HALL OF FAME RESORT & ENTERTAINMENT COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of October 13, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 12th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
WARRANT AGENCY AGREEMENT, dated as of October 13, 2023 (“Agreement”), between Hall of Fame Resort & Entertainment Company, a corporation organized under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust Company, a corporation organized under the laws of the State of New York (the “Warrant Agent”).
750,000 Shares of Common Stock and Warrants to Purchase 750,000 Shares of Common Stock HALL OF FAME RESORT & ENTERTAINMENT COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
Hall of Fame Resort & Entertainment Company, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, (this “Agreement”), to sell to you, Maxim Group LLC as representative of the several underwriters (each an “Underwriter” and collectively, the “Underwriters”) named herein (“Maxim” or the “Representative”), an aggregate of 750,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and warrants to purchase 750,000shares of Common Stock at an exercise price of $3.75 per share (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). In addition, the Company proposes to grant to the Representative an option to purchase up to an additional 112,500 shares of Common Stock (the “Option Shares”) and /or up to an additional warrants to purchase an additional 112,500 shares of Common Stock (the “Option Warrants” and together with the Option Shares, the “Option Securi
AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 12th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
This Amendment No. 1 to Equity Distribution Agreement (this “Amendment”), is entered into as of October 6, 2023, by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and Maxim Group LLC (“Maxim”) and Wedbush Securities Inc. (“Wedbush”), as sales agents (each an “Agent” and, collectively, “Agents”). All capitalized terms used herein shall have the meanings set forth in the Equity Distribution Agreement (as defined below), unless otherwise indicated.
