ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT
On February 13, 2022, VNUE, Inc. (the “Company”)
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with VNUE Acquisition Inc., a Delaware corporation and
wholly-owned subsidiary of the Company (“MergerCo”), Stage It Corp., a Delaware corporation (“Stage It”), and the
stockholders’ representative for Stage It, pursuant to which the Company will acquire Stage It for up to $10 million (the “Merger
Consideration”), by merging MergerCo with and into Stage It, with Stage It continuing as the surviving entity and wholly owned subsidiary
of the Company (the “Merger”).
Pursuant to the Merger Agreement, and subject
to the terms and conditions set forth therein, at the closing of the Merger (the “Closing”), each of Stage It’s outstanding
shares (including common and preferred shares) will be converted into the right to receive the applicable portion of the Merger Consideration.
A portion of the Merger Consideration will be paid in cash and take the form of satisfying certain outstanding debt obligations of Stage It,
as outlined in a Closing Payment Certificate of the Merger Agreement, and the other portion will be paid in shares of the Company’s
common stock or preferred stock, with the actual number of such shares to be issued reduced by the cash component outlaid in the transaction.
A portion of the Merger Consideration, $1 million, will be held back for the purposes of satisfying certain contingent obligations of
Stage It.
The Merger Agreement also allows for the issuance
of earn out shares, not to exceed the overall Merger Consideration, provided that certain EBIDTA requirements are met over the course
of 18 months.
On February 14 2022, the Company completed the
acquisition of Stage It. As a result of the Closing, Stage It became a wholly-owned subsidiary of the Company. For the acquisition, the
Company will issue the initial 135,000,000 shares and pay certain amounts as detailed under Merger Consideration in the Merger Agreement.
The price to be paid in cash and stock for the Earnout Shares and Holdback Shares are set forth in the Merger Agreement.
On February 13, 2022, the Company, Stage It and
the shareholders of Stage It entered into a voting agreement concerning the Merger.
The Merger Agreement has been included to provide
investors with information regarding its terms. The representations, warranties, and covenants contained in the Merger Agreement were
made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to
the Merger Agreement, and may not have been intended to be statements of fact, but rather as a method of allocating risk and governing
the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties, and
covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of
materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s
shareholders. None of the Company’s shareholders or any other third party should rely on the representations, warranties, and covenants,
or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, the Company, Merger Sub,
or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties
may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s
public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information
regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, and other
documents that the Company files or has filed with the SEC.
The foregoing descriptions of the Merger Agreement
and the Merger are summaries, do not purport to be complete, and are qualified in their entirety by reference to the full text of the
Merger Agreement, and the exhibits attached thereto, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and
incorporated by reference herein.