HALL OF FAME RESORT & ENTERTAINMENT COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • 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 ________ shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) and, at the election of the Representative, up to an additional ________ shares of Common Stock (the “Option Shares” and collectively with the Firm Shares, the “Shares” or the “Securities”). The offering and sale of the Securities contemplated by this Agreement is referred to herein as the “Offering.”
DIRECTOR NOMINATING AGREEMENTDirector Nominating Agreement • February 5th, 2021 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Delaware
THIS DIRECTOR NOMINATING AGREEMENT (this “Agreement”) is made as of July 1, 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).
EMPLOYMENT AGREEMENT Amendment No. 1Employment Agreement • February 5th, 2021 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement entered into by and between HOF Village Newco, LLC (“HOF Newco”) and Hall of Fame Resort & Entertainment Company (“Hall of Fame Resort”) (Hall of Fame Resort, together with HOF Newco, the “Company”) on the one hand, and Tara Charnes, an individual (“Executive”) on the other hand (such agreement being the “Employment Agreement”), is made by the parties as follows.
EMPLOYMENT AGREEMENT Amendment No. 1Employment Agreement • February 5th, 2021 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement entered into by and between HOF Village Newco, LLC (the “Company”) on the one hand, and B. Anne Zimmer-Graffice, an individual (“Executive”) on the other hand (such agreement being the “Employment Agreement”), is made by the parties as follows.
AGREEMENT REGARDING DEPOSITS INTO PROCEEDS ACCOUNTAgreement Regarding Deposits Into Proceeds Account • February 5th, 2021 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • California
This AGREEMENT REGARDING DEPOSITS INTO PROCEEDS ACCOUNT (this “Agreement”), dated as of December 1, 2020, is entered into by and among HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“HOFRE”), HOF VILLAGE NEWCO, LLC (“Newco Borrower”), HOF VILLAGE STADIUM, LLC, HOF VILLAGE PARKING, LLC, HOF VILLAGE YOUTH FIELDS, LLC, HOF VILLAGE LAND, LLC, HOF VILLAGE SPORTS BUSINESS, LLC, HOF VILLAGE HOTEL I, LLC, HOF VILLAGE HOTEL WP, LLC, HOF VILLAGE CENTER FOR EXCELLENCE, LLC, HOF VILLAGE CENTER FOR PERFORMANCE, LLC, HOF VILLAGE RESIDENCES I, LLC, HOF VILLAGE PARKING MANAGEMENT I, LLC, HOF VILLAGE WATERPARK, LLC, HOF EXPERIENCE, LLC, HOF VILLAGE MEDIA GROUP, LLC and HOF VILLAGE RETAIL I, LLC, each a Delaware limited liability company (the “Newco Subsidiaries, and together with HOFRE and Newco Borrower, collectively, “Borrowers”), and IRG Master Holdings, LLC, a Delaware limited liability company (“Guarantor”).
EMPLOYMENT AGREEMENT Amendment No. 1Employment Agreement • February 5th, 2021 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement entered into by and between HOF Village Newco, LLC (the “Company”) on the one hand, and Michael Levy, an individual (“Executive”) on the other hand (such agreement being the “Employment Agreement”), is made by the parties as follows.
TERM SHEET Hall of Fame Resort & Entertainment Company Private Placement of Series B Convertible Preferred Stock and Warrants to Purchase Common StockHall of Fame Resort & Entertainment Co • February 5th, 2021 • Services-miscellaneous amusement & recreation
This term sheet, dated as of January 28, 2021 (this “Term Sheet”), between Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and IRG, LLC, a Delaware limited liability company (the “Investor”), is a binding and enforceable agreement for the principal terms of the Company’s sale to Investor of the Company’s Series B Convertible Preferred Stock (defined below) and Warrants (defined below) to purchase shares of Common Stock (defined below) (the “Transaction”).
EMPLOYMENT AGREEMENT Amendment No. 1Employment Agreement • February 5th, 2021 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement entered into by and between HOF Village Newco, LLC (“HOF Newco”) and Hall of Fame Resort & Entertainment Company (“Hall of Fame Resort”) (Hall of Fame Resort, together with HOF Newco, the “Company”) on the one hand, and Michael Crawford, an individual (“Executive”) on the other hand (such agreement being the “Employment Agreement”), is made by the parties as follows.
