HALL OF FAME RESORT & ENTERTAINMENT COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of November 18, 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 19th, 2020 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
WARRANT AGENCY AGREEMENT, dated as of November 18, 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”).
HALL OF FAME RESORT & ENTERTAINMENT COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • November 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 17,857,142 units (the “Firm Units” or “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional 2,678,571 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 2,678,571 Option Warrants (as defined herein and collectively with warrants underlying the Firm Units, the “Warrants”). Each Unit consists of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one Warrant. Ea
