on its first outdoor amphitheater, now known as Ford Amphitheater, and opened that amphitheater in August
2024. Sunset Ops, LLC, a wholly owned subsidiary of Venu, is the operative entity that holds assets associated with Ford Amphitheater.

Ford
Amphitheater is an open-air, 8,000-person amphitheater that offers concertgoers views of Pikes Peak, the Rocky Mountains, and the United
States Air Force Academy. Ford Amphitheater was designed to be among the state-of-the-art open-air venues in the country. Ford Amphitheater
features Luxe FireSuites and other design configurations original to Venu, advanced audio technology, and “white-glove” service
for its premium suites.

Ford
Amphitheater complements the first music hall venue Venu developed in Colorado, BBP CO, and the venues together are intended to fill
an entertainment gap in the Pikes Peak region. Venu believes Ford Amphitheater is capable of hosting national touring acts, many of whom
have not played Colorado Springs in the past due to a lack of suitable venues. Ford Amphitheater expects to host shows primarily during
the peak outdoor concert season. Ford Amphitheater is operated by AEG Presents.

In
addition to stadium-style seating and lawn seating, Ford Amphitheater delivers premium hospitality experience with a total of 90 VIP
Luxe FireSuites, each featuring a private fireplace that can accommodate up to eight guests for a luxurious concert experience. Rights
to a total of 90 Luxe FireSuites were sold and conveyed to third parties before construction of Ford Amphitheater commenced. Each suite
offers the licensee the option to purchase up to eight tickets per event hosted at Ford Amphitheater, but licensees are not obligated
to purchase unused tickets, which can be privately sold or listed for sale on Venu’s ticketing-sales platform.

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Alongside
Ford Amphitheater, the campus includes Roth’s Sea & Steak, a fine-dining restaurant, and Brohan’s, a top-shelf, rooftop
bar, which opened for restaurant and bar operations in November 2025. Roth’s Sea & Steak opened in June 2025 for exterior concert
seating. In addition, Notes Hospitality Collection, which opened in June 2025, has 40 VIP Luxe FireSuites, each featuring a private fireplace,
along with 1,200 stadium style seats for shows at the Ford Amphitheater. In addition, these 40 Luxe FireSuites were offered to lease
for a 99-year term in exchange for the licensee’s payment of a one-time fee of $200,000 due at the inception of the lease. NHC
also includes two owner’s club suites with upstairs and downstairs viewing and seating configurations that are available for venue
rentals year-round on non- show evenings. Together, the three venues are intended to deliver a premier dining and entertainment experience.

Ford
Amphitheater also includes a premium parking lot. On April 1, 2024, Venu, through one of its wholly owned subsidiaries, NLRE,
purchased approximately 5.5 acres adjacent to Ford Amphitheater property. Together with a 1.1-acre parcel that the Company owns on
the south side of Ford Amphitheater, Venu improved this tract into a parking lot, which contains approximately 740 total parking
spaces and is used for premium parking. On November 5, 2025, NLRE effected a sale-leaseback of the 5.5-acre property, selling it for
$14 million, and concurrently entered into a ground lease with the buyer (a significant shareholder of the Company), pursuant to which NLRE leases the property from the buyer
to allow for the property’s continued use as parking for Ford Amphitheater.

In
May 2024, Sunset Operations, LLC (“Sunset Ops”) entered into a Naming and Sponsorship Rights Agreement with Mountain
States FDAF (“FDAF”) for the naming, sponsorship, advertising, and promotional rights for Ford Amphitheater. The term
of the agreement is through June 30, 2034, and provides that FDAF is obligated to pay an annual fee (subject to defined escalations during
the term of the agreement) together with certain costs related to sign production for the venue. Under the agreement, the amphitheater
will be named “Ford Amphitheater” for the duration of the agreement’s ten-year term (subject to potential changes in
accordance with the agreement). In addition to providing FDAF with the naming rights for the amphitheater itself, the agreement also
provides that FDAF will be the official name and title partner of Ford Amphitheater with exclusivity in the automotive category and that
FDAF will be the exclusive automobile of Ford Amphitheater along with the Hospitality Collection property and Roth’s Sea &
Steak. FDAF was also granted a right of first offer to purchase the naming and sponsorship rights for each new market in which Venu builds
a Sunset Amphitheater.

The
operator of Ford Amphitheater, AEG Presents, has also entered into various sponsorship agreements related to various product
categories. For example, on July 1, 2024, AEG Presents entered into a Sponsorship Agreement with Anheuser-Busch that has a term
through December 31, 2027, subject to Anheuser-Busch’s right to extend the term by one year. For the duration of the
agreement, Anheuser-Busch will be the exclusive malt-beverage sponsor at Ford Amphitheater and will have the exclusive right in the
malt-beverage category to use Ford Amphitheater’s trademarks for advertising, marketing, signage, and promotional purposes.
Anheuser-Busch also has the right under the agreement to refer to itself in all marketing materials as the “Official Beer
Sponsor” and “Official RTD Sponsor” of Ford Amphitheater. In addition to securing those sponsorship rights, the
agreement provides that Anheuser-Busch will receive various tickets and hospitality benefits. In exchange for the sponsorship and
event-related rights that Anheuser-Busch receives under the agreement, Anheuser-Busch is obligated to pay AEG Presents a set annual
fee each year of the agreement.

Venu’s
exclusive operating agreement with AEG Presents provides for a defined split between Venu and AEG Presents of Ford
Amphitheater’s profits and losses (in a range between 45% to 55% between the two parties) but gives each party certain opt-out
rights, pursuant to which a party may not be responsible for any losses that may result from certain events held at the venue (in
which case such party would also not be entitled to any profits that may result from such events). The agreement also provides that
Venu is entitled to secure sponsorship rights for the venue, and sponsorship fees are included in the factors that determine the
venue losses and profits that are split between the parties (in a range between 45% to 55% between the two parties).

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The
Sunset at Mustang Creek — Oklahoma City, Oklahoma

In
June 2023, Venu entered into a purchase and sale agreement to acquire 21 acres of land and to lease an additional 30 acres for parking
in Oklahoma City, Oklahoma (the “OKC Property”), with the intent to build a 12,500-person amphitheater on the OKC
Property named The Sunset at Mustang Creek (“The Sunset OKC”). Venu had contracted with a local private developer
and was in the entitlement process. However, on April 9, 2024, final approval for the development of The Sunset OKC was brought before
a vote by city council, which ultimately voted the project down. Venu’s contract with its private developer expired on April 26,
2024, and pursuant to its terms, Venu’s good-faith deposit was returned. Venu decided not to move forward with operations
in this municipality in 2025.

The
Sunset at Broken Arrow — Broken Arrow, Oklahoma

In
October 2023, Sunset at Broken Arrow LLC (“Sunset BA”), a subsidiary that Venu currently owns a majority equity interest
in but anticipates owning a minority equity interest in, and that Venu currently exercises and will continue to exercise total voting
control over, entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma (“Broken Arrow”),
which is a suburb of Tulsa and the largest city in Tulsa County, and the Broken Arrow Economic Development Authority (the “Broken
Arrow EDA”). Pursuant to the Economic Development Agreement, Sunset BA and the City of Broken Arrow are forming a public-private
partnership and intend to open a 12,500-capacity amphitheater that will be named The Sunset at Broken Arrow (“The Sunset BA”).
Sunset BA will hold the fixed assets of The Sunset BA. Venu also expects that a subsidiary will partner with a third-party operator to
manage The Sunset BA’s operations.

The
Sunset BA is being constructed on a 17-acre property adjacent to the 165-acre Broken Arrow Events Park (“Events Park”),
which frequently hosts community-wide Broken Arrow events and is a community focal point. To induce Venu’s development of The Sunset
BA, Broken Arrow committed approximately 30 acres of land from Events Park to be used for parking and infrastructure needs along with
$17.81 million in capital improvements to the infrastructure at Events Park, which will include the development of a 360-spot parking
lot, the widening of roads entering and leaving the park area, and the improvement of stormwater and water lines. Pursuant to the Economic
Development Agreement, Sunset BA construction was to be complete by December 31, 2025, subject to certain conditions and exceptions.
If the amphitheater was not fully constructed by December 31, 2025, Sunset BA was obligated to pay Broken Arrow $10,000 per month for
each month in which construction of the amphitheater remains incomplete. On November 25, 2025, the Economic Development Agreement was
amended to change the completion date prior to any penalty to November 15th, 2026. Substantial completion of the construction is anticipated
in the fourth quarter of 2026.

Concertgoers
can purchase reserved seats in the upper- and lower-bowl seating areas or enjoy general admission in the upper bowl. The Sunset BA facility
will have two unique features, including a roof and radiant heating capacity that will provide for year-round use. Additionally, The
Sunset BA will have a total of 234 VIP Luxe FireSuites, accommodating groups of four, six, eight, or ten guests in each suite.

On
November 3, 2025, Venu entered into a Multi-Event Incentive Agreement with Live Nation. Under the agreement, Live Nation may book and
promote live-music concerts, comedy events, and other mutually approved entertainment events on a non-exclusive basis at The Sunset BA
and will receive escalating incentive payments based on the number of tickets sold at events presented by Live Nation at The Sunset BA
during each contract year. Live Nation may also receive a bonus payment if certain defined revenue targets are achieved.

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The
Sunset Amphitheater — McKinney, Texas

In
addition to its projects in the Colorado and Georgia markets, Venu is actively breaking into the Texas market with plans to bring The
Sunset Amphitheater to McKinney, Texas (“The Sunset McKinney”). In April 2024, Venu entered into a Chapter 380, Grant,
and Development Agreement with the City of McKinney (“McKinney”) through a joint effort by McKinney, the McKinney
Economic Development Corporation (the “MEDC”), and the McKinney Community Development Corporation (“MCDC”).
Sunset at McKinney LLC, a majority-owned subsidiary of Venu that Venu exercises total voting control over, will hold the fixed assets
of The Sunset McKinney.

Pursuant
to Venu’s public-private partnership with McKinney, Venu is under construction on The Sunset McKinney on a 46-acre tract of land
that was conveyed to Venu from McKinney. Venu closed on its purchase and acquisition of the McKinney tract on January 14, 2025.

Venu
has initiated construction of The Sunset McKinney, with the amphitheater expected to be concert-ready in Q1 2027. Sunset Operations at
McKinney LLC, a wholly owned subsidiary of Venu, will be the operative entity for The Sunset McKinney that Venu entered into an operating
agreement with Live Nation to be the third-party operator and run The Sunset McKinney’s operations. With a seating capacity of
20,000, The Sunset McKinney will be Venu’s largest venue to date. The Sunset McKinney is expected to feature 295 VIP Luxe FireSuites
that will be sold to third parties, an Owner’s Club Suite that will accommodate 700 members, fully-covered seating areas, traditional
reserved seating along with open-seating options on a landscaped grass area that will have temperature-cooling turf, a selection of gourmet
food and drinks, state-of-the-art audio and technology enhancements, and a parking garage with 5,100 parking spaces designed to make
entering and exiting the venue as efficient as possible.

Venu’s
management believes McKinney is a promising market for expanding its open-air amphitheater concept. The Sunset McKinney is expected
to attract crowds from the Dallas and Fort Worth (“DFW”) areas of Texas, and to potentially rival the Toyota Music
Factory that currently serves the DFW metroplex, a market that Venu considers to be a high priority for adding entertainment value. McKinney’s
existing arts and recreation scene was one of the key factors that motivated Venu’s decision to develop an amphitheater in the
city. In 2020, McKinney was designated as a Texas Music Friendly Community by the Texas Music Office within the Office of the Governor,
certifying McKinney as part of a distinguished network of Texas cities that foster music-industry development and aim to attract and
develop music-industry growth.

For
the City of McKinney, partnering with Venu to develop The Sunset McKinney will represent an anticipated investment over approximately
$300 million, which the city expects will drive local economic growth, catalyze commercial development, and enhance McKinney’s
brand on a national level, while allowing Venu to expand its operations to another state and to capitalize on McKinney’s promising
entertainment market.

In
December 2025, Venu entered into Operator Agreement with Live Nation in connection with The Sunset McKinney. The agreement sets forth
the parties’ various obligations with respect to the ownership and use of the venue. In addition, the agreement provides for a
revenue-sharing arrangement through net profits generated from Live Nation’s events at The Sunset McKinney.

The
Sunset Amphitheater — El Paso, Texas

Venu
expanded its Texas market presence by forming a public-private partnership with the City of El Paso, Texas (“El Paso”)
to bring The Sunset Amphitheater to El Paso (“The Sunset El Paso”). Sunset at El Paso, LLC, a subsidiary that Venu
currently owns in its entirety but ultimately anticipates owning a minority equity interest in (but, in each case Venu would continue
to exercise total voting control over the entity), will hold the fixed assets of The Sunset El Paso.

In
April 2024, Venu and El Paso entered into a term sheet to define the material terms of the parties’ intended public-private partnership
and entry into a Chapter 380 Economic Development Program Agreement (the “Chapter 380 Agreement”), a Purchase and
Sale Agreement, and related transaction documents (collectively, the “Definitive El Paso Agreements”). The parties
finalized and executed a Purchase and Sale Agreement on June 24, 2024, and the Chapter 380 Agreement on July 2, 2024. Also on July 2,
2024, the El Paso City Council formally approved two ordinances providing for El Paso’s conveyance of city-owned land to Venu in
accordance with applicable Texas statutory code provisions and for El Paso’s amendment of a tax-increment reinvestment project
and financing plan for the area where The Sunset El Paso will be developed to reflect the development assumptions set forth in the Chapter
380 Agreement. The Chapter 380 Agreement was amended on April 15, 2025 to, among other things, increase the amount that Venu agreed to
invest in the acquisition, development, carrying costs, construction, and business personal property costs associated with developing
The Sunset El Paso from $80 million to $100 million. Venu closed on its purchase and acquisition of the El Paso property on May 13, 2025.

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Pursuant
to the terms of the Definitive El Paso Agreements, Venu will construct and manage The Sunset El Paso as a 12,500-person amphitheater
on land El Paso conveyed to Venu. Sunset Operations at El Paso LLC, a wholly owned subsidiary of Venu, will be the operative entity for
The Sunset El Paso that Venu expects will enter into an operating agreement with a third-party operator to manage The Sunset El Paso’s
operations.

Under
the Definitive El Paso Agreements, the City of El Paso provided various incentives to the Company related to the development of The Sunset
El Paso including contributing cash towards Venu’s development costs by issuing an eight-year, no-interest, forgivable loan to
Venu (the “El Paso Loan”) in the principal amount of $8,000,000 funded by the Texas Economic Development Fund. If
the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required
to develop and construct the amphitheater (such process, “Entitlement”) and hosts a minimum of 25 events per year
at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven.

Much
like The Sunset McKinney, The Sunset El Paso will feature Luxe FireSuites while offering a variety of seating options with both mid-
and lower-bowl sections and general admission seating in the upper bowl. The amphitheater will have a roof and radiant heating capacity,
which will provide full-year programming of the amphitheater. The Sunset El Paso is expected to also feature a custom-built Owner’s
Club where members will enjoy an exclusive, elevated view of the stage and premium dining and beverage options. The Sunset El Paso is
expected to attract crowds not only from El Paso, Texas but also from Las Cruces, New Mexico and even across the border in Mexico from
Ciudad Juarez, the largest city in the Mexican state of Chihuahua. Venu intends for The Sunset El Paso to mirror the multicultural tastes
of its US and Latin audiences by showing acts from both markets.

The
Sunset Amphitheater — Webster, Texas

In
December 2025, Venu entered into a term sheet with the City of Webster, Texas in the Greater Houston, Texas area concerning the development
of The Sunset Houston, a 12,500-capacity, multi-seasonal amphitheater. Such term sheet constitutes a binding agreement only with respect
to an obligation to negotiate the definitive agreement in good faith, and Venu and the City of Webster may elect not to pursue the development
if unable to obtain financing on acceptable terms or may otherwise pay a termination fee to forego the project. The project will be a
public-private partnership between Venu, the City of Webster, and the Webster Economic Development Corporation.

The
Sunset Houston is expected to be engineered for year-round live entertainment, capable of operating 365 days a year with a canopy roof,
wind walls, and state-of-the-art audio-visual systems. The venue is designed with 217 private Luxe FireSuites, each seating between 4-10
fans. The Sunset Houston is also expected to feature The Aikman Club, which is planned as a 350-seat, membership-based elevated space
built in partnership with Troy Aikman, an NFL Hall of Famer and founder of EIGHT Elite Light Beer, the “powered by” partner
for The Sunset Houston. Venu anticipates that The Sunset Houston will open in Fall 2027 or early 2028.

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Restaurant
Concepts — Bourbon Brothers Smokehouse & Tavern

BBST
Overview

Bourbon
Brothers Smokehouse & Tavern is Venu’s original, full-service restaurant concept. BBST serves American classics and Southern
staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, and whiskies as well as local craft beers.

BBST
— Colorado Springs, Colorado

Venu
opened its first BBST location in April 2017 (“BBST CO”) in Colorado Springs, Colorado, adjacent to the land where
Venu later opened its BBP CO music hall in 2019. The BBST CO location can serve up to 300 customers at a time across its two bars, primary
dining areas, sunroom, and a private dining area known as the “Library.” The concept was conceived as a farm-house theme
with an eclectic blend of dining areas that is intended to offer a unique foodie experience in an unparalleled setting. The Bourbon Bar
is an attached, yet secluded, bar area, built to replicate a bourbon warehouse from the days of prohibition, complete with a full-size
bar that is constructed from floorboards sourced from aging railroad cars. BBST CO’s close proximity to BBP CO allows for cross-selling
between the businesses, as BBST CO serves as the exclusive caterer for all BBP CO events. In both venues, Venu strives to deliver high-quality,
consistent food with exceptional service, which it believes is the key to restaurant success.

BBST
— Gainesville, Georgia

In
conjunction with Venu’s opening of BBP GA in June 2023, Venu opened its second BBST location in Gainesville, Georgia (“BBST
GA”). Like its Colorado Springs counterpart, BBST GA serves American classics, Southern staples, local craft beers, and a selection
of rare bourbons, ryes, and whiskies. Unlike BBST CO, the ambiance of the BBST GA restaurant replicates that of a 1930s-era, red brick
industrial building, with seating spaced around an indoor square bar that integrates a 6,800-square-foot outdoor patio with four fireplaces.
The restaurant accommodates up to 300 customers in its first-floor bar, primary dining areas, second-floor bourbon bar, and 1,500-square-foot
walk-out rooftop bar and lounge. The distinctive dining configurations at BBST GA are meant to capture the ambience and aesthetic of
the Gainesville Square.

An
advantage of the Gainesville location is that the BBST GA restaurant and BBP GA music venue were built simultaneously and are connected
via a shared kitchen, which streamlines BBST GA’s ability to operate food and beverage service at BBP GA. The 4,400-square-foot
kitchen serves the site’s more than 7,800-square-foot dining room and rooftop bar as well as the food and beverage needs for the
18,000-square-foot BBP GA music hall.

BBST
— Centennial, Colorado

As
discussed above, on February 3, 2026, Hall at Centennial, a subsidiary of Venu, closed on the purchase of the Centennial Property in
Centennial, Colorado. Along with the BBP Centennial, Venu intends to develop the BBST Centennial restaurant on that property with an
anticipated opening date in early to mid-2027.

Restaurant
Concepts — Notes Eatery

“Notes
Eatery,” formerly known as “Notes” bar, was a live music and restaurant concept operated by Venu before it closed.
Notes Eatery served a jazz brunch in a vibrant and eclectic environment and hosted private events for breakfast, lunch, and dinner. Notes
Eatery originally opened in September 2022 as “Notes” bar in the same Colorado Springs campus where BBP CO and BBST CO operate.
As of July 18, 2025, Notes Eatery ceased its operations.

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Restaurant
Concepts — Roth’s Sea & Steak and Notes Hospitality Collection

In
November 2025, Venu opened Roth’s Sea & Steak (“Roth’s”), an upscale, five-star restaurant that specializes
in fine dining, in a mixed-use development that is adjacent to Ford Amphitheater. Venu opened Roth’s for purposes of exterior concert
seating in June 2025. Roth’s and Ford Amphitheater both sit on the 4.97-acre tract in Colorado Springs that Venu purchased in March
2023. Roth’s is intended to be a luxurious restaurant space and was designed to offer views of the Rocky Mountains and the Ford
Amphitheater concert stage.

Colorado
Springs boasts a significant percentage of high-income households and a steady growing population. Despite being home to many multinational
corporations and much of the defense contractor industry, customers seeking an elevated dining experience believe the city is lacking
in this pinnacle of the restaurant spectrum. Venu believes Roth’s can help fill that gap.

The
prominence and features of Ford Amphitheater made that area a desirable and viable location for Roth’s, which is intended to cater
to the more affluent populations in El Paso and Douglas Counties. Venu also believes Roth’s is well suited for concertgoers looking
for premium dining experience to accompany their premium tickets. Roth’s anchors the first floor of the mixed-use development at
the eastern perimeter of Ford Amphitheater. On the top floor, Venu opened a “top-shelf” bar and lounge named Brohan’s,
which opened in November 2025.

Notes
Hospitality Collection (“NHC”), which opened in June 2025, features two, approximately 1,500-square-foot configurable
hospitality spaces framing either side of Roth’s on the first floor of the mixed-use development and two, approximately 2,500-square-foot
suites framing either side of Brohan’s rooftop bar. Venu intends for NHC to be used for hosting corporate events, weddings, trade
shows, conventions, galas, expos, and other large gatherings. Venu believes NHC is a premier venue rental location in Colorado Springs.

Bar
Concept — Brohan’s

Venu
opened Brohan’s, a cocktail bar and lounge on the top floor of the mixed-use development where Roth’s and NHC are located.
The bar has premium views into Ford Amphitheater, which can be monetized during marquee shows. Venu intends for Brohan’s to be
a popular gathering spot for happy hour or evening cocktails in an elevated environment for personal or business use, complemented by
exceptional service in a comfortable yet classy lounge space that is enhanced by dramatic amphitheater lighting features and striking
panoramas. Venu also envisions Brohan’s as being a “go-to” spot for concertgoers looking to elevate their experience.

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Venu’s
Subsidiaries and Properties

Subsidiaries

Venu
conducts its operations and holds its assets through many wholly- and majority-owned (and controlled) subsidiaries. Certain of Venu’s
subsidiaries have raised capital from third-party investors as a means to fund the specific projects and operations of those subsidiaries
and received capital contributions from third-party investors, such as The Sunset Amphitheater LLC, and as a result, these subsidiaries
are not wholly owned. In some instances, Venu owns a minority membership interest in a subsidiary but, under the terms of the governing
documents for the applicable limited liability company, exercises 100% voting control because the membership interests issued to third-party
investors represent non-voting interests, and otherwise retains economic rights in the revenue streams of a given project that may exceed
its ownership percentage. For example, third-party investors have contributed capital to Sunset at Broken Arrow LLC and The Sunset Amphitheater
LLC, with those capital contributions being used to help fund the development of the amphitheater projects owned and developed or to
be developed by those specific limited liability companies. In each case, the operating agreement provides that any distributions of
available cash that is attributable to a defined portion of revenues generated by ticket sales for an event held at the specific venue
project are distributed to the Class B non-voting members (members other than Venu and its subsidiaries), and then the excess is distributed
to the Class A voting member (Venu or a wholly-owned subsidiary of Venu). However, upon any liquidation, after the payment of creditors
and the establishment of any reserves, distributions are made to the members in satisfaction of their respective capital accounts. For
tax allocation purposes, the depreciation of company assets, in certain cases, are allocated to the Class B non-voting members. Membership
interests in these limited liability companies afford the investors certain rights to use suites at the venue owned by the applicable
limited liability company. Venu has used this model to help fund and develop certain of its amphitheater projects such as those of The
Sunset Amphitheater LLC and Sunset at Broken Arrow LLC. In the case of GA HIA LLC and Sunset Hospitality Collection LLC, third-party
investors hold non-voting membership interests under the terms of operating agreement of these subsidiaries and also are afforded certain
in-kind benefits intended primarily for their personal use, such as complimentary tickets to live events.

The
following table summarizes Venu’s current and projected ownership and voting interests in its subsidiaries as of March
31, 2026, which Venu either owns directly or indirectly through one of its other subsidiaries. For subsidiaries that are
not wholly owned by Venu or that Venu anticipates later not wholly owning, the table indicates which entity owns, or would be expected
to own, the remaining interest. In addition, for those subsidiaries in which certain of the non-voting members’ economic rights
under the applicable operating agreement differ from their percentage interest in the limited liability as a whole, the economic rights
of the non-voting members are outlined in the notes to the table.

Subsidiary

Venu
or

Subsidiary Owner

Current
or Projected Company

Ownership
Percentage

Interest

Owner
of

Remaining

Interests

Bourbon Brothers Holdings LLC (“BBH”)

Venu

100%

Not applicable.

Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”)

BBH

100%

Not applicable.

Bourbon Brothers Presents, LLC d/b/a Phil Long Music
Hall (“BBP”)

BBH

89%

Third-Party Investors.

Bourbon Brothers Smokehouse and Tavern GA LLC (“BBSTGA”)

BBH

100%

Not applicable.

Bourbon Brothers Presents GA LLC

BBH

100%

Not applicable.

Notes Holding Company, LLC (“NHC”)

Venu

100%

Not applicable.

Sunset Amphitheater, LLC (“Sunset”)

Venu

14%

(100%
voting control)

Third-Party Investors (1)

Hospitality Income & Asset, LLC

Venu

99%

(100%
voting control)

Third-Party Investors.

Bourbon Brothers Licensing, LLC (“BBL”)

Venu

100%

Not applicable.

GA HIA, LLC (“GAHIA”)

Venu

15%

(100%
voting control)

Third-Party Investors (1),
(4)

Notes Live Real Estate, LLC (“NLRE”)

Venu

100%

Not applicable.

Roth’s Sea & Steak, LLC (“Roth Sea”)

BBH

100%

Not applicable.

Sunset
Operations LLC (“SunsetOps”)

BBH

100%

Not applicable.

Sunset Hospitality Collection, LLC (“SHC”)

NLRE

53%
(as of March 31, 2026)

40%
(projected)

(100%
voting control)

Third-Party Investors (1),
(4)

Notes Hospitality Collection, LLC (“NHC”)

BBH

100%

Not applicable.

Sunset at Broken Arrow, LLC (“BA”)

NLRE

55%
(as of March 31, 2026)

35%
(projected)

(100%
voting control)

Third-Party Investors (1)

Sunset Ground at Broken Arrow, LLC (“BAGround”)

Venu

100% (3)

Not applicable.

Sunset at Mustang Creek, LLC (“MC”)

NLRE

100%

(as
of March 31, 2026) (3)

Not applicable.

Sunset at McKinney, LLC (“MK”)

NLRE

68%
(as of March 31, 2026)

58%
(projected)(3)

(100%
voting control)

Third-Party Investors (1)

Sunset Ground at McKinney LLC (“MKGround”)

NLRE

100% (as of March 31, 2026)
(3)

Not applicable.

Sunset Operations at McKinney, LLC (“McKinneyOps”)

NLRE

100%

Not applicable.

Sunset at El Paso, LLC (“EP”)

NLRE

98%
(as of March 31, 2026) (2)

35%
(projected)

(100%
voting control)

Third-Party Investors.

Sunset Ground at El Paso LLC (“EPGround”)

NLRE

100% (2)

Third-Party Investors (1)

Sunset
Operations at El Paso, LLC (“EPOps”)

NLRE

100%

Not applicable.

Polaris Pointe Parking, LLC (“PPP”)

Venu

100%

Not applicable.

Venu Income, LLC (“Income”)

Venu

94% (as of March 31, 2026)
(projected ownership not yet determined) (100% voting control)

Third-Party Investors.

Venu VIP Rides, LLC (“Rides”)

Venu

50%

(100%
voting control)

Third-Party Investors

22

Subsidiary

Venu
or

Subsidiary Owner

Current
or Projected Company

Ownership
Percentage

Interest

Owner
of

Remaining

Interests

Notes CS I, DST (“Trust”)

Notes CS I Holdings, LLC

81%
(as of March 31, 2026)(5)

(projected ownership not yet determined)(5)

(100%
voting control)

Third-Party Investors (5)

Notes CS I Holdings, LLC (“Holdings LLC”)

Venu

100%

Not applicable.

Notes CS I ST, LLC (“Signatory”)

Venu

100%

Not applicable.

Venu LuxeSuite Holdings, LLC (“Luxe”)

Venu

100%

Not applicable.

Venu 280, LLC (“Artist 280”)

Venu

100%

Not applicable.

Venu Presents LLC (“Venu Presents”)

Venu

100%

Not applicable.

Sunset at Houston in Webster LLC (“SHOU”)

Venu

97%
(as of March 31, 2026)

60%
(projected)(1)

(100%
voting control)

Third-Party Investors.

Sunset Ground at Houston in Webster LLC (“SHOUGround”)

NLRE

100%
(as of March 31, 2026)

(project
ownership not yet determined)

projected)(3)

(100%
voting control)

Third-Party Investors.

Sunset Operations at Houston in Webster, LLC (“SHOUOps”)

NLRE

100%

Not applicable.

Hall at Centennial LLC (“Centennial”)

Venu

85%
(as of March 31, 2026) 60% (projected)(1)

(100%
voting control)

Third-Party Investors.

Bourbon Brothers Smokehouse and Tavern Centennial,
LLC (“BBSTCentennial”)

BBH

100%

Not applicable.

Bourbon Brothers Presents Centennial, LLC (“BBPCentennial”)

BBH

100%
(as of March 31, 2026)

Third-Party Investors.

(1)
Venu or NLRE, as applicable,
has sold or intends to sell non-voting membership interests in this limited liability company to third-party investors. However,
the governing documents for these subsidiaries provide that third-party investors who hold non-voting membership units are, in the
case of distributions resulting from operations of the venue or restaurant owned by the limited company, entitled to a defined portion
of distributions of available cash that are attributable to certain revenue streams of the entities, such as ticket sales, or otherwise
a targeted return. All other portions of distributions of available cash from facility operations, income and profits are distributed
to Venu (or a wholly owned subsidiary of Venu) as the Class A member. Where the economic waterfall for the holders of non-voting
membership units of a subsidiary is other than in accordance with the members’ percentage interest in the subsidiary as a whole,
those economic rights, as of the date of this prospectus supplement, are described below:

●
The Sunset Amphitheater
LLC: In the event The Sunset Amphitheater LLC at any time makes a distribution of available cash to its members from operations,
it will first distribute to the Class B members as a class an aggregate amount equal to the “rental profit” attributed
to the venue. Class B members share this amount on a pro rata basis determined solely with respect to the total number of Class B
units outstanding. Class B members are only entitled to their pro rata share of any “rental profit,” and are not entitled
to any other distributions of available cash from operations or any other income or profits of The Sunset Amphitheater LLC, which
are distributable solely to the single Class A member (Venu). “Rental profits” are calculated on a per ticketed show
basis, and the amount of “rental profits” distributable to the Class B members for each show is calculated by multiplying
$5.00 by the number of tickets sold for the ticketed event at the venue owned by The Sunset Amphitheater LLC (excluding any other
venue revenues or profits of any kind).

23

●
GA
HIA, LLC: All distributions of net profits and available cash (other than Priority Proceeds, as defined below) to its members
will be made to the Class A members, Class B members and Class C members on a pro rata basis. All amounts of cash received by GA
HIA, LLC pursuant to the primary naming rights for the music venue operated on GA HIA, LLC’s property and tax rebates from
or through the City of Gainesville, Georgia (collectively, “Priority Proceeds”) are distributable solely to the
Class B members and Class C members on a pro rata basis. Notwithstanding the foregoing, the Class C members are capped at a 9% annual
return on their capital contribution, after which they no longer participate in distributions for such year.

●
Sunset at Broken
Arrow LLC: In the event Sunset at Broken Arrow LLC at any time makes a distribution of available cash to its members from
operations, it will first distribute to the Class B members as a class an aggregate amount equal to the “rental profit”
attributed to the venue. Class B members share this amount on a pro rata basis determined solely with respect to the total number
of Class B units outstanding. Class B members are only entitled to their pro rata share of any “rental profit,” and are
not entitled to any other distributions of available cash from operations or any other income or profits of Sunset at Broken Arrow
LLC, which are distributable solely to the single Class A member (a wholly owned subsidiary of Venu). “Rental profits”
are calculated on a per ticketed show basis, and the amount of “rental profits” distributable to the Class B members
for each show is calculated by multiplying $7.00 by the number of tickets sold for the ticketed event at the venue owned by Sunset
at Broken Arrow LLC (excluding any other venue revenues or venue profits of any kind). Sunset at Broken Arrow LLC intends to offer
Class C membership interests to third parties; holders of these non-voting membership interests are not entitled to distributions
of “rental profit” or of available cash but are entitled to certain allocations of income or losses and will be afforded
rights to utilize a suite at the venue along with rights attributable to tickets to that suite.

●
Sunset at McKinney
LLC: In the event Sunset at McKinney LLC at any time makes a distribution of available cash to its members generated through
ticketed events at the venue, it will distribute to the Class B members, as a class and on a pro rata basis, an aggregate amount
intended to cause the Class B members to realize an annual return equal to 3% of the amount of their respective capital contributions.
All other distributions from venue operations, income or profits of any kind are distributed solely to the single Class A member
(a wholly owned subsidiary of Venu). Sunset at McKinney LLC has also offered Class C membership interests to third parties; holders
of these non-voting membership interests are not entitled to distributions of available cash but are entitled to certain allocations
of income or losses and will be afforded rights to utilize a suite at the venue along with rights attributable to tickets to that
suite.

●

Sunset
Hospitality Collection LLC: In the event Sunset Hospitality Collection LLC at any time makes a distribution of available
cash to its members attributable to lease payments made by the tenant of the property owned by Sunset Hospitality Collection LLC,
it will distribute to the Class B members an amount intended to cause the Class B members to realize an annual return equal to 8%
of the amount of the total capital contributions of the Class B members and to the Class C members an amount intended to cause the
Class C members to realize an annual return equal to 4% of the amount of the aggregate capital contributions of Class C members.
All other distributions of cash from venue operations, income or profits of any kind are distributed to the single Class A member
(NLRE).

●
Hall at Centennial
LLC, Sunset at El Paso, LLC and Sunset at Houston in Webster LLC: Each of these subsidiaries has initiated an offering of
non-voting membership interests; holders of non-voting membership interests are not entitled to distributions of available cash but
are entitled to certain allocations of income or losses and will be afforded rights to utilize a suite at the applicable venue along
with rights attributable to tickets to that suite.

24

(2)

Venu
or NLRE, as applicable, does not currently intend to sell or grant interests in Sunset Ground at El Paso LLC to third parties, but
may later determine it is appropriate to do so. To the extent any interests are sold or conveyed to third parties it is expected
that those interests would take the form of non-voting membership units, and therefore, NLRE (or Venu) would maintain 100% voting
control.

In
April 2025, Sunset at El Paso, LLC initiated an offering of non-voting membership interests; holders of non-voting membership interests
are not entitled to distributions of available cash but are entitled to certain allocations of income or losses and will be afforded
rights as tenants (or other rights) to utilize suites at the venue and rights attributable to tickets to the suite to which they
are deemed a tenant.

(3)
NLRE or Venu, as applicable,
does not currently intend to sell or grant interests in these subsidiaries to third parties, but may later determine whether it is
appropriate to do so. To the extent any interests are sold or conveyed to third parties it is expected that those interests would
take the form of non-voting membership units, and therefore, NLRE (or Venu) would maintain 100% voting control.

(4)
GIA HIA LLC, in addition
to the voting Class A membership units held solely by Venu, has issued non-voting Class B membership units and non-voting Class C
membership units to third parties. Sunset Hospitality Collection LLC, in addition to voting Class A membership units held solely
by a wholly owned subsidiary of Venu, has issued non-voting Class B membership units and non-voting Class C membership units to third
parties.

(5)
As
of the date of this Annual Report, the Company also holds its interest in one of its real property assets through a Delaware Statutory
Trust. On August 22, 2024, NLRE conveyed the 9.41 acres of real property upon which Ford Amphitheater is located to Notes CS I Holdings,
LLC, a wholly owned subsidiary of Venu (“Holdings LLC”), and Holdings LLC conveyed that property to Notes CS I,
DST, a Delaware Statutory Trust (the “Trust”) in exchange for a 100% of the beneficial interests in the Trust.
The signatory trustee for the Trust is Notes CS I ST, LLC, a wholly owned subsidiary of Venu. Beneficial owners have no voting rights
with respect to the affairs of the Trust and do not have legal title to any portion of the property held by the Trust. Instead, the
signatory trustee has the sole power and authority to manage the activities and affairs of the Trust, including the power and authority
to sell the property, and the Trust holds legal title to the property. Under the documents governing the Trust, beneficial interest
holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant. Holdings
LLC is one of two beneficial interest holders of the Trust and holds an approximate 81% interest. The Trust expects to from time
to time sell additional beneficial interests to third parties, but in no event is it expected that Holdings LLC would cease to hold
a beneficial interest in the Trust.

(6)
Venu LuxeSuite Holdings,
LLC (“Luxe”) sells to third parties the exclusive use rights to certain suites at certain Company venues and concurrently
leases them back for a 15-year term under a triple-net lease structure. Under these agreements, the third party pays an upfront purchase
price for the suite and Luxe leases the suite for its own use for 15 years. The lease is “triple net,” meaning that Luxe
is responsible for all suite-related operating costs (maintenance, insurance, taxes) over the term. Certain Venu subsidiaries that
own, or are developing, amphitheaters also may sell interests in Luxe FireSuites using this same “triple net” model.

25

As
it relates to the larger Ford Amphitheater project in which certain Company subsidiaries have a direct or indirect interest, the rights
of stakeholders are summarized below and described elsewhere in this Annual Report.

●
Operating Agreement:
With respect to venue profits and venue losses generated at Ford Amphitheater, those profits and losses are payable and allocated
to AEG Presents, a subsidiary of AEG, and Venu in accordance with the terms of the exclusive operating agreement between Venu and
AEG Presents. After entering into the exclusive operating agreement, Venu assigned the agreement to its wholly owned subsidiary,
SunsetOps, which oversees the operations of Ford Amphitheater. Amounts due to SunsetOps under the exclusive operating agreement with
AEG Presents are based on a base fee derived from a portion of the tickets sold at public events held at the venue, and a percentage
of venue profits (with such profit split between the two parties being in a range between 45% to 55%). Venue profits that are split
and allocated between the parties take into account various revenues streams generated through venue events, including ticket sales,
ticket rebates, VIP services, net food and beverage sales, net revenue commissions from artist merchandise sales, parking, and venue
sponsorship fees (such as naming rights), but subject to certain limitations set forth in the agreement, and any profits that are
divided between the parties are net of various venue operating expenses incurred by AEG Presents as well as certain insurance and
property expenses incurred by the owner of the venue.

Amounts due to SunsetOps
from event and venue operations under the exclusive operating agreement with AEG Presents are the primary source of funds utilized
to pay lease payments due under the operations leases as well as, as further described below, “Event Fees” and the base
rent due under the ground lease described below for the property on which Ford Amphitheater was developed, and with any excess retained
by SunsetOps.

●
Ground Leases: The
real property upon which the amphitheater was developed is owned by the Trust, and The Sunset Amphitheater LLC owns all of the improvements
(i.e., the amphitheater) on that property. The Trust leases that property to Notes CS I MT, LLC, a wholly owned subsidiary of Venu
(and the “master tenant” for the property) pursuant to a “master lease,” which in turn leases the property
to The Sunset Amphitheater LLC under a ground lease that has substantially the same economic terms as that of the master lease. The
Sunset Amphitheater LLC is the guarantor of the ground lease. Pursuant to that ground lease, Notes CS I MT, LLC pays master tenant
annual base rent of $3,222,000 (subject to escalation), which is paid monthly, and base rent is then remitted to the Trust and distributed
pro rata to the holders of its beneficial interests.

●
Operations
Leases: In connection with the operations of Ford Amphitheater located at the property, The Sunset Amphitheater LLC entered into
an operations lease (which was amended on September 24, 2024) with Notes Live Foundation (a non-profit organization operating under
the trade name Venu Arts & Culture Foundation), a foundation formed, in part, to accommodate certain “public use”
requirements of certain municipalities or quasi-municipality entities and of which Venu is the sole member (the “Foundation”),
and in turn, the Foundation has entered into an operations sublease agreement with SunsetOps, as such operations sublease was amended
on September 24, 2024. During the term of that operations sublease, SunsetOps pays to the Foundation (a) annual base rent of $3,222,000
(subject to annual 2% annual increases), plus (b) a per-ticket amount to be determined by SunsetOps, multiplied by the total number
of tickets sold for entry into “public events” at Ford Amphitheater, not to exceed $50,000 in total unless agreed to
in writing by SunsetOps to be paid annually (the “Charitable Trust Contribution”), plus (c) $5.00 multiplied by
the total number of tickets sold for entry into “public events” at Ford Amphitheater (“Event Fees”).
In turn, under the operations lease, the Foundation remits all payments under the operations sublease to The Sunset Amphitheater
LLC, except for the Charitable Trust Contribution (if any). Event Fees that get remitted to The Sunset Amphitheater LLC are ultimately
the source of the “rental profit” described above that is distributed by The Sunset Amphitheater LLC to its Class B members,
and the remainder of the payments received by The Sunset Amphitheater LLC under the operation lease and sublease are used to pay
the base rent payments due to the master tenant and the Trust.

Bourbon
Brothers Holdings LLC (“BBH”) is a holding company designed to own and manage each of Venu’s operating entities.
In addition to the entities organized under BBH currently, Venu expects BBH will own 100% of future restaurant and event center operating
companies for entertainment campuses that Venu may develop around the country.

Venu’s
current goal is that by 2028, it will have brought entertainment venues to additional markets. When developing a new entertainment campus
or venue in a new market, Venu generally forms an operating company under BBH to manage the venue’s operations. The land and building
for the venue are typically leased to the operating company by a landlord entity that Venu (or one of its subsidiaries) either wholly
owns or acquires an interest in.

26

Long-Term
Debt Obligations

To
fund certain of its operations and property acquisitions, Venu has, at times, borrowed funds from third-party lenders and related parties.
The table below sets forth the outstanding current debt obligations (other than ordinary course obligations) of Venu or its subsidiaries
as of March 31, 2026.

Debt Type
Date of Issue
Borrower
Lender
Principal Amount
Interest Rate
Maturity Date

Mortgage Loan
05/06/2022
GA HIA, LLC
Pinnacle Bank
$4,060,028
3.95%

05/26/2043

Mortgage Loan
07/01/2021
Hospitality Income & Asset, LLC
Integrity Bank & Trust
$3,035,391
5.5%

07/10/2031

Aircraft Loan
09/26/2025
Venu 280, LLC
PNC Bank, National Association
$11,868,989
6.01%

10/01/2030

Draw Down Term Loan
05/27/2025
Sunset Hospitality Collection, LLC
The Pueblo Bank & Trust
$5,937,119
8.5%

05/27/2031

Loan
05/04/2020
Venu f/k/a Bourbon Brothers Entertainment, LLC
U.S. Small Business Administration
$500,000
3.75%

05/04/2050

Loan
08/16/2024
Venu f/k/a Notes Live, Inc.
Texas Economic Development Fund
$8,000,000
0%

08/16/2032

Loan
01/14/2025
Venu and The Sunset Amphitheater in McKinney, LLC
McKinney Economic Development Corporation
$25,000,000
0%

(1)

Convertible Promissory Note
04/04/2025
Venu and NLRE
3rd Party Investors
$1,000,000(2)
12.0%

04/04/2028

Convertible Promissory Note
05/06/2025
Venu and NLRE
3rd Party Investors
$1,000,000(2)
12.0%

05/06/2028

Promissory Note
02/03/2026
Venu
Old Mill, LLC
$7,758,975(3)
4. 5%

02/01/2027

(1)
Upon obtaining a Certificate
of Occupancy, the Company will be reimbursed by MEDC for all purchase monies paid by the Company to MEDC, up to the purchase price,
and the Company and the guarantors will be released from their respective obligations under the deed of trust, note, and personal
guaranties.

(2)
The
maturity date of the convertible promissory notes is three years from the date of issuance. The interest rate is 12% per annum and paid
quarterly in shares of the Company’s Common Stock at the conversion price. Principal is paid at maturity in cash, or at the Company’s
option, in-kind through the issuance of shares of Common Stock at the conversion price. Conversion price is defined as 100% of the average
daily closing sale price of the Company’s Common Stock during the 10 consecutive trading days immediately prior to the applicable
payment date. The notes are secured by the Company’s interests in various of its real estate assets, interests, and projects. On
July 22, 2025, the Company issued 103,667 shares of Common Stock upon conversion of a secured promissory note to satisfy 50% of the outstanding
obligations owed thereunder.

(3)
The
promissory note agreement is entered with Old Mill, LLC, which is partially owned by a Board member of Venu. Interest accrues at 4.5%
per annum for the first six months in the amount of $29,096.16 per month and is payable in cash on August 1, 2026. Thereafter, interest
will accrue and be payable on February 1, 2027. Principal, along with any accrued but unpaid interest, is payable at maturity in cash,
or at the Company’s option, in-kind through the issuance of shares of the Company’s Common Stock at the conversion price.
Conversion price is defined as 100% of the average daily closing sale price of the Company’s Common Stock during the 10 consecutive
trading days immediately prior to the applicable payment date.

27

Public-Private
Partnership Obligations

Venu
evaluates which markets to expand to and to purchase properties to develop venues on according to a set of rigorous criteria that maximizes
Venu’s potential for success and profitability. One of the key factors in Venu’s market-expansion assessment is the ability
to leverage public-private partnerships, which are driven by local municipalities that demonstrate an interest in the development of
entertainment venues as a way to catalyze economic development, attract community investment, and improve the community that the local
government serves. Venu was able to acquire many of the real-property assets in its portfolio through public-private partnerships. In
a public-private partnership, a local government or quasi-governmental entity, such as a local economic development corporation or redevelopment
authority, offers financial incentives to Venu that enable Venu or one of its subsidiaries to acquire land on terms that are more favorable
than Venu would be able to negotiate in a private sale on the open market.

The
financial incentives that a local municipality may offer Venu in a public-private partnership include, for example: (i) granting land
to be used for Venu’s construction of amphitheaters, entertainment venues, and parking; (ii) granting parking facilities to be
used at Venu’s venues and, in some cases, allowing Venu to monetize parking; (iii) providing public financing for Venu’s
venue-development projects; (iv) providing sales-tax abatements and/or refunds; (v) providing property-tax abatements and/or refunds;
or (vi) publicly funding the construction of parking facilities, entry and exit roads, and utilities required to support the development
and operation of Venu’s venues. In exchange for the financial incentives offered by the local municipality, Venu agrees to develop
and operate one or more music and entertainment venues and restaurants in the community that Venu has partnered with, which advances
Venu’s market-expansion objectives, drives local economic growth, and attracts other community investments.

Although
purchasing properties through public-private partnerships is a key component of Venu’s acquisition and financing strategy, the
agreements that Venu negotiates when partnering with a local government or quasi-governmental entity typically subject Venu to burdensome
conditions, restrictions, obligations, and covenants with respect to Venu’s ownership, use, and development of the land acquired
from the municipality. Those restrictions are typically incorporated into ancillary agreements entered into by Venu and the local government
that it is partnering with (such agreements, the “Restricting Agreements”), which may include, for example, a Development
Agreement, a Parking Agreement, or a Facilities Use Agreement.

The
Restricting Agreements typically require various levels of political and governmental approval, such as by the local city council, an
economic-development council, or the secretary of state. The process of obtaining all required governmental approvals, permits, and entitlements
can be time-consuming and costly for Venu. Even after obtaining those approvals, Venu’s ability to continue owning, holding, and
developing the real-property asset that it acquires from a local municipality in a public-private partnership depends on its compliance
with the restrictions and conditions set forth in the Restricting Agreements. Typical restrictions include requirements to satisfy minimum
capital-investment obligations, to meet various project development and construction deadlines, to hold a minimum number of events per
year once the venue is operating, or to sell a minimum number of tickets per season.

If
Venu is unable to comply with the conditions, restrictions, and obligations set forth in Restricting Agreements, Venu may be subject
to monetary penalties, lose the tax or economic incentives that initially induced Venu’s partnership with the municipality, or
cause the land that Venu acquired in the public-private partnership to be recouped by the municipality. Project and construction delays
that cause Venu to fall behind the timeline specified in a Development Agreement could cause the project to be terminated or obligate
Venu to pay a fee.

Venu’s
expansion into Gainesville, Georgia, Broken Arrow, Oklahoma, McKinney, Texas, and El Paso, Texas, and Houston, Texas has involved or
will involve public-private partnerships.

28

A
summary of our public-private partnerships, including purchase prices for land and/or assets, and associated
deadlines for each, is provided below.

Public-Private
Partnership

Investment

Commitment

Purchase
Price for Land

and/or
Assets

Deadline
for Making Investment

or
Purchasing Land/Assets

Broken Arrow, Oklahoma

Minimum
Capital Investment: $70 million

Purchase
Price: $577,314.62

The
closing and payment of Purchase Price occurred on May 23, 2024.

McKinney, Texas

$200
million

Purchase
Price: $35 million, payable either (i) in full, in cash, or (ii) in $10 million cash
and $25 million in a promissory note secured by a deed of trust and personally guaranteed.
Upon obtaining a Certificate of Occupancy, the Company will be reimbursed by MEDC for all
purchase monies paid by the Company to MEDC, up to the purchase price, and the Company and
the guarantors will be released from their respective obligations under the deed of trust,
note, and personal guaranties.

The
closing and payment of the Purchase Price occurred on January 14, 2025.

El Paso, Texas

Minimum
Qualified Expenditures: $100 million

Purchase
Price: None—The land will be conveyed by the city for no cost.

The
closing on the property occurred on May 13, 2025.

Public-Private
Partnership in Gainesville, Georgia

In
connection with its development of the BBP GA indoor music hall and the BBST GA restaurant in Gainesville, Georgia, GA HIA, LLC (a subsidiary
of Venu that Venu exercises total voting control over) partnered with the Gainesville Redevelopment Authority in January 2022. In addition
to the Purchase and Sale Agreement that GA HIA negotiated with the GRA, which enabled GA HIA to purchase approximately 1.7 acres from
the GRA for less than the fair-market value of the land, GA HIA and the GRA entered into a Development Agreement, a Parking Agreement,
and a Facilities Use Agreement. The Development Agreement required GA HIA to develop and construct the BBP GA and BBST GA venues according
to a detailed construction schedule and in conformance with the architectural renderings and budget submitted when GA HIA applied for
funding through the City of Gainesville’s tax-allocation district redevelopment program (the “TAD Program”),
to provide the City of Gainesville with construction and interim-progress reports, to satisfy various other reporting requirements related
to GA HIA’s development of the venues, and to maintain the BBP GA and BBST GA properties in good repair and operating condition.
GA HIA applied for and was approved to receive approximately $1.9 million in funding under the TAD Program, which is payable by the City
of Gainesville in the form of reimbursement for costs incurred by GA HIA over up to a 15-year period. GA HIA’s eligibility to receive
any TAD Program funding is conditioned on its maintenance of the property as a tourism attraction used for the operation of a restaurant
and entertainment venue. GA HIA’s breach of the Development Agreement could result in the Development Agreement being terminated,
GA HIA having to return all of the funds received from the GRA, the GRA pursuing injunctive relief against GA HIA, or GA HIA incurring
other penalties to remedy any harm suffered by the City of Gainesville.

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Pursuant
to the Facilities Use Agreement, GA HIA’s use of the BBP GA venue is partially restricted by the City of Gainesville’s rights
to use the venue up to seven Sundays and five weekdays per calendar year for any city-sponsored event. GA HIA must provide the City of
Gainesville with access to a shared event calendar, and upon at least 45 days’ notice, the City of Gainesville can reserve any
unreserved date on the calendar. In turn, the City of Gainesville is required to use GA HIA as its exclusive vendor for all food, beverage,
catering, hospitality, and related services at events hosted at BBP GA.

Similarly,
pursuant to the Parking Agreement entered into by GA HIA and the City of Gainesville, GA HIA was given certain rights to use a city-controlled
park adjacent to the BBP GA and BBST GA venues for purposes of additional event parking up to sixteen times per year without charge.
However, GA HIA’s parking rights are expressly subject to the priority and exclusive parking rights of the Gainesville Arts Council,
which has the right to use the park up to sixteen times per year when parking is needed for Arts Council events.

Public-Private
Partnership in Broken Arrow, Oklahoma

In
October 2023, Sunset BA, a subsidiary that Venu currently owns a majority equity interest in but anticipates owning a minority equity
interest in, and that Venu currently exercises and will continue to exercise total voting control over, entered into an Economic Development
Agreement with the City of Broken Arrow, Oklahoma (“Broken Arrow”) and the Broken Arrow EDA with the intent to develop
The Sunset BA, a 12,500-capacity amphitheater that will be constructed on approximately 13 acres of land adjacent to the 165-acre Broken
Arrow Events Park. The Economic Development Agreement required the approval of the Broken Arrow City Council. To incentivize Sunset BA
to enter into the public-private partnership, Broken Arrow agreed to sell at least 13 acres but up to 20 acres of land to Sunset BA at
a price of $38,462 per acre. Additionally, Broken Arrow committed approximately 30 acres of land from the adjacent Event Park to be used
for parking and infrastructure needs for The Sunset BA and agreed to make $17.81 million in capital improvements to the Events Park infrastructure
(the “Project Improvements”), which will be funded using TIF Bonds issued by the Broken Arrow EDA that will be paid
using a portion of the sales and use tax, hotel tax, and other tax revenues that comprise the Tax Increment generated within the Increment
District established by Broken Arrow.

In
exchange for the financial incentives that Sunset BA is receiving under its public-private partnership with Broken Arrow, the Economic
Development Agreement imposes various obligations and restrictions on Sunset BA’s ownership and development of the land it is acquiring
from Broken Arrow. Under the terms of the original Economic Development Agreement, certain mutual conditions precedent were required
to be completed by the parties by January 31, 2024 (the “Conditions Precedent Deadline”), but the Conditions Precedent
Deadline was extended to June 30, 2024, through a series of amendments to the original Economic Development Agreement, including a First
Amendment dated January 31, 2024, a Second Amendment dated February 21, 2024, a Third Amendment dated March 5, 2024 (the changes under
which were unrelated to the extension of the Conditions Precedent Deadline), and a Fourth Amendment dated March 5, 2024. All of the mutual
conditions precedent have been satisfied. Pursuant to the Purchase and Sales Agreement between Sunset BA and Broken Arrow, dated March
6, 2024, the closing of the sale was originally set to occur on April 10, 2024. However, the closing date was subsequently extended and
Venu closed on the property on May 23, 2024.

Additionally,
Sunset BA is required to: (i) make a minimum capital investment of $70 million towards the development of The Sunset BA; (ii) host a
minimum of 45 scheduled events per calendar year; (iii) provide the Broken Arrow with periodic updates to The Sunset BA’s site
plan and design documents; (iv) construct and maintain The Sunset BA in accordance with standards applicable to a first-class entertainment
venue; (v) charge an additional 1% special assessment on all taxable sales directly associated with The Sunset BA venue; and (vi) provide
Broken Arrow with monthly consolidated reports listing taxable transactions (such as ticket sales, concessions, and merchandise sales)
completed by Sunset BA and/or its contract vendors. Furthermore, Sunset BA is required to complete
its construction of The Sunset BA amphitheater by December 31, 2025, subject to the timely completion of all obligations owed by Broken
Arrow and the Broken Arrow EDA. If Sunset BA fails to timely construct The Sunset BA amphitheater, it must pay Broken Arrow a fee of
$10,000 per month for each month that the venue remains unfinished.

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Sunset
BA also faces certain risks related to the completion of the Project Improvements that Broken Arrow agreed to make. The costs of the
Project Improvements will be funded using TIF Bonds issued by the Broken Arrow EDA. The payment of the TIF Bonds directly depends on
Sunset BA’s success in developing and operating the Broken Arrow Amphitheater in a manner that generates sufficient Tax Increment
revenue. Accordingly, Sunset BA agreed to timely remit, and to use commercially reasonable efforts to make its contractors timely remit,
all legally required ad valorem and sales taxes. If Sunset BA fails to operate the Broken Arrow Amphitheater in a manner that generates
sufficient Tax Increment revenue to pay the TIF Bonds, Broken Arrow would be unable to pay for the Project Improvements, and Sunset BA
would not receive the benefit of one of the material financial incentives that induced its entry into the public-private partnership.

Public-Private
Partnership in McKinney, Texas

In
March 2024, Venu formed a public-private partnership with the City of McKinney, Texas (“McKinney”) with plans to construct
The Sunset McKinney, a 20,000 seat, open-air amphitheater and entertainment complex. Pursuant to the Chapter 380, Grant, and Development
Agreement that Venu entered into with McKinney, the MEDC, and the McKinney Community Development Corporation on April 16, 2024 (the “McKinney
Development Agreement”), Venu will construct The McKinney Complex on a 46-acre tract (the “McKinney Tract”)
that MEDC has agreed to sell to Venu for an aggregate purchase price of $35,000,000 to be paid at the closing of the sale at Venu’s
option either (i) in full, in cash, or (ii) with $10,000,000 paid in cash (the “McKinney Cash Payment”) and $25,000,000
represented by a secured promissory note to MEDC (the “McKinney Note”), which will bear no interest, be subject to
prepayment without penalty, be secured by a Deed of Trust conveying a first-priority lien on the McKinney Tract (the “McKinney
Deed of Trust”), and be personally guaranteed by our Chairman and a third party shareholder (such guaranty, the “McKinney
Guaranty”). Closing was required to occur within 30 days after the entitlement of the McKinney Property (the “Entitlement
Date”) and took place on January 14, 2025.

On
October 15, 2024, the parties amended the McKinney Development Agreement to, among other things: (i) eliminate the “Letter of Credit”
payment concept and instead provide for payment of the McKinney Purchase Price either fully in cash or with a combination of the $10,000,000
McKinney Cash Payment and the $25,000,000 McKinney Note, to be secured by the McKinney Deed of Trust and personally guaranteed by the
McKinney Guaranty; (ii) require MEDC, if not paid fully in cash, to invest the McKinney Cash Payment in a public investment pool or other
investment instrument, which will initially accrue interest at a rate of 4.75% (such interest, the “Accrued Interest”),
all of which MEDC must pay to Venu until the earlier of December 15, 2027, the date the McKinney Cash Payment has been reimbursed to
Venu, or the date the McKinney Cash Payment has been retained by MEDC following a default under the agreement by Venu; (iii) require
Venu to repay all Accrued Interest to MEDC through a temporary adjustment to the ticket fee payable by Venu to MEDC; (iv) expand the
list of permitted operators that Venu can enter into the required Operator Agreement with; (v) require Venu to use reasonable efforts
to acquire right-of-way or easements required to install qualified public infrastructure for the McKinney Complex; and (vi) require Venu
to modify its plans to construct The Sunset McKinney to include the construction of an enclosed stage, a sound-attenuating wall attached
to the parking garage, sidewalks, an internal fire lane from the amphitheater, a barrier wall along the southern perimeter of the McKinney
Complex, a redesigned “Owner’s Suite,” and an additional suite, as specified in the amended development plans.

The
McKinney Development Agreement was amended for a second time on December 3, 2024, to: (i) extend the date by which Venu was required
to enter into the required Operator Agreement to September 15, 2025 ; (ii) provide that Venu will be deemed to have committed
an event of default under the McKinney Development Agreement if it defaults under the Operator Agreement, such Operator Agreement is
between Venu and one of its wholly-owned subsidiaries, and such default remains uncured beyond any applicable notice and cure period
(such default, an “Operator Agreement Default”); (iii) state that if Venu commits an uncured Operator Agreement Default,
Venu will not be entitled to receive any of the contributions or incentives set forth in Section 9.8 of the McKinney Development Agreement;
(iv) expand the list of permitted operators that Venu can enter into the Operator Agreement with to include a wholly-owned subsidiary
of Venu; and (v) require that Venu to provide any required notices under the Operator Agreement to McKinney, MEDC, and MCDC if a wholly-owned
subsidiary of Venu becomes an operator under the Operator Agreement.

The
McKinney Development Agreement was amended for a third time on October 6th, 2025, to reduce the required number of parking
to be constructed to 5,000, to correct language related to petition of bankruptcy clause and to adjust the budget and financing plan.

The
McKinney Development Agreement was amended for the fourth time on January 6th of 2026, to clarify the language of responsibility
between the city and Venu for development and deployment of the signage package related to the project, adjusted the dates for deliverables
to the city related to potential Eminent Domain for offsite infrastructure to January 30, 2026, to clarify the responsibility of Venu
to retain control of the parcel in which the project is being constructed in the event any assignment, sale, lease, transfer, conveyance,
mortgage, pledge or other transfer, and provided clarifying language on the City Parties Remedies and defined specifically what was to
be provided as relates Eminent Domain documents due on January 20, 2026.

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One
of the primary financial incentives offered to Venu through its public-private partnership with the McKinney Parties is the potential
reimbursement of the McKinney Purchase Price that Venu must pay for the McKinney Property. If Venu receives a Temporary Certificate of
Occupancy (a “TCO”) within the 36-month period following the Entitlement Date, or if Venu receives a Certificate of
Occupancy (a “CO”) if it has not received a TCO within 36 months from the Entitlement Date, then within 30 days of
Venu’s receipt of the TCO or the CO, MEDC will reimburse Venu for the McKinney Purchase Price, and Venu and the guarantors will
be released from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty. If Venu
meets the conditions for reimbursement and paid the McKinney Purchase Price through a combination of cash, a promissory note, a deed
of trust, and personal guaranties, then MEDC will reimburse Venu for the McKinney Cash Payment and will release Venu and the personal
guarantors from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty. If Venu
fails to receive a TCO and begin operations within 36 months from the Entitlement Date, Venu may still be reimbursed for the McKinney
Purchase Price, but such reimbursement will be reduced by liquidated damages of $5,000 per day, which will accrue until Venu receives
a TCO.

Venu
is subject to a robust list of deadlines under the McKinney Development Agreement, as amended, pursuant to which Venu was obligated,
among other things, to: (i) conduct a site plan and submit it to McKinney within 120 days of March 6, 2024; which has been met; (ii)
conduct a noise study and final traffic study of the McKinney Complex ingress and egress not less than one month before any public meetings
regarding the required site plan for the McKinney Complex, which has been met; (iii) submit the Preliminary Base Complex Plan (as defined
in the Development Agreement) by July 15, 2024, which has been met;; (iv) provide McKinney with a financing plan, including projected
sources and uses for financing proceeds, by September 1, 2024, which has been met; (v) submit the Final Base Complex Plan (as defined
in the Development Agreement) by December 15, 2024, which has been met; (vi) enter into a fully executed, binding Operator Agreement,
which must have a term of at least ten years with two, five-year renewals exercisable by and at the option of Venu, by September 15,
2025, requirements which were amended and has been met; (vii) receive a TCO and begin operations within 36 months from the Entitlement
Date; and (viii) receive a CO within 42 months from the Entitlement Date.

As
part of their public-private partnership, Venu and McKinney must prepare and adhere to a Complex Budget, which budgets the total costs
of developing the McKinney Property and constructing the McKinney Complex. The anticipated Complex Budget is $220,000,000, subject to
any increase or decrease in Venu’s sole discretion, provided that the McKinney Complex Budget cannot be reduced below $200,000,000
without McKinney’s consent. Venu is responsible for securing its portion of the McKinney Complex Budget required for the planning,
development, and construction of the McKinney Complex and all Project Improvements. Venu will be responsible for the payment of any Cost
Overruns in excess of the Complex Budget, provided that Cost Overruns will not include any excess costs and expenses that result from
any acts, failures to act, or omissions of the McKinney Parties. Accordingly, any additional costs that result from Venu’s failure
to adhere to the Project Construction Timeline would be borne by Venu.

Venu
also must adhere to the Project Construction Schedule, the initial version of which is attached as Exhibit E to the Development Agreement,
which specifies various timing expectations for steps in the construction process of The Sunset McKinney. Throughout the construction
timeline, Venu must meet monthly with representatives of the McKinney Parties and other contractors to discuss the status of Venu’s
efforts to comply with the foregoing conditions and must provide written monthly reports to a representative of McKinney regarding the
status of Venu’s construction of the McKinney Complex and any material changes to the Project Construction Schedule or the Complex
Budget.

Once
construction of the McKinney Complex is complete, Venu is required to present at least 45 commercial events per year at The Sunset McKinney
amphitheater. Venu or its operator must pay McKinney a ticket fee equal to $1.00 per manifested ticket sold (the “Ticket Fee”),
subject to adjustment as set forth in the First Amendment to the Chapter 380, Grant, and Development Agreement. If Venu hosts at least
45 commercial events annually, with a paid attendance of at least 400,000 manifested tickets annually, McKinney or a related party will
pay Venu the list of financial incentives and contributions set forth in Section 9.8 of the Development Agreement (the “McKinney
Incentives”), almost all of which will not be paid, and will be subject to repayment through subsequent-year reductions, in
any year in which less than 45 commercial events are held. Accordingly, Venu faces the risk that it will not receive the material financial
incentives that partly induced its entry into the public-private partnership with McKinney if it fails to meet the 45-event requirement
each year.

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If
Venu fails to meet the foregoing deadlines, and there are no reasonable excuses for the delays, the McKinney Parties can exercise various
remedies set forth in the Development Agreement. Depending on the cause of Venu’s breach, certain remedies that are exercisable
by McKinney may result in Venu becoming ineligible to receive, or receiving a reduced amount, of McKinney Incentives. Upon the occurrence
of any of the events identified in the Development Agreement (an “Event of Default”), Venu will be subject to the
penalties described with respect to each Event of Default, including:

(i)
If Venu fails to obtain
a TCO within 36 months from the Entitlement Date, Venu will become ineligible to receive any of the McKinney Incentives other than
the reimbursement of the McKinney Purchase Price, subject to such reimbursement being reduced by $5,000 per day until Venu obtains
a TCO.

(ii)
If Venu fails to obtain
a CO within 42 months from the Entitlement Date, then until Venu obtains a CO, Venu will be ineligible to receive any of the McKinney
Incentives, other than the reimbursement of the McKinney Purchase Price, and Venu will be required to pay liquidated damages in the
amount of $5,000 per day in the form of a reduction to, at the McKinney Parties’ option, one or more of the McKinney Incentives,
which damages will accrue until Venu obtains a CO.

(iii)
If Venu becomes bankrupt,
insolvent, subject to involuntary dissolution, subject to an assignment of all or substantially all of its assets for the benefit
of creditors, or subject to similar actions involving bankruptcy or creditors’ rights described in the Development Agreement,
the McKinney Parties may terminate the Development Agreement, Venu will become ineligible to receive any additional McKinney Incentives,
and if Venu has already purchased the McKinney Property but has not been reimbursed for the McKinney Purchase Price by MEDC, then
MEDC will retain the McKinney Purchase Price, including any amount of the McKinney Purchase Price already paid to MEDC, and may exercise
any remedies provided by the McKinney Deed of Trust, Development Documents (as defined in the McKinney Deed of Trust), or applicable
law.

(iv)
If Venu breaches the Development
Agreement by failing to keep, observe, or perform any of the terms, covenants, or agreements that it is required to keep, observe,
or perform under the Development Agreement (other than those referred to in clauses (i) through (v) above), and fails to cure such
breach within the time periods specified in Section 23.1.1(e) of the Development Agreement, or if Venu defaults under an Operator
Agreement between Venu and one of its wholly-owned subsidiaries and such default remains uncured beyond any applicable notice and
cure period, then Venu must pay liquidated damages in the amount of $5,000 per day in the form of a reduction to, at the McKinney
Parties’ option, one or more of the McKinney Incentives, which damages will accrue from the date Venu is notified of its default
until Venu has cured such default; provided, that if such default is not cured within 180 days, Venu will thereafter not be entitled
to receive any McKinney Incentives.

While
Venu’s public-private partnership with McKinney gives Venu the potential to receive several material financial incentives, Venu
may forfeit those incentives or receive reduced incentives if it fails to comply with the various deadlines and expectations set forth
in the Development Agreement. Any reduction or forfeiture of the McKinney Incentives would result in Venu paying more of the costs of
purchasing the McKinney Property and constructing the McKinney Complex than it anticipated when it entered the Development Agreement
with the McKinney Parties.

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Public-Private
Partnership in El Paso, Texas

On
April 30, 2024, Venu executed a non-binding term sheet with the City of El Paso, Texas, which was approved by the El Paso City Council
by a vote of 6-1. The term sheet defined a more detailed, negotiated Chapter 380 Economic Development Agreement and Purchase and Sale
Agreement (the “El Paso Definitive Agreements”) between Venu and the City of El Paso. The El Paso Definitive Agreements
were executed in June and July 2024, pursuant to which a public-private partnership was established between Venu and the City of El Paso.
The Chapter 380 Economic Development Agreement defines the terms for the construction of The Sunset El Paso, a 12,500-person amphitheater
to be developed by Venu. Pursuant to the El Paso Definitive Agreements, the City of El Paso will provide various financial incentives
to Venu, including the conveyance of approximately 17 acres for the site location on the terms set forth in the Purchase and Sale Agreement,
the guarantee and/or funding of all parking facilities, the waiver of all fees for the building permits and inspections required to develop
The Sunset El Paso, and the provision of annual rebates on real and business personal property,
sales and use, and mixed beverage taxes over up to a 20-year rebate period as part of an incentives package that will total approximately
$67 million. Additionally, the City of El Paso expects to contribute $8 million in cash towards construction of the amphitheater
via an eight-year, zero-interest, forgivable promissory note, which will be forgiven if Venu completes construction of The Sunset El
Paso within 36 months from Entitlement and hosts a minimum of 25 events per year in years 3-5 of the rebate period. The Purchase and
Sale Agreement was amended on August 29, 2024, October 28, 2024, January 27, 2025, and March 3, 2025, and in each case to extend the
inspection period. Venu closed on its purchase and acquisition of the El Paso property on May 13, 2025.

As
part of its proposed public-private partnership with El Paso and in exchange for El Paso’s incentives package, Venu must, among
other obligations: (i) invest at least $80 million in the acquisition, development, carrying costs, construction, and business personal
property costs associated with developing The Sunset El Paso; (ii) commence construction of The Sunset El Paso within 90 days following
Entitlement; (iii) obtain a Temporary Certificate of Occupancy no later than 36 months after Entitlement; (iv) secure a venue operator
to operate the amphitheater for a 10-year term with two, five-year extensions prior to obtaining a Certificate of Occupancy; and (v)
host a minimum of 40 events per year. If Venu defaults under the terms of the term sheet or the Definitive El Paso Agreements and fails
to timely cure such defaults, Venu must repay any rebates it received from El Paso pursuant to a recapture schedule to be defined in
the Chapter 380 Economic Development Agreement.

Competition

The
following factors contribute to the competitive environment that Venu faces in the live-entertainment and hospitality industry:

●
Within the live-entertainment
and hospitality industry, Venu will compete against other live-music venues in the states in which Venu has expanded or plans to
expand to, such as the Red Rocks Amphitheater in Morrison, Colorado, and the Toyota Music Factory near the DFW area of Texas.

●
The offerings in the live-entertainment
and hospitality space are diverse. Not only does Venu compete against other music venues for bookings and ticket sales, but Venu
also competes against companies that offer other forms of media and entertainment, including sporting events, music festivals, theaters,
and other live-entertainment venues.

●
Despite general trends
indicating that consumers are willing to spend high-dollar prices to see their favorite artists perform live, many Americans are
cutting back on their entertainment spending due to recessionary fears and exorbitant, inflationary costs.

●
Many of Venu’s planned
venues are a drivable, though less convenient, distance from larger cities that commonly attract big names in entertainment, which
could create an oversaturation of entertainment offerings and make it more difficult for Venu to route those artists to its venues.
With an assortment of venue options, touring acts may be more inclined to perform at older, more established venues despite the updated
features and amenities that Venu’s venues offer.

●
Given that Venu is less
than a decade old, it may not have the brand recognition that other venues do, which could make it difficult to break into new markets.
Venu may also have difficulty competing against larger companies that can allocate greater resources to marketing, technical operations,
and brand recognition than Venu can.

●
Venu operates in an industry
that is affected by seasonality. The industry is frequently affected by external factors that are beyond Venu’s control but
that may challenge Venu’s ability to operate, compete, and remain profitable. Those external factors may include weather incidents,
natural disasters, geopolitical events, or public-health risks, all of which could lower attendance at Venu’s venues or disrupt
Venu’s concert lineup.

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Despite
those factors, Venu believes it can compete in the live-entertainment and hospitality industry.

Venu’s
approach to market expansion is subject to regimented criteria and a site-selection plan for developing new properties and establishing
itself in new markets. Venu only enters a new market that it believes it is relatively barren of other live-entertainment offerings or
venues that would compete against Venu. Venu also seeks markets that its management team or real-estate leads have ties to, which facilitates
Venu’s ability to raise capital and build relationships within the communities it is expanding in. For more information on Venu’s
site-selection process and expansion strategy, see “Venu’s Mission and Strategy — Site-Selection Strategy.”

Additionally,
even where there are existing live-music and entertainment venues in the general vicinity of where Venu plans to expand to, part of what
is expected to attract audiences to Venu’s venues is that they are newly designed and updated venues with modern, premium features
that older venues do not deliver.

Lastly,
management believes that the strategic partnerships that Venu enters into give it a competitive edge. Venu partners with both public
municipalities and other companies. By partnering with local governments that see the long-term value of Venu’s entertainment assets
and choose to invest local resources into the construction and development of Venu’s venues, Venu positions itself as a potential
top entertainment competitor within the local market. Through its private partnerships with other companies, Venu seeks to ensure that
its venues are operated as efficiently and effectively as possible. This is demonstrated, for example, by Venu’s strategic partnership
with AEG Presents to operate Ford Amphitheater in Colorado Springs, Colorado.

Government
Regulations

Venu
is subject to an array of federal, state, and local laws. As part of the entertainment and hospitality industry, Venu is subject to substantial
governmental and regulatory oversight. The laws and regulations that Venu is subject to govern matters such as:

●
Zoning and land use, which
dictates where Venu can build venues, how its venues can be used, and what types of events can be hosted in them;

●
Infrastructure and safety
standards, which require Venu to comply with building codes that ensure the soundness of the design, construction, and structural
integrity of Venu’s venues and protect the public health and safety of Venu’s occupants by setting occupancy limits and
imposing fire-safety standards;

●
Noise levels, which require
Venu to comply with local noise ordinances to minimize disruptions to neighborhoods and businesses in close proximity of Venu’s
live-music venues;

●
Labor and employment practices,
which require Venu to adhere to labor laws regarding wages, work hours, working conditions, employee rights, and workplace safety;

●
Alcohol sales, service,
and consumption, which regulate the licenses of each of Venu’s venues to serve alcohol, impose age restrictions for alcohol
consumption, and ensure Venu upholds responsible alcohol-service standards;

●
Intellectual-property rights,
which Venu must respect when booking, marketing, and hosting live-music concerts and when entering into sponsorship agreements with
various companies and brands;

●
Privacy rights, which require
Venu to protect sensitive and personal information collected from its customers or artists at its venues;

●
Bribery and corruption,
including the Unites States Foreign Corrupt Practices Act, which prohibits Venu and is agents and intermediaries from illegally paying,
promising to pay, or receiving money or anything of value to or from any government or foreign public official for the purpose of
directly or indirectly obtaining or retaining business;

35

●
Health and sanitation,
which establish standards for the cleanliness and sanitariness of Venu’s restaurants and venues and require Venu to implement
various precautionary measures to mitigate the spread of infectious diseases;

●
Food and beverage service
operations, which govern Venu’s handling, preparation, and service of food and drinks, the hygiene of Venu’s food-handling
personnel, Venu’s upholding of various food-safety regulations, and the cleanliness of Venu’s kitchen facilities;

●
Ticketing practices, which
regulate Venu’s compliance with laws concerning primary ticket sales, ticketing resale services in secondary ticket markets,
pricing and refunds, pricing transparency, scalping practices, and imposing ticket-related fees;

●
Venue accessibility, which
requires Venu to comply with the Americans with Disabilities Act of 1990 and other laws or regulations concerning accessibility;

●
Environmental protection,
which governs Venu’s use of materials when designing and constructing venues and imposes requirements related to energy efficiency,
waste management, and pollution control;

●
Federal and state securities
laws, and other regulations, which pertain to the offerings (such as Luxe FireSuites sales) conducted by Venu subsidiaries for certain
of Venu’s amphitheater and development projects; and

●
Marketing activities, which
limit Venu’s telephone and online marketing practices.

Venu
believes that it is materially in compliance with all of the rules, laws, and regulations that it is subject to. From time to time, federal,
state, and local authorities or individuals may commence investigations, inquiries, or litigation with respect to Venu’s compliance
with applicable consumer protection, environmental, advertising, unfair business practice, antitrust (and similar or related laws) and
other laws, particularly as related to noise levels, venue construction and development, and primary and secondary ticketing sales and
services.

Employees
and Human Capital

As
of March 15, 2026, Venu has 94 full-time employees and 186 part-time employees. Venu’s compensation philosophy focuses on attracting
and retaining top talent who contribute to its mission of revolutionizing the entertainment and hospitality industry, providing world-class
service, and delivering exceptional entertainment experiences. Venu can accomplish its compensation philosophy by offering incentive-compensation
awards to employees, consultants, or directors who are designated by the Board or its committees under the Company’s Amended and
Restated 2023 Omnibus Incentive Compensation Plan. Incentive-compensation awards can consist of incentive stock options, non-qualified
stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. In addition, prior to the
adoption of our Incentive Compensation Plan, Venu historically granted compensatory warrants to employees and service providers.

Venu
anticipates increasing hiring activity as it continues to expand into new markets and open new venues.

Intellectual
Property Portfolio

Venu
filed an application to trademark the name “Notes Live” with the U.S. Patent and Trademark Office (“USPTO”)
on April 14, 2022, which it revised on March 7, 2023. The USPTO registered the trademark on August 8, 2023 (Registration No. 7130383).

Venu filed an application (U.S. Serial No. 97759523)
to trademark the name “Sunset Amphitheater” with the USPTO on January 18, 2023. The USPTO published the pending trademark
application for opposition on January 23, 2024, which allows the public the opportunity to oppose the trademark’s registration.
The USPTO issued Venu a Notice of Allowance on March 19, 2024, and Venu was required to file a Statement of Use or an Extension Request
within six months of that date but has filed for several extensions related to that obligation, the latest of which was approved by the
USPTO on February 28, 2026. The status of this trademark application is still pending.

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Venu filed an application (U.S. Serial No. 98186179)
to trademark the name “VENU” to use in printed and online magazines in the fields of live music and hospitality on September
19, 2023, which was registered by the USPTO on April 1, 2025 (Registration No. 7742084).

Hospitality
Income & Asset, LLC (“HIA”), which is a majority-owned subsidiary of Venu, filed an application to trademark the
name “Bourbon Brothers” with the USPTO on February 23, 2013, which was registered by the USPTO on September 30, 2014 (Registration
No. 4614527).

Venu
also registered three trade names with the Colorado Secretary of State by filing a Statement of Trade Name of a Reporting Entity on:
(1) February 19, 2019 (File No. 20191101304) for “Boot Barn Hall at Bourbon Brothers,” a trade name for Bourbon Brothers
Presents, LLC; (2) August 8, 2022 (File No. 20221772018) for “Notes,” a trade name for 13141 Notes LLC; and (3) May 29, 2024
for “VENU Holding Corporation,” a trade name for our former Company name, Notes Live, Inc.

Venu
filed trademark applications with the USPTO to register the following trademarks:

●
BUY IN. ROCK ON., Application
No. 98/585,965, filed on June 5, 2024;

●
BUY THE STOCK THAT ROCKS,
Application No. 98/585,902, filed on June 5, 2024;

●
INVEST IN THE STOCK THAT
ROCKS, Application No. 98/585,955, filed on June 5, 2024;

●
OWN THE STOCK THAT ROCKS,
Application No. 98/585,964, filed on June 5, 2024;

●
STOCK THAT ROCKS, Application
No. 98/585,953, filed on June 5, 2024;

●
FAN FOUNDED. FAN OWNED.,
Application No. 98/587,942, filed on June 6, 2024;

●

VENU,
Application No. 98/605,958, filed on June 18, 2024; and

●

LUXE
FIRESUITES, Application No. 99/062,206, filed on February 28, 2025.

On July 2, 2024, Venu filed the following four Statements
of Trademark Registration of a Reporting Entity with the Colorado Secretary of State to register the trademark “VENU” in four
classes: (i) File No. 20241713474 (Class No. 016); (ii) File No. 20241713521 (Class No. 036); (iii) File No. 20241713551 (Class No. 037);
and (iv) File No. 20241713564 (Class No. 041).

Available
Information

Our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the
Securities and Exchange Commission (the “SEC”). These reports and other information we file with or furnish to the
SEC are available free of charge at https://investors.venu.live/financials/sec-filings as soon as reasonably practicable after they are
electronically filed with or furnished to the SEC. In addition, the SEC maintains an internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

We
use our website (www.venu.live) and various social media channels (e.g., VENU on LinkedIn) as a means of disclosing information about
Venu and our projects and products to our customers, investors, and the public. The information posted on our website and social media
channels is not incorporated by reference in this Report or in any other report or document we file with the SEC. Further, references
to our website URLs are intended to be inactive textual references only. The information we post through these channels may be deemed
material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings, and public
conference calls and webcasts. Although our executive officers may also use certain social media channels, we do not use our executive
officers’ social media channels to disclose information about Venu or our products or projects.

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