REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2020 • Hall of Fame Resort & Entertainment Co • Blank checks • New York
This Registration Rights Agreement dated as of July 1, 2020 (this “Agreement”), is made and entered into by and between GPAQ Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and each of the purchasers set forth on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
GPAQ ACQUISITION HOLDINGS, INC. WARRANT AGREEMENTWarrant Agreement • July 8th, 2020 • Hall of Fame Resort & Entertainment Co • Blank checks • New York
This Warrant Agreement dated as of July 1, 2020 (this “Agreement”) is entered into by and among GPAQ Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers party hereto (each, a “Purchaser” and collectively, the “Purchasers”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note Purchase Agreement dated as of the date hereof (the “Note Purchase Agreement”) by and among the Company and the Purchasers.
NOTE PURCHASE AGREEMENT by and among GPAQ ACQUISITION HOLDINGS, INC. and the Purchasers named herein 8.00% Convertible Notes due 2025 Dated as of July 1, 2020Note Purchase Agreement • July 8th, 2020 • Hall of Fame Resort & Entertainment Co • Blank checks • New York
This Subsidiary Guarantee, dated as of ________ __, 202__ (this “Guarantee”), is made by each of the undersigned (each, a “Guarantor” and, together with each of the other signatories hereto and any other entities from time to time parties hereto pursuant to Section 10.2 hereof, the “Guarantors”) in favor of the Holders from time to time of the Notes (as defined below), including without limitation each Purchaser (as defined below).
AMENDED AND RESTATED SPONSORSHIP AND NAMING RIGHTS AGREEMENTSponsorship and Naming Rights Agreement • July 8th, 2020 • Hall of Fame Resort & Entertainment Co • Blank checks • Ohio
This Amended and Restated Sponsorship and Naming Rights Agreement (this “Agreement”) is made as of the 2nd day of July, 2020 (the “Effective Date”) 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”).
AMENDMENT TO Sponsorship and services agreementSponsorship and Services Agreement • July 8th, 2020 • Hall of Fame Resort & Entertainment Co • Blank checks • Ohio
AMENDMENT TO SPONSORSHIP AND SERVICES AGREEMENT, (this “Amendment”) is made and entered into as of this 15th day of June 2020, 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 8 TO TERM LOAN AGREEMENTTerm Loan Agreement • July 8th, 2020 • Hall of Fame Resort & Entertainment Co • Blank checks • New York
This AMENDMENT NUMBER 8 TO TERM LOAN AGREEMENT (this “Amendment Number 8”) dated as of June 30, 2020 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 Delawar
