REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2018 • Gordon Pointe Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 24, 2018, is made and entered into by and among Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), Gordon Pointe Management, LLC, a Florida limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between GORDON POINTE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 30th, 2018 • Gordon Pointe Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 24, 2018, is by and between Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
HALL OF FAME RESORT & ENTERTAINMENT COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 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 12,244,897 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 1,836,734 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.”
12,500,000 Units1 Gordon Pointe Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2018 • Gordon Pointe Acquisition Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • December 22nd, 2017 • Gordon Pointe Acqusition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2018, by and between GORDON POINTE ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
HALL OF FAME RESORT & ENTERTAINMENT COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of October 13, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
WARRANT AGENCY AGREEMENT, dated as of October 13, 2023 (“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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 30th, 2018 • Gordon Pointe Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 24, 2018 by and between Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 22nd, 2017 • Gordon Pointe Acqusition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [●], 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), and Gordon Pointe Management, LLC, a Florida limited liability company (the “Purchaser”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • December 22nd, 2017 • Gordon Pointe Acqusition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2018, is made and entered into by and among Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), Gordon Pointe Management, LLC, a Florida limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
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”)
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.”
Gordon Pointe Acquisition Corp. Re: Initial Public Offering Gentlemen:Letter Agreement • November 6th, 2017 • Gordon Pointe Acqusition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), and B. Riley FBR, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exc
SERIES H COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANYHall of Fame Resort & Entertainment Co • February 29th, 2024 • Services-miscellaneous amusement & recreation • New York
THIS SERIES H COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of February 6, 2024 (the “Warrant Date”), certifies that, for value received, HFAKOH001 LLC, a Delaware limited liability company (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 Initial Exercise Date (as defined below), through and until 5:00 p.m. (New York City time) on the date which is three 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 890,313 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
Hall of Fame Resort & Entertainment Company Up to $50,000,000 of Shares of Common Stock Equity Distribution AgreementHall of Fame Resort & Entertainment Co • October 1st, 2021 • Services-miscellaneous amusement & recreation • New York
Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (“Maxim”) and Wedbush Securities Inc. (“Wedbush”), as sales agents, up to an aggregate of $50,000,000 of shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Shares”) on terms set forth herein. Maxim and Wedbush may be referred to herein individually as an “Agent” and shall be collectively referred to herein as the “Agents”. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
EMPLOYMENT agreementEmployment Agreement • September 2nd, 2020 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This Employment Agreement (this “Agreement”) is made and 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 (the “Executive”), on the other hand, and shall be effective on the Effective Date (defined below).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 30th, 2018 • Gordon Pointe Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of January 24, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), and Gordon Pointe Management, LLC, a Florida limited liability company (the “Purchaser”).
HALL OF FAME RESORT & ENTERTAINMENT COMPANY Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 31st, 2021 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of the 13th day of November, 2020, governs the Restricted Stock Unit Award granted by HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (the “Company”), to OLIVIA STEIER (the “Participant”). The Restricted Stock Unit Award governed by this Agreement is granted by the Company as a material inducement to the Participant to accept and commence employment with the Company and not pursuant to the Hall of Fame Resort & Entertainment Company 2020 Omnibus Incentive Plan (formerly the “GPAQ Acquisition Holdings, Inc. 2020 Omnibus Incentive Plan”) (the “Plan”) (although terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan). A copy of the Plan has been made available to the Participant.
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”).
GPAQ ACQUISITION HOLDINGS, INC. WARRANT AGREEMENTWarrant Agreement • May 28th, 2021 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • 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.
AMENDED AND RESTATED SERIES E COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANYSeries E Common Stock Purchase Warrant • March 22nd, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED SERIES E COMMON STOCK PURCHASE WARRANT (this “Warrant”) effective as November 7, 2022 (the “Effective Date”) to the Series E Common Stock Purchase Warrant dated as of March 1, 2022 (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) on March 1, 2029, 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 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined in Section 1). The purchase price of one share of C
JOINDER AND SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTEHall of Fame Resort & Entertainment Co • March 22nd, 2023 • Services-miscellaneous amusement & recreation • Ohio
FOR VALUE RECEIVED, Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), and HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fields”; HOFREC, HOFV Newco, and HOFV Youth Fields, are referred to herein, individually or collectively as the context may require, as “Borrower”), as makers, hereby unconditionally promise to pay to JKP Financial, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), or order, the principal sum of Four Million Two Hundred Seventy-Three Thousand Five Hundred Forty-Three and 46/100 Dollars ($4,273,543.46) as of the Effective Date (the “Maximum Principal Amount”), or so much thereof as may be advanced by Lender to Borrower pursuant to the terms of this Joinder and Second Amended and Restated Secured Cognovit Promissory Note (as amended, restated, supplemented, waived, or otherwise modifie
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).
AGREEMENT AND PLAN OF MERGER dated as of September 16, 2019 by and among GORDON POINTE ACQUISITION CORP, GPAQ Acquisition Holdings, Inc., GPAQ Acquiror Merger Sub, Inc., GPAQ Company Merger Sub, LLC, HOF VILLAGE, LLC and HOF VILLAGE NEWCO, LLCAgreement and Plan of Merger • September 17th, 2019 • Gordon Pointe Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of September 16, 2019, is entered into by and among (i) Gordon Pointe Acquisition Corp, a Delaware corporation (“Acquiror”), (ii) GPAQ Acquisition Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Holdings”), (iii) GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Acquiror Merger Sub”), (iv) GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Company Merger Sub”; Company Merger Sub and Acquiror Merger Sub are together referred to herein as the “Merger Subs”; the Merger Subs, Acquiror and Holdings are collectively referred to herein as the “Acquiror Parties”), (v) HOF Village, LLC, a Delaware limited liability company (the “Company”), and (vi) HOF Village Newco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Newco”). Each of Acquiror, Holdings,
FORM OF LOCK-UP AGREEMENT1Lock-Up Agreement • September 17th, 2019 • Gordon Pointe Acquisition Corp. • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger, dated as of September 16, 2019 (the “Merger Agreement”), by and among (i) Gordon Pointe Acquisition Corp, a Delaware corporation (“Acquiror”), (ii) GPAQ Acquisition Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Holdings”), (iii) GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings, (iv) GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings, (v) HOF Village, LLC, a Delaware limited liability company (the “Company”), and (vi) HOF Village Newco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Newco”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Merger Agreement.
SECOND AMENDED AND RESTATED SERIES C COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANYHall of Fame Resort & Entertainment Co • March 22nd, 2023 • Services-miscellaneous amusement & recreation • New York
THIS SECOND AMENDED AND RESTATED SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) effective as of November 7, 2022 (the “Effective Date”) to the Common Stock Purchase Warrant dated December 29, 2020, certifies that, for value received, CH Capital Lending, LLC 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 June 29, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 1, 2029 (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 10,036,925 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 Sectio
THIRD AMENDMENT TO LOAN DOCUMENTSLoan Documents • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This Third Amendment to Loan Documents (this “Amendment”) is dated as of October 13, 2023, 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”).
FORM OF RELEASE AGREEMENTForm of Release Agreement • September 17th, 2019 • Gordon Pointe Acquisition Corp. • Blank checks • Delaware
This Agreement is being delivered pursuant to the Agreement and Plan of Merger, dated as of September 16, 2019 (as it may be amended, supplemented or modified from time to time in accordance with its terms, and collectively with all the schedules, exhibits and attachments thereto, and all other agreements and documents contemplated thereby, the “Merger Agreement”), by and among (i) Acquiror, (ii) Holdings, (iii) GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Acquiror Merger Sub”), (iv) GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Company Merger Sub”), (v) the Company, and (vi) Newco.
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’).
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).
LOAN AGREEMENT by and between HOF Village Retail I, LLC, a Delaware limited liability company and HOF Village Retail II, LLC, a Delaware limited liability company, jointly and severally as Borrower, and The Huntington National Bank, a national banking...Loan Agreement • September 29th, 2022 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This Loan Agreement (“Agreement”) is made and entered into as of the 27th day of September, 2022 (the “Loan Closing Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company and HOF Village Retail II, LLC, a Delaware limited liability company (collectively the “Borrower”) and The Huntington National Bank, a national banking association (“Lender”).
Gordon Pointe Acquisition Corp. Pittsburgh, PA 15238Gordon Pointe Acqusition Corp. • June 6th, 2017 • Blank checks • Delaware
Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Gordon Pointe Management, LLC, a Florida limited liability company (the “Subscriber” or “you”), has made to purchase 3,593,750 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 468,750 of which are subject to complete or partial forfeiture by you if the underwriter of the Company’s initial public offering (“IPO”) does not fully exercise its over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject
TERM LOAN AGREEMENT among HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS as Borrowers and THE LENDERS PARTY HERETO, as Lenders and AQUARIAN CREDIT FUNDING LLC, as Administrative Agent dated as of...Term Loan Agreement • December 3rd, 2020 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
In consideration of the agreements set forth herein and in the other Loan Documents, and in reliance upon the representations and warranties set forth herein and therein, the parties hereto hereby agree as follows:
FORM OF DIRECTOR NOMINATING AGREEMENTForm of Director Nominating Agreement • September 17th, 2019 • Gordon Pointe Acquisition Corp. • Blank checks • Delaware
THIS DIRECTOR NOMINATING AGREEMENT (this “Agreement”) is made as of [________________], 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).
Gordon Pointe Management, LLCLetter Agreement • March 16th, 2020 • Gordon Pointe Acquisition Corp. • Blank checks • Delaware
This amended and restated letter agreement (this “Agreement”) is provided to you in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 16, 2019, as amended (the “Merger Agreement”), by and among Gordon Pointe Acquisition Corp (“Acquiror”), GPAQ Acquisition Holdings, Inc. (“Holdings”), GPAQ Acquiror Merger Sub, Inc., GPAQ Company Merger Sub, LLC, HOF Village, LLC (“HOFV”), and HOF Village Newco, LLC. This Agreement hereby amends and restates the terms of that certain letter agreement dated September 16, 2019, between Gordon Pointe Management, LLC (the “Sponsor”) and HOFV (the “Original Agreement”) and supersedes the Original Agreement in its entirety. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
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”).
