EMPLOYMENT agreementEmployment Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • Ohio
This Employment Agreement (this “Agreement”) is made and entered into by and between HOF Village Newco, LLC, a Delaware limited liability company (the “Company”), and Michael Crawford (the “Executive”) and shall be effective on the Effective Date (defined below).
DIRECTOR NOMINATING AGREEMENTDirector Nominating Agreement • March 10th, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS DIRECTOR NOMINATING AGREEMENT (this “Agreement”) is made as of _____________, 2020, by and among GPAQ Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Gordon Pointe Management, LLC (together with its permitted successors and assigns hereunder, the “Sponsor”), HOF Village, LLC, a Delaware limited liability company (together with its permitted successors and assigns hereunder, “HOFV”), and the National Football Museum, Inc., an Ohio non-profit corporation (together with its permitted assigns and successors hereunder, “PFHOF” and together with the Sponsor and HOFV, the “Designated Shareholders”). Holdings, the Sponsor, HOFV and PFHOF are each a “Party” and are collectively the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Merger Agreement (as defined below).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • February 10th, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS BUSINESS LOAN AGREEMENT (“Agreement”), dated December 30, 2019, is made and executed between HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (“Borrower”), and NEWMARKET PROJECT, INC. (“Lender”) on the following terms and conditions. Borrower understands and agrees that in granting, renewing, or extending any Loan, Lender is relying upon the representations, warranties, and agreements set forth In this Agreement, the Loan Documents (described below), and in Related Documents; and all shall be and remain subject to the terms and conditions of this Agreement. All capitalized terms used in this Agreement shall have the meaning provided below in the definition section of this Agreement, unless otherwise indicated in the body of this Agreement.
FORM OF LOCK-UP AGREEMENT1Lock-Up Agreement • November 12th, 2019 • GPAQ Acquisition Holdings, Inc. • Delaware
This Lock-Up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger, dated as of September 16, 2019 (the “Merger Agreement”), by and among (i) Gordon Pointe Acquisition Corp, a Delaware corporation (“Acquiror”), (ii) GPAQ Acquisition Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Holdings”), (iii) GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings, (iv) GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings, (v) HOF Village, LLC, a Delaware limited liability company (the “Company”), and (vi) HOF Village Newco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Newco”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Merger Agreement.
FORM OF RELEASE AGREEMENTRelease Agreement • November 12th, 2019 • GPAQ Acquisition Holdings, Inc. • Delaware
This Agreement is being delivered pursuant to the Agreement and Plan of Merger, dated as of September 16, 2019 (as it may be amended, supplemented or modified from time to time in accordance with its terms, and collectively with all the schedules, exhibits and attachments thereto, and all other agreements and documents contemplated thereby, the “Merger Agreement”), by and among (i) Acquiror, (ii) Holdings, (iii) GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Acquiror Merger Sub”), (iv) GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Company Merger Sub”), (v) the Company, and (vi) Newco.
MEDIA LICENSE AGREEMENTMedia License Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • Ohio
THIS MEDIA LICENSE AGREEMENT (this “Agreement”) is made and effective as of the date of the Closing (as defined in the Merger Agreement (as defined below)) (the “Effective Date”), between NATIONAL FOOTBALL MUSEUM, INC., an Ohio non-profit corporation, doing business as Pro Football Hall of Fame (“PFHOF”), HOF Village Media Group, LLC (the “Village Media Company”), a Delaware limited liability company that is a wholly-owned subsidiary of HOF Village, LLC, a Delaware limited liability company (“HOFV”) and, solely for purposes of Section 4.5, HOFV; each a “Party” and collectively, the “Parties”.
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] or [Redacted] INDICATES THAT INFORMATION HAS BEEN REDACTED.Term Loan Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
In consideration of the agreements set forth herein and in the other Loan Documents, and in reliance upon the representations and warranties set forth herein and therein, the parties hereto hereby agree as follows:
Gordon Pointe Management, LLCLetter Agreement • March 10th, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
This amended and restated letter agreement (this “Agreement”) is provided to you in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 16, 2019, as amended (the “Merger Agreement”), by and among Gordon Pointe Acquisition Corp (“Acquiror”), GPAQ Acquisition Holdings, Inc. (“Holdings”), GPAQ Acquiror Merger Sub, Inc., GPAQ Company Merger Sub, LLC, HOF Village, LLC (“HOFV”), and HOF Village Newco, LLC. This Agreement hereby amends and restates the terms of that certain letter agreement dated September 16, 2019, between Gordon Pointe Management, LLC (the “Sponsor”) and HOFV (the “Original Agreement”) and supersedes the Original Agreement in its entirety. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
GUARANTY made by IRG MASTER HOLDINGS, LLC,Guaranty • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This GUARANTY (this “Guaranty”), dated as of November 16, 2019, is made by IRG MASTER HOLDINGS, LLC, a Delaware limited liability company, having a mailing address at 11111 Santa Monica Boulevard, Suite 800, Los Angeles, California 90025(together with its permitted successors and assigns, “Guarantor”), in favor of GACP FINANCE CO., LLC, as administrative agent (together with its successors and assigns in such capacity, hereinafter referred to as “Administrative Agent”), having an address at 11100 Santa Monica Blvd., Los Angeles, CA 90025.
AMENDMENT NUMBER 3 TO TERM LOAN AGREEMENT Dated as of September 14, 2018 among HOF VILLAGE, LLC; HOF VILLAGE YOUTH FIELDS, LLC; HOF VILLAGE PARKING, LLC; HOF VILLAGE STADIUM, LLC AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS and THE LENDERS...Term Loan Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This AMENDMENT NUMBER 3 TO TERM LOAN AGREEMENT (this “Amendment Number 3”) dated as of September 14, 2018 is made by and among: (i) 1-TOF VILLAGE, LLC, a Delaware limited liability company (the “Lead Borrower”); HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING, LLC, a Delaware limited liability company; HOF VILLAGE STADIUM, LLC, a Delaware limited liability company; HOF VILLAGE LAND, LLC, a Delaware limited liability company; HOF VILLAGE HOTEL I, LLC, a Delaware limited liability company; HOF VILLAGE SPORTS BUSINESS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING MANAGEMENT I, LLC, a Delaware limited liability company; HOF VILLAGE RESIDENCES I, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR EXCELLENCE, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR PERFORMANCE, LLC, a Delaware limited liability company; HOF EXPERIENCE, LLC, a Delaware limited liability company; HOF VILLAGE MEDIA GROUP, LLC, a
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] or [Redacted] INDICATES THAT INFORMATION HAS BEEN REDACTED. LOAN AND SECURITY...Loan and Security Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 9, 2017 is entered into by and among JCIHOFV FINANCING, LLC, a Delaware limited liability company (the “Borrower”), HOF Village, LLC, a Delaware limited liability company (“HOFV”), National Football Museum, Inc. d/b/a Pro Football Hall of Fame, an Ohio corporation (“PHOF” and together with the Borrower and HOFV, collectively, the “Loan Parties”), each of the financial institutions from time to time a party hereto (each, a “Lender” and, collectively, the “Lenders”) and Wilmington Trust, National Association, as agent (in such capacity, and together with its successors and permitted assigns, the “Agent”).
Re: Letter Agreement re Payment Terms as a result of the Gordon Pointe MergerLetter Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation
Reference is made to that certain Loan Agreement, dated as of March 20, 2018, by, among others, HOF VILLAGE, LLC, a Delaware limited liability company, the other Borrowers thereto, the Lenders from time to time party thereto, and GACP FINANCE CO., LLC, in its capacity as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), as amended by: (i) that certain Delayed Draw Joinder Agreement Number 1, dated as of April 11, 2018, (ii) that certain Delayed Draw Joinder Agreement Number 2, dated as of May 18, 2018, (iii) that certain Amendment Number 3 to Term Loan Agreement, dated as of September 14, 2018, (iv) that certain Amendment Number 4 to Term Loan Agreement, dated as of February 19, 2019, (v) that certain Amendment Number 5 to Term Loan Agreement, dated as of June 28, 2019, (vi) that certain Amendment Number 6 to Term Loan Agreement, dated as of August 15, 2019, (vii) that certain Amendment Number 7 to Term Loan Agre
AMENDMENT NUMBER 6 TO TERM LOAN AGREEMENT Dated as of August 15, 2019 among HOF VILLAGE, LLC; HOF VILLAGE YOUTH FIELDS, LLC; HOF VILLAGE PARKING, LLC; HOF VILLAGE STADIUM, LLC AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS and THE LENDERS PARTY...Term Loan Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This AMENDMENT NUMBER 6 TO TERM LOAN AGREEMENT (this “Amendment Number 6”) dated as of August 15, 2019 is made by and among: (i) HOF VILLAGE, LLC, a Delaware limited liability company (the “Lead Borrower”); HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING, LLC, a Delaware limited liability company; HOF VILLAGE STADIUM, LLC, a Delaware limited liability company; HOF VILLAGE LAND, LLC, a Delaware limited liability company; HOF VILLAGE HOTEL I, LLC, a Delaware limited liability company; HOF VILLAGE SPORTS BUSINESS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING MANAGEMENT I, LLC, a Delaware limited liability company; HOF VILLAGE RESIDENCES I, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR EXCELLENCE, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR PERFORMANCE, LLC, a Delaware limited liability company; HOF EXPERIENCE, LLC, a Delaware limited liability company; HOF VILLAGE MEDIA GROUP, LLC, a Delaw
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] or [Redacted] INDICATES THAT INFORMATION HAS BEEN REDACTED. SPONSORSHIP AND...Sponsorship and Naming Rights Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • Ohio
This Sponsorship and Naming Rights Agreement (this “Agreement”) is made as of the 17th day of November, 2016 by and among HOF Village, LLC, a Delaware limited liability company (“HOFV”), National Football Museum, Inc. d/b/a Pro Football Hall of Fame, an Ohio corporation (“PFHOF” and, together with HOFV, the “HOF Entities”), and Johnson Controls, Inc., a Wisconsin corporation (the “Company” and, together with the HOF Entities, the “Parties”).
FIRST AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • Ohio
THIS FIRST AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) is made as of this 16th day of September, 2019, which is also the date of the last signature hereto (the “Effective Date”), between NATIONAL FOOTBALL MUSEUM, INC., an Ohio non-profit corporation, doing business as Pro Football Hall of Fame (hereinafter “PFHOF”) and HOF Village, LLC, a Delaware limited liability company (hereinafter “HOFV”), each a “Party” and collectively, the “Parties”.
DELAYED DRAW JOINDER AGREEMENT NUMBER 2Delayed Draw Joinder Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
ContractPromissory Note • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This Promissory Note/ is subordinated to the prior payment and sat isfaction in cash of all Senior Debt, as defined in the Debt and Lien Subordination Agreement dated as of the date hereof, as the same may be amended, modified, restated or supplemented from time to time (the “Subordination Agreement”), to the extent and in the manner provided for in the Subordination Agreement.
AMENDMENT NUMBER 5 TO TERM LOAN AGREEMENT Dated as of June 28, 2019 amongTerm Loan Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This AMENDMENT NUMBER 5 TO TERM LOAN AGREEMENT (this “Amendment Number 5”) dated as of June 28, 2019 is made by and among: (i) HOF VILLAGE, LLC, a Delaware limited liability company (the “Lead Borrower”); HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING, LLC, a Delaware limited liability company; HOF VILLAGE STADIUM, LLC, a Delaware limited liability company; HOF VILLAGE LAND, LLC, a Delaware limited liability company; HOF VILLAGE HOTEL I, LLC, a Delaware limited liability company; HOF VILLAGE SPORTS BUSINESS, IA,C, a Delaware limited liability company; HOF VILLAGE PARKING MANAGEMENT I, LLC, a Delaware limited liability company; HOF VILLAGE RESIDENCES I, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR EXCELLENCE, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR PERFORMANCE, LLC, a Delaware limited liability company; HOF EXPERIENCE, LLC, a Delaware limited liability company; HOE VILLAGE MEDIA GROUP, LLC, a Delawa
LOAN AGREEMENTLoan Agreement • February 10th, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS LOAN AGREEMENT (“Agreement”), dated December 30, 2019, is made and executed between HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (“Borrower”), and CITY OF CANTON, OHIO, a municipality duly organized and validly existing under the Ohio Constitution and other applicable Ohio laws (“Lender”), on the following terms and conditions. Borrower understands and agrees that in granting, renewing, or extending any Loan, Lender is relying upon the representations, warranties, and agreements set forth in this Agreement, the Loan Documents (described below); and all shall be and remain subject to the terms and conditions of this Agreement. All capitalized terms used in this Agreement shall have the meaning provided below in the definition section of this Agreement, unless otherwise indicated in the body of this Agreement.
DELAYED DRAW JOINDER AGREEMENT NUMBER 1Delayed Draw Joinder Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] or [Redacted] INDICATES THAT INFORMATION HAS BEEN REDACTED. SPONSORSHIP AND...Sponsorship and Services Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • Ohio
This SPONSORSHIP AND SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the 19th day of December, 2018, by and among HOF Village, LLC, a Delaware limited liability company (“HOFV”), National Football Museum, Inc., d/b/a Pro Football Hall of Fame, an Ohio corporation (“PFHOF” and, together with HOFV, the “HOF Entities”) and Constellation NewEnergy, Inc., a Delaware corporation, on behalf of itself and its retail affiliates and subsidiaries (collectively, “Constellation”). HOFV and/or PFHOF, on the one hand, and Constellation, on the other hand, are referred to herein as a “Party” and, collectively, as the “Parties”.
AMENDMENT NUMBER 7 TO TERM LOAN AGREEMENT Dated as of November 16, 2019 among HOF VILLAGE, LLC; HOF VILLAGE YOUTH FIELDS, LLC; HOF VILLAGE PARKING, LLC; HOF VILLAGE STADIUM, LLC AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS and THE LENDERS PARTY...Term Loan Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This AMENDMENT NUMBER 7 TO TERM LOAN AGREEMENT (this “Amendment Number 7”) dated as of November 16, 2019 is made by and among: (i) HOF VILLAGE, LLC, a Delaware limited liability company (the “Lead Borrower”); HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING, LLC, a Delaware limited liability company; HOF VILLAGE STADIUM, LLC, a Delaware limited liability company; HOF VILLAGE LAND, LLC, a Delaware limited liability company; HOF VILLAGE HOTEL I, LLC, a Delaware limited liability company; HOF VILLAGE SPORTS BUSINESS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING MANAGEMENT I, LLC, a Delaware limited liability company; HOF VILLAGE RESIDENCES I, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR EXCELLENCE, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR PERFORMANCE, LLC, a Delaware limited liability company; HOF EXPERIENCE, LLC, a Delaware limited liability company; HOF VILLAGE MEDIA GROUP, LLC, a Del
Re: Letter Agreement re 7th Amendment and Promissory NoteLoan Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation
Reference is made to that certain Loan Agreement, dated as of March 20, 2018, by, among others, HOF VILLAGE, LLC, a Delaware limited liability company, the other Borrowers thereto, the Lenders from time to time party thereto, and GACP FINANCE CO., LLC, in its capacity as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), as amended by: (i) that certain Delayed Draw Joinder Agreement Number 1, dated as of April 11, 2018, (ii) that certain Delayed Draw Joinder Agreement Number 2, dated as of May 18, 2018, (iii) that certain Amendment Number 3 to Term Loan Agreement, dated as of September 14, 2018, (iv) that certain Amendment Number 4 to Term Loan Agreement, dated as of February 19, 2019, (v) that certain Amendment Number 5 to Term Loan Agreement, dated as of June 28, 2019, (vi) that certain Amendment Number 6 to Term Loan Agreement, dated as of August 15, 2019, (vii) that certain Amendment Number 7 to Term Loan Agre
AMENDMENT NUMBER 4 TO TERM LOAN AGREEMENT Dated as of February 19, 2019 among HOF VILLAGE, LLC; HOF VILLAGE YOUTH FIELDS, LLC; HOF VILLAGE PARKING, LLC; OF VILLAGE STADIUM, LLC AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS and THE LENDERS PARTY...Term Loan Agreement • January 23rd, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This AMENDMENT NUMBER 4 TO TERM LOAN AGREEMENT (this “Amendment Number 4”) dated as of February 19, 2019 is made by and among: (i) HOF VILLAGE, LLC, a Delaware limited liability company (the “Lead Borrower”); HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING, LLC, a Delaware limited liability company; HOF VILLAGE STADIUM, LLC, a Delaware limited liability company; HOF VILLAGE LAND, LLC, a Delaware limited liability company; HOF VILLAGE HOTEL I, LLC, a Delaware limited liability company; HOF VILLAGE SPORTS BUSINESS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING MANAGEMENT I, LLC, a Delaware limited liability company; HOF VILLAGE RESIDENCES I, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR EXCELLENCE, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR PERFORMANCE, LLC, a Delaware limited liability company; HOF EXPERIENCE, LLC, a Delaware limited liability company; HOF VILLAGE MEDIA GROUP, LLC, a Del
