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)
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Delaware
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84-3235695
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer
Identification
No.)
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2626
Fulton Drive NW, Canton, Ohio
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44718
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☒
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Smaller
reporting company ☒
Emerging
growth company ☒
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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
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Title of securities to be registered(1)
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Amount
to be
registered(1)
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Proposed Maximum Offering Price Per Share(2)
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Proposed Maximum Aggregate Offering
Price(2)
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Amount Of Registration Fee
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Common stock, par value $0.0001 per share
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4,000,000
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(3)
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$
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2.91
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$
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11,640,000.00
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$
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1,269.92
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Common stock, par value $0.0001 per share
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66,460
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(4)
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$
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2.91
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$
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193,398.60
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$
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21.10
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Common stock, par value $0.0001 per share
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131,694
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(5)
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$
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2.91
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$
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383,229.54
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$
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41.81
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Total:
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4,198,154
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N/A
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$
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12,216,628.14
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$
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1,332.83
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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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.*
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*
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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.
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.
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.
(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.
SIGNATURES
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.
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HALL OF FAME RESORT & ENTERTAINMENT
COMPANY
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By:
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/s/ Michael Crawford
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Name:
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Michael Crawford
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Title:
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Chief Executive Officer
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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.
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Signature
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Title
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Date
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/s/
Michael Crawford
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Chief
Executive Officer and Chairman
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August
31, 2021
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Michael
Crawford
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(Principal
Executive Officer)
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/s/
Jason Krom
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Chief
Financial Officer
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August
31, 2021
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Jason
Krom
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(Principal
Financial and Accounting Officer)
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/s/
Anthony J. Buzzelli
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Director
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August
31, 2021
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Anthony
J. Buzzelli
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/s/
David Dennis
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Director
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August
31, 2021
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David
Dennis
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/s/
James J. Dolan
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Director
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August
31, 2021
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James
J. Dolan
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/s/
Karl L. Holz
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Director
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August
31, 2021
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Karl
L. Holz
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/s/
Stuart Lichter
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Director
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August
31, 2021
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Stuart
Lichter
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/s/
Curtis Martin
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Director
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August
31, 2021
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Curtis
Martin
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/s/
Mary Owen
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Director
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August
31, 2021
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Mary
Owen
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/s/
Edward J. Roth III
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Director
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August
31, 2021
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Edward
J. Roth III
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/s/
Lisa Roy
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Director
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August
31, 2021
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Lisa
Roy
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/s/
Kimberly K. Schaefer
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Director
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August
31, 2021
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Kimberly
K. Schaefer
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II-5
Exhibit 5.1
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Hunton
AndrEws Kurth LLP
File
No: 010280.0000001
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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.
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Very truly yours,
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/s/ Hunton Andrews Kurth LLP
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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.
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Company:
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HALL OF FAME RESORTS & ENTERTAINMENT
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COMPANY
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By:
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/s/ Jason Krom
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Name:
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Jason Krom
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Title:
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Chief Financial Officer
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Participant:
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/s/ Olivia Steier
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Name:
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OLIVIA STEIER
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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.
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Company:
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HALL OF FAME RESORTS & ENTERTAINMENT COMPANY
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By:
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/s/ Jason Krom
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Name:
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Jason Krom
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Title:
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Chief Financial Officer
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Participant:
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/s/ Scott Langerman
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Name: SCOTT LANGERMAN
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Restricted Stock Award Agreement