REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2022 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
This Registration Rights Agreement dated as of March 1, 2022 (this “Agreement”), is made and entered into by and between Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and each of the purchasers set forth on the signature pages hereto (each, a “Investor” and collectively, the “Investors”).
FORM OF SERIES E COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANYSeries E Common Stock Purchase Warrant • March 2nd, 2022 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
THIS SERIES E COMMON STOCK PURCHASE WARRANT (this “Warrant”), dated as of March 1, 2022 (the “Warrant Date”), 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 from the Initial Exercise Date set forth above, through and until 5:00 p.m. (New York City time) on the date which is five years after the Warrant Date, subject to Section 5(o) (such date, 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 be issued and mai
SERIES F COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANYHall of Fame Resort & Entertainment Co • March 2nd, 2022 • Services-miscellaneous amusement & recreation • New York
THIS SERIES F COMMON STOCK PURCHASE WARRANT (this “Warrant”), dated as of March 1, 2022 (the “Warrant Date”), 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 from the Initial Exercise Date set forth above, through and until 5:00 p.m. (New York City time) on the date which is five years after the Warrant Date (such date, 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 be issued and maintained in the
FIRST AMENDMENT TO LOAN DOCUMENTSLoan Documents • March 2nd, 2022 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This First Amendment to Loan Documents (this “Amendment”) is dated as of March 1, 2022, by and between HOF Village Hotel II, LLC, a Delaware limited liability company (“Borrower”), Stuart Lichter, an individual (“Guarantor”), and ERIEBANK, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation, and its successors, participants, and assigns (“Lender”).
AMENDED AND RESTATED SERIES D COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANYSeries D Common Stock Purchase Warrant • March 2nd, 2022 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
THIS SERIES D COMMON STOCK PURCHASE WARRANT (this “Warrant”), dated as of June 4, 2021 (the “Warrant Date”), certifies that, for value received, CH Capital Lending, LLC, a Delaware limited liability company, 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 from the Initial Exercise Date set forth above, through and until 5:00 p.m. (New York City time) March 1, 2027(such date, 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 2,450,980 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 be issued and maintained in the
JOINDER AND SECOND AMENDMENT TO SECURED COGNOVIT PROMISSORY NOTEWarrant Agreement • March 2nd, 2022 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
This Joinder and Second Amendment to Secured Cognovit Promissory Note (this “Second Amendment”), dated as of March 1, 2022 (the “Second Amendment Date”), is entered into by and among (a) HOF Village Newco, LLC, a Delaware limited liability company (“Newco”), and HOF Village Hotel II, LLC, a Delaware limited liability company (“Hotel II”; each of Newco and Hotel II is referred to herein as a “Maker,” and they are together referred to herein as “Makers”), (b) Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”); and (c) JKP Financial, LLC, a Delaware limited liability company (together with its successors and assigns, “Holder”).
AMENDMENT NUMBER 6 TO TERM LOAN AGREEMENT among HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS as Borrowers and CH CAPITAL LENDING, LLC, as Administrative Agent and CH CAPITAL LENDING, LLC, as Lender...Term Loan Agreement • March 2nd, 2022 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This AMENDMENT NUMBER 6 TO TERM LOAN AGREEMENT (this “Amendment”) dated as of March 1, 2022 (the “Effective Date”) is made by and among HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“HOF Resort & Entertainment”), HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“Newco”), HOF VILLAGE STADIUM, LLC, a Delaware limited liability company (“HOF Stadium”), and HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company (“HOF Youth Fields”; each of HOF Resort & Entertainment, Newco, HOF Stadium, and HOF Youth Fields is individually referred to herein as a “Borrower,” and they are collectively referred to herein as “Borrowers”), CH CAPITAL LENDING, LLC, a Delaware limited liability company, as the current Administrative Agent for the current Lender (in such capacity, “Administrative Agent”) and CH CAPITAL LENDING, LLC, a Delaware limited liability company, as the current Lender (in such capacity, “Lender”).
