As filed with the Securities and Exchange Commission on August 31, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HALL OF FAME RESORT & ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 84-3235695 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
|
2626 Fulton Drive NW, Canton, Ohio | 44718 | |
(Address of Principal Executive Offices) | (Zip Code) |
Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan
Inducement Restricted Stock Unit Award Agreement –Steier
Inducement Restricted Stock Unit Award Agreement –Langerman
(Full title of the plan)
Michael Crawford
Chief Executive Officer
2626 Fulton Drive NW
Canton, OH 44718
(330) 458-9176
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
J. Steven Patterson, Esq.
Hunton Andrews Kurth LLP
2200 Pennsylvania Ave NW
Washington, DC 20037
(202) 955-1500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☒ Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Calculation of Registration Fee
Title of securities to be registered(1) |
Amount
registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering
Price(2) |
Amount Of Registration Fee | ||||||||||||
Common stock, par value $0.0001 per share | 4,000,000 | (3) | $ | 2.91 | $ | 11,640,000.00 | $ | 1,269.92 | ||||||||
Common stock, par value $0.0001 per share | 66,460 | (4) | $ | 2.91 | $ | 193,398.60 | $ | 21.10 | ||||||||
Common stock, par value $0.0001 per share | 131,694 | (5) | $ | 2.91 | $ | 383,229.54 | $ | 41.81 | ||||||||
Total: | 4,198,154 | N/A | $ | 12,216,628.14 | $ | 1,332.83 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) also covers such additional securities as may hereinafter be offered or issued to prevent dilution resulting from any share split, share dividends, recapitalization or certain other capital adjustments. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on an average of the high and low prices of the common stock, par value $0.0001 per share (the “Common Stock”), of Hall of Fame Resort & Entertainment Company (the “Company”) as reported on the Nasdaq Global Select Market on August 24, 2021. |
(3) | This Registration Statement covers the registration of 4,000,000 shares of Common Stock, which may be offered and sold upon the exercise or vesting of stock-based awards or the issuance of stock-based awards which may hereinafter be issued under the Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan. |
(4) | Consists of 66,460 shares of Common Stock issuable upon vesting of restricted stock units granted to Olivia Steier, the Executive Vice President, Content Development/Distribution, on November 13, 2020. |
(5) | Consists of 131,694 shares of Common Stock issuable upon vesting of restricted stock units granted to Scott Langerman, the Executive Vice President, Media Business Development, on November 13, 2020. |
EXPLANATORY NOTE
Hall of Fame Resort & Entertainment Company (the “Company”) has prepared this registration statement on Form S-8 to register 4,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for issuance under the Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan, as amended, formerly known as the GPAQ Acquisition Holdings, Inc. 2020 Omnibus Incentive Plan (the “Plan”). This Registration Statement additionally registers 66,460 shares of Common Stock issuable upon the vesting of a restricted stock unit award granted to Olivia Steier, Executive Vice President, Content Development/Distribution, on November 13, 2020, pursuant to the terms of a Restricted Stock Unit Award Agreement by and between the Company and Ms. Steier, dated as of November 13, 2020 (the “Steier Award Agreement”) as an inducement material to her entering into employment with the Company, and 131,694 shares of Common Stock issuable upon the vesting of a restricted stock unit award granted to Scott Langerman, the Executive Vice President, Media Business Development, on November 13, 2020, pursuant to the terms of a Restricted Stock Unit Award Agreement by and between the Company and Mr. Langerman, dated as of November 13, 2020 (the “Langerman Award Agreement”) as an inducement material to him entering into employment with the Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
The documents containing the information specified in this Part I will be delivered as required by Rule 428(b)(1). Such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.*
* | As permitted by Rule 428 under the Securities Act this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. These documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. |
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission pursuant to the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference and made a part hereof:
(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 10, 2021, as amended by Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020, filed with the Commission on May 12, 2021 (File No. 001-38363);
(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on May 14, 2021 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Commission on August 12, 2021 (File No. 001-38363);
(c) The Company’s Current Reports on Form 8-K, filed with the Commission on February 3, 2021, February 16, 2021, April 29, 2021, May 14, 2021, June 4, 2021 and August 12, 2021 (in each case, excluding those portions furnished pursuant to Item 2.02 and Item 7.01, if applicable) (File No. 001-38363); and
(d) the description of our Common Stock contained in our Current Report on Form 8-K (File No. 001-38363), filed with the Commission on July 8, 2020, as updated by the description of our Common Stock contained in Exhibit 4.7 to Amendment No. 1 to Form 10-K/A for the year ended December 31, 2020, filed with the Commission on May 12, 2021 (File No. 001-38363), including any amendments or reports filed for the purpose of updating such description.
All reports and other documents that we file in accordance with Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered by this Registration Statement have been sold or that deregisters all securities covered hereby then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. If any document that we file changes anything stated in this Registration Statement or in an earlier document that is incorporated into this Registration Statement, the later document will modify or supersede what is stated in this Registration Statement or the earlier document. Unless expressly incorporated by reference into this Registration Statement, nothing in this Item 3 shall be deemed to incorporate information furnished by us on Form 8-K (pursuant to the requirements of Regulation FD or otherwise) that, pursuant to and in accordance with the rules and regulations of the Commission, is not deemed “filed” for purposes of the Exchange Act.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Our Certificate of Incorporation provides for indemnification by us of our directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its Certificate of Incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. Our Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.
We maintain standard policies of insurance under which coverage is provided (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as our directors and officers, and (2) to us with respect to payments which may be made by us to such officers and directors pursuant to any indemnification provision contained in our Certificate of Incorporation and Bylaws or otherwise as a matter of law.
Item 7. Exemption From Registration Claimed
Not applicable.
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Item 8. Exhibits
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that: Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on August 31, 2021.
HALL OF FAME RESORT & ENTERTAINMENT COMPANY | |||
By: | /s/ Michael Crawford | ||
Name: | Michael Crawford | ||
Title: | Chief Executive Officer |
POWER OF ATTORNEY
Each of the undersigned, whose signature appears below, hereby constitutes and appoints Tara Charnes, Michael Crawford and Jason Krom, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Michael Crawford | Chief Executive Officer and Chairman | August 31, 2021 | ||
Michael Crawford | (Principal Executive Officer) | |||
/s/ Jason Krom | Chief Financial Officer | August 31, 2021 | ||
Jason Krom | (Principal Financial and Accounting Officer) | |||
/s/ Anthony J. Buzzelli | Director | August 31, 2021 | ||
Anthony J. Buzzelli | ||||
/s/ David Dennis | Director | August 31, 2021 | ||
David Dennis | ||||
/s/ James J. Dolan | Director | August 31, 2021 | ||
James J. Dolan | ||||
/s/ Karl L. Holz | Director | August 31, 2021 | ||
Karl L. Holz | ||||
/s/ Stuart Lichter | Director | August 31, 2021 | ||
Stuart Lichter | ||||
/s/ Curtis Martin | Director | August 31, 2021 | ||
Curtis Martin | ||||
/s/ Mary Owen | Director | August 31, 2021 | ||
Mary Owen | ||||
/s/ Edward J. Roth III | Director | August 31, 2021 | ||
Edward J. Roth III | ||||
/s/ Lisa Roy |
Director | August 31, 2021 | ||
Lisa Roy | ||||
/s/ Kimberly K. Schaefer | Director | August 31, 2021 | ||
Kimberly K. Schaefer |
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Exhibit 5.1
Hunton AndrEws Kurth LLP File No: 010280.0000001
|
August 31, 2021
Hall of Fame Resort & Entertainment Company
2626 Fulton Drive NW
Canton, Ohio 44718
Hall of Fame Resort & Entertainment Company
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of the Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) on the date hereof pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of up to 4,198,154 shares of the common stock, par value $0.0001 per share (“Common Stock”) of the Company (the “Shares”), which includes (i) 4,000,000 shares of Common Stock issuable pursuant to the Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan, as amended (the “Plan”), (ii) 66,460 shares of Common Stock issuable upon the vesting of a restricted stock unit award granted to Olivia Steier pursuant to the terms of a Restricted Stock Unit Award Agreement by and between the Company and Ms. Steier, dated as of November 13, 2020 (the “Steier Award Agreement”) and (iii) 131,694 shares of Common Stock issuable upon the vesting of a restricted stock unit award granted to Scott Langerman pursuant to the terms of a Restricted Stock Unit Award Agreement by and between the Company and Mr. Langerman, dated as of November 13, 2020 (the “Langerman Award Agreement” and, together with the Steier Award Agreement, the “RSU Award Agreements”). Capitalized terms used herein but not otherwise defined have the same meanings provided in the Registration Statement.
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K in connection with the Registration Statement.
In connection with this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents and records as we have deemed necessary to render the opinion set forth herein, including (i) the Registration Statement, (ii) the Company’s Certificate of Incorporation, as amended through the date hereof, (iii) the Company’s Amended and Restated By-Laws, as amended through the date hereof, (iv) certain resolutions of the Company’s Board of Directors; (v) a certificate issued by the Secretary of State of the State of Delaware on the date hereof to the effect that the Company is existing under the laws of the State of Delaware and in good standing (the “Good Standing Certificate”); and (vi) such other documents, certificates and records as we have deemed necessary to render the opinion set forth herein.
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON
LOS ANGELES MIAMI NEW YORK NORFOLK RICHMOND SAN FRANCISCO THE WOODLANDS TYSONS WASHINGTON, DC
www.HuntonAK.com
Hall of Fame Resort & Entertainment Company
August 31, 2021
Page 2
For purposes of the opinion expressed below, we have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to authentic original documents of all documents submitted to us as certified, electronic or photostatic copies and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof on such parties (other than the authorization, execution, delivery and enforceability of certain documents by the Company).
As to factual matters, we have relied upon, and assumed the accuracy of, representations included in the documents submitted to us, without independent verification of their accuracy.
Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that:
1. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized by the Company and, when issued and sold against payment therefor in accordance with the terms of the Plan (and any award agreement entered under the Plan), the RSU Award Agreements, as applicable, and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.
The opinion expressed above is limited to the General Corporation Law of the State of Delaware in effect on the date hereof. We do not express any opinion as to the laws of any other jurisdiction.
The opinion set forth in paragraph 1 above as to the valid existence and good standing of the Company is based solely upon our review of the Good Standing Certificate.
We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
This opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. This opinion letter is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any matters beyond the matters expressly set forth herein.
Very truly yours, | |
/s/ Hunton Andrews Kurth LLP |
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Registration Statement of Hall of Fame Resort & Entertainment Company on Form S-8 of our report dated March 10, 2021, except as it relates to Notes 2 and 15 as to which the date is May 11, 2021, with respect to our audits of the consolidated financial statements of Hall of Fame Resort & Entertainment Company as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020 appearing in the Annual Report on Form 10-K, as amended by Amendment No. 1 to Annual Report on Form 10-K/A, of Hall of Fame Resort & Entertainment Company for the year ended December 31, 2020.
/s/ Marcum llp
Marcum llp
New York, NY
August 31, 2021
Exhibit 99.2
Execution Copy
HALL OF FAME RESORT & ENTERTAINMENT COMPANY
Restricted Stock Unit Award Agreement
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.
1. Grant of Restricted Stock Award. Effective as of November 13, 2020 (the “Date of Grant”), the Company granted to the Participant, subject to the terms and conditions of the Plan and this Agreement, a Restricted Stock Unit Award with respect to 66,460 shares of Common Stock (the “Award”).
2. Vesting. Subject to Section 7 of this Agreement (with respect to Sections 13.4 and 15.2 of the Plan), the Participant’s interest in the Restricted Stock Units covered by the Award shall become vested and nonforfeitable to the extent provided in this Section 2. The Participant’s interest in the number of Restricted Stock Units covered by the Award that most nearly equals, but does not exceed, one-third of such Restricted Stock Units shall become vested and nonforfeitable (“Vested”) on the first anniversary of the Participant’s effective date of employment, which is September 1, 2020 (the “Effective Date”) if the Participant is employed by the Company or an Affiliate of the Company continuously from the Effective Date until the first anniversary of the Effective Date. The Participant’s interest in an additional number of Restricted Stock Units covered by the Award that most nearly equals, but does not exceed, one-third of such Restricted Stock Units shall become Vested on the second anniversary of the Effective Date if the Participant is employed by the Company or an Affiliate of the Company continuously from the Effective Date until the second anniversary of the Effective Date. The Participant’s interest in the remaining Restricted Stock Units covered by the Award shall become Vested on the third anniversary of the Effective Date if the Participant is employed by the Company or an Affiliate of the Company continuously from the Effective Date until the third anniversary of the Effective Date.
Except as provided in this Section 2, but subject to the provisions of Section 7 of this Agreement (with respect to Sections 13.4 and 15.2 of the Plan), any Restricted Stock Units covered by the Award that are not Vested on or before the date that the Participant’s employment with the Company and its Affiliates ends shall be forfeited on the date that such employment terminates for any reason.
3. Transferability. The Restricted Stock Units covered by the Award cannot be transferred. Shares of Common Stock issued in settlement of Vested Restricted Stock Units may be transferred, subject to the requirements of applicable securities laws.
4. Settlement. The Company shall issue one share of Common Stock to the Participant for each Restricted Stock Unit that becomes Vested. The shares of Common Stock issuable in settlement of Vested Restricted Stock Units shall be issued within thirty (30) days after the date that the Restricted Stock Units become Vested. A fractional share of Common Stock shall not be issued to the Participant but the Company shall make a cash payment to the Participant in lieu of such fractional share.
5. Shareholder Rights. The Participant shall not have any of the rights of a shareholder of the Company with respect to the Restricted Stock Units covered by the Stock Award. On and after the date that shares of Common Stock are issued in settlement of Vested Restricted Stock Units, the Participant shall have all of the rights of a shareholder of the Company with respect to the shares of Common Stock issued in settlement of the Award, including the right to vote the shares and to receive all dividends declared and paid on the shares.
6. Tax Withholdings. The Participant shall be responsible for satisfying any income or employment tax withholding requirements arising as a result of the grant, vesting and settlement of the Restricted Stock Units covered by the Award. The Participant shall make arrangements acceptable to the Committee for the satisfaction of such tax withholding requirements. Notwithstanding the preceding sentence, the Participant may elect to satisfy such tax withholding requirements by directing the Company to withhold shares of Common Stock issuable in settlement of Vested Restricted Stock Units (up to the maximum statutory rate or such other rate tax rate as will not have an adverse accounting impact on the Company).
7. Plan Provisions. The following provisions of the Plan shall apply to this Award and the Restricted Stock Units covered by the Award on the same basis as if this Award had been granted pursuant to the Plan: Section 4.4 (“Adjustments to Shares and Awards”); Section 13.4 (“Modification of Rights upon Termination”); Section 13.5 (“Additional Forfeiture Events”); Section 15.2 (“Effect of Change in Control”); Section 15.4 (“Limitation of Change in Control Payments”); Section 17 (“Securities Law and Other Restrictions”); Section 18 (“Deferred Compensation; Compliance with Section 409A”); Section 19.3 (“Awards Previously Granted”); Section 19.4 (“Amendments to Conform to Law”); Section 22 (“Data Privacy”); Section 23.7 (“Delivery and Execution of Electronic Documents”) and Section 23.8 (“No Representations or Warranties Regarding Tax Effect”).
8. No Right to Continued Employment. The grant of the Award does not give the Participant any rights with respect to continued employment by the Company or any Affiliate of the Company. The grant of the Award does not affect the right of the Company or an Affiliate of the Company to terminate the Participant’s employment.
9. Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to the conflicts of laws rules thereof.
10. Binding Effect. Subject to the limitations stated above, this Agreement shall be binding upon the Participant and his or her successors in interest and the Company and any successors of the Company.
[signature page follows]
IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the date first set forth above.
Company: | HALL OF FAME RESORTS & ENTERTAINMENT | |
COMPANY | ||
By: | /s/ Jason Krom | |
Name: | Jason Krom | |
Title: | Chief Financial Officer | |
Participant: | /s/ Olivia Steier | |
Name: | OLIVIA STEIER |
Restricted Stock Award Agreement
Exhibit 99.3
Execution Copy
HALL OF FAME RESORT & ENTERTAINMENT COMPANY
Restricted Stock Unit Award Agreement
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 SCOTT LANGERMAN (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.
1. Grant of Restricted Stock Award. Effective as of November 13, 2020 (the “Date of Grant”), the Company granted to the Participant, subject to the terms and conditions of the Plan and this Agreement, a Restricted Stock Unit Award with respect to 131,694 shares of Common Stock (the “Award”).
2. Vesting. Subject to Section 7 of this Agreement (with respect to Sections 13.4 and 15.2 of the Plan), the Participant’s interest in the Restricted Stock Units covered by the Award shall become vested and nonforfeitable to the extent provided in this Section 2. The Participant’s interest in the number of Restricted Stock Units covered by the Award that most nearly equals, but does not exceed, one-third of such Restricted Stock Units shall become vested and nonforfeitable (“Vested”) on the first anniversary of the Participant’s effective date of employment, which is November 16, 2020 (the “Effective Date”) if the Participant is employed by the Company or an Affiliate of the Company continuously from the Effective Date until the first anniversary of the Effective Date. The Participant’s interest in an additional number of Restricted Stock Units covered by the Award that most nearly equals, but does not exceed, one-third of such Restricted Stock Units shall become Vested on the second anniversary of the Effective Date if the Participant is employed by the Company or an Affiliate of the Company continuously from the Effective Date until the second anniversary of the Effective Date. The Participant’s interest in the remaining Restricted Stock Units covered by the Award shall become Vested on the third anniversary of the Effective Date if the Participant is employed by the Company or an Affiliate of the Company continuously from the Effective Date until the third anniversary of the Effective Date.
Except as provided in this Section 2, but subject to the provisions of Section 7 of this Agreement (with respect to Sections 13.4 and 15.2 of the Plan), any Restricted Stock Units covered by the Award that are not Vested on or before the date that the Participant’s employment with the Company and its Affiliates ends shall be forfeited on the date that such employment terminates for any reason.
3. Transferability. The Restricted Stock Units covered by the Award cannot be transferred. Shares of Common Stock issued in settlement of Vested Restricted Stock Units may be transferred, subject to the requirements of applicable securities laws.
4. Settlement. The Company shall issue one share of Common Stock to the Participant for each Restricted Stock Unit that becomes Vested. The shares of Common Stock issuable in settlement of Vested Restricted Stock Units shall be issued within thirty (30) days after the date that the Restricted Stock Units become Vested. A fractional share of Common Stock shall not be issued to the Participant but the Company shall make a cash payment to the Participant in lieu of such fractional share.
5. Shareholder Rights. The Participant shall not have any of the rights of a shareholder of the Company with respect to the Restricted Stock Units covered by the Stock Award. On and after the date that shares of Common Stock are issued in settlement of Vested Restricted Stock Units, the Participant shall have all of the rights of a shareholder of the Company with respect to the shares of Common Stock issued in settlement of the Award, including the right to vote the shares and to receive all dividends declared and paid on the shares.
6. Tax Withholdings. The Participant shall be responsible for satisfying any income or employment tax withholding requirements arising as a result of the grant, vesting and settlement of the Restricted Stock Units covered by the Award. The Participant shall make arrangements acceptable to the Committee for the satisfaction of such tax withholding requirements. Notwithstanding the preceding sentence, the Participant may elect to satisfy such tax withholding requirements by directing the Company to withhold shares of Common Stock issuable in settlement of Vested Restricted Stock Units (up to the maximum statutory rate or such other rate tax rate as will not have an adverse accounting impact on the Company).
7. Plan Provisions. The following provisions of the Plan shall apply to this Award and the Restricted Stock Units covered by the Award on the same basis as if this Award had been granted pursuant to the Plan: Section 4.4 (“Adjustments to Shares and Awards”); Section 13.4 (“Modification of Rights upon Termination”); Section 13.5 (“Additional Forfeiture Events”); Section 15.2 (“Effect of Change in Control”); Section 15.4 (“Limitation of Change in Control Payments”); Section 17 (“Securities Law and Other Restrictions”); Section 18 (“Deferred Compensation; Compliance with Section 409A”); Section 19.3 (“Awards Previously Granted”); Section 19.4 (“Amendments to Conform to Law”); Section 22 (“Data Privacy”); Section 23.7 (“Delivery and Execution of Electronic Documents”) and Section 23.8 (“No Representations or Warranties Regarding Tax Effect”).
8. No Right to Continued Employment. The grant of the Award does not give the Participant any rights with respect to continued employment by the Company or any Affiliate of the Company. The grant of the Award does not affect the right of the Company or an Affiliate of the Company to terminate the Participant’s employment.
9. Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to the conflicts of laws rules thereof.
10. Binding Effect. Subject to the limitations stated above, this Agreement shall be binding upon the Participant and his or her successors in interest and the Company and any successors of the Company.
[signature page follows]
IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the date first set forth above.
Company: | HALL OF FAME RESORTS & ENTERTAINMENT COMPANY | |
By: | /s/ Jason Krom | |
Name: | Jason Krom | |
Title: | Chief Financial Officer | |
Participant: | /s/ Scott Langerman | |
Name: SCOTT LANGERMAN |
Restricted Stock Award Agreement