HALL OF FAME RESORT & ENTERTAINMENT COMPANY FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2020 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
The undersigned, Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [●] units (the “Firm Units” or “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional [●] Option Shares (as defined herein and collectively with the shares of Common Stock (as defined below) underlying the Firm Units, the “Shares”), and/or up to an additional [●] Option Warrants (as defined herein and collectively with warrants underlying the Firm Units, the “Warrants”), representing up to 15% of the total number of Firm Units sold in the Offering. Each Unit consists of one share of the Company’s common stock, par value
HALL OF FAME RESORT & ENTERTAINMENT COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Form of Warrant Agency Agreement Dated as of October __, 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 19th, 2020 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
WARRANT AGENCY AGREEMENT, dated as of October __, 2020 (“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”).
FORM OF COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANYHall of Fame Resort & Entertainment Co • October 19th, 2020 • Services-miscellaneous amusement & recreation • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hall of Fame Resort & Entertainment Company, a company incorporated under the laws of the State of Delaware (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined in Section 1). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price(as defined in Section 2(b)). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”)
AMENDED AND RESTATED MEDIA LICENSE AGREEMENTMedia License Agreement • October 19th, 2020 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
THIS AMENDED AND RESTATED 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”, and amends and restates, in its entirety, that certain Media License Agreement dated as of November 11, 2019 between the Parties (the “Original Agreement’).
SHARED SERVICES AGREEMENTShared Services Agreement • October 19th, 2020 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This Shared Services Agreement (this “Agreement”), dated as of June 30, 2020 (the “Effective Date”), is entered into by and between National Football Museum, Inc., an Ohio nonprofit corporation d/b/a the Pro Football Hall of Fame (“PFHOF”), and HOF Village, LLC, a Delaware limited liability company (the “Company”) (each of the foregoing is individually referred to herein as a “Party” and collectively as the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Merger Agreement (as defined below).
