Hall of Fame Resort & Entertainment Co (Form: 8-K, Received: 06/21/2024 17:32:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 17, 2024

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware		001-38363		84-3235695
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2014 Champions Gateway

Canton, OH 44708

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (330) 458-9176

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	HOFV	Nasdaq Capital Market
Warrants to purchase 0.064578 shares of Common Stock	HOFVW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Constellation EME Express Equipment Services Program

On June 17, 2024, HOF Village Waterpark, LLC (“HOFV Waterpark”), a limited liability company and indirect wholly-owned subsidiary of the Hall of Fame Resort & Entertainment Company (the “Company”), a Delaware corporation, entered into a Customer Contract for EME Express Services Equipment Program (“Customer Contract”) with Constellation NewEnergy, Inc. (“Constellation”).

Pursuant to the Customer Contract, HOFV Waterpark secured $9,900,000.00 in financing from Constellation through its Efficiency Made Easy (“EME”) program to implement energy efficient measures to finance construction of the waterpark as part of Phase II development. In conjunction with the Customer Contract, Welty Building Construction, Ltd. (“Welty”) agreed to sell and deliver certain materials and equipment purchased by HOF Village Waterpark. In addition, Welty will act as HOFV Waterpark’s agent pursuant to an Agency Agreement (“Agency Agreement”) and will hold the funds in escrow and facilitate compliance with the EME requirements in exchange for a success fee of one percent (1%) of the total of EME program funds. Constellation will invoice HOFV Waterpark in 60 monthly installments which will begin June of 2024 for $216,467.00 with a total cost to HOFV Waterpark of $12,988,020.00.

Pursuant to the Customer Contract, as security for repayment, HOFV Waterpark was required to secure a surety bond (“Guarantee Bond”). The Hanover Insurance Company, a corporation organized and existing under the laws of the State of New Hampshire, provided a Guarantee Bond for the benefit of Constellation as adequate assurance of future performance in the amount of $9,900,000.00 with the penal sum stepping down annually provided no default has occurred.

The foregoing description of the Customer Contract and Agency Agreement does not purport to be complete and is qualified in its entirety by the full text of the Customer Contract which is attached hereto as Exhibit 10.1 and the Agency Agreement which is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of General Counsel and Corporate Secretary

On June 17, 2024, Tara Charnes notified the Company of her resignation from the office of General Counsel and Corporate Secretary of the Company for personal reasons, effective as of August 31, 2024 (“Resignation Effective Date”). Ms. Charnes did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On June 21, 2024, Ms. Charnes and the Company entered into a consulting services agreement (the “Consulting Services Agreement”), pursuant to which Ms. Charnes agreed to provide consulting services to the Company following her Resignation Effective Date through December 31, 2024, subject to further extension by mutual agreement. During the consulting term, Ms. Charnes will provide up to 25 hours of service per month to the Company upon request. In consideration for such services, Ms. Charnes will receive the remainder of her 2023 annual bonus, a monthly retainer in the amount of $10,000, continuation of health benefits, and her right to any restricted stock units shall continue in accordance with the existing vesting schedule.

The foregoing description of the Consulting Services Agreement does not purpose to be complete and is subject to, and qualified in its entirety by, the full text of the Consulting Services Agreement, which is attached hereto as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 20, 2024, the Company made an investor presentation available, which is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
10.1		Customer Contract for the EME Express Services Equipment Program, dated June 17, 2024, between HOF Village Waterpark, LLC, as customer, and Constellation NewEnergy, Inc., as service provider
10.2		Efficiency Made Easy Program Agency Agreement, dated June 17, 2024, between HOF Village Waterpark, LLC, as principal, and Welty Building Construction Ltd., as agent
10.3		Consulting Services Agreement, dated June 21, 2024, between HOF Village Newco, LLC and Tara Charnes, as consultant
99.1		Investor Presentation, dated June 20, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY

	By:	/s/ Michael Crawford
		Name:	Michael Crawford
		Title:	President and Chief Executive Officer

Dated: June 21, 2024

Exhibit 10.1

CUSTOMER CONTRACT FOR THE EME EXPRESS SERVICES EQUIPMENT PROGRAM

This Customer Contract for the EME Express Equipment Services Program (“Contract”) is made by and between Constellation NewEnergy, Inc., a Delaware corporation with an office at 1310 Point Street, Baltimore, Maryland 21231 (“CNE”) and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company with its primary business office located at 2626 FULTON DR NW, CANTON, OH 44718 (“Customer”) (each a “Party” and collectively the “Parties”) as of the later of the dates that each of the Parties signed this Contract (“Effective Date”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereby agree as follows:

1. Scope of Work and Price: Customer and its equipment contractor (“Customer’s Equipment Contractor”) have entered into an agreement (“Equipment Agreement” attached hereto as Exhibit 1) under which the Customer’s Equipment Contractor will sell and/or deliver and Customer will purchase and receive (at Customer’s facility supplied by the Account(s) set forth in Attachment A) certain materials and equipment (the “Equipment”) for a cost (“Equipment Costs”) agreed to pursuant to the Equipment Agreement. Customer and Customer’s Equipment Contractor have requested that CNE approve the Scope of Work (“SoW”) incorporated and attached hereto as Attachment A for inclusion in CNE’s EME Express (“EMEX”) Program (the “Program”), and that pursuant to that Program, CNE will release payment (on the Customer’s behalf) to Customer’s Equipment Contractor covering the Equipment Costs and to invoice Customer pursuant to Section 5 of this Contract for the total EMEX costs and expenses (“EMEX Costs”). CNE has agreed to release payment to Customer’s Equipment Contractor covering the Equipment Costs within sixty (60) days upon receipt of Customer’s written confirmation that the Equipment set forth in Exhibit 1 to the SoW is accurate and complete (“Acceptance Notice”).

The attached SoW sets forth the specific timeline and respective duties of Customer and Customer’s Equipment Contractor regarding the delivery of Equipment at Customer’s facilities. CNE’s obligations to release payments to Customer’s Equipment Contractor equal to the Equipment Costs are conditioned upon receiving from Customer a copy of the appropriate Acceptance Notice forms, executed by Customer, which shall serve as Customer’s written notice confirming its approval for payment to be made and its acceptance of the Equipment delivered by Customer’s Equipment Contractor under the terms of the Equipment Agreement. Customer understands that the submittal of the Acceptance Notice to CNE shall be deemed an unconditional, non-revocable confirmation triggering CNE to: (i) release payment, on the Customer’s behalf, to Customer’s Equipment Contractor for an amount equal to the Equipment Costs and (ii) after receipt of the Acceptance Notice for final acceptance of the Equipment, invoice Customer for EMEX Costs as a line item on Customer’s electricity invoice until the EMEX Costs have been paid in full (as more fully described in the SoW). EMEX Costs include the Equipment Costs plus applicable Taxes and applicable charges from CNE to Customer related to CNE’s offering under the EMEX Program. Upon receipt of the appropriate Acceptance Notice and after all Equipment Costs have been released on Customer’s behalf to Customer’s Equipment Contractor, Customer shall be invoiced for the EMEX Costs, as identified on Attachment A – Scope of Work, in equal monthly installments. Customer will be invoiced for such charges starting with Customer’s June 2024 invoice.

2. Customer Acknowledges and Confirms: Customer understands, acknowledges and confirms that: (i) the Equipment delivery will be conducted solely by Customer’s Equipment Contractor and CNE shall have absolutely no obligations or responsibilities with regard to the Equipment Agreement and/or the Equipment or delivery thereof of such materials; (ii) the Equipment Costs and Equipment related information including any services to be performed by Customer’s Equipment Contractor set forth in Attachment A are correct and accurately reflect what was agreed to in the Equipment Agreement covering (including, but not limited to) any agreed-to and applicable cost for procurement, Equipment, materials, applicable taxes and other services; (iii) it shall look solely to Customer’s Equipment Contractor to resolve any disputes it may have regarding the Equipment Agreement, Equipment Costs and/or the Customer’s Equipment Contractor’s services (including, but not limited to, any disputes related to a failure to deliver the Equipment, or issues related to taxes associated with the Contractor’s Equipment Costs); (iv) it shall not offset, reduce or withhold any payment or other obligation it has to CNE with regard to electricity supply under the Electricity Supply Agreement (as defined in Section 5(a)) and to CNE for payment for the EMEX Costs under this Contract for any reason related to the Equipment Agreement, Equipment and/or the Equipment Costs; and (v) this Contract does not represent any type of lending arrangement and that CNE expressly disclaims any security or other retained interest in the Equipment.

3. Term: This Contract begins upon the Effective Date and ends upon the earlier to occur of (a) the date on which the last payment for EMEX Costs is provided, pursuant to Section 5 of this Contract, or (b) the date on which this Contract is terminated under Section 6.

4. Warranties and Disclaimers:

(a) NO WARRANTIES: CNE MAKES NO WARRANTIES OR GUARANTEES, EXPRESSED OR IMPLIED, CONCERNING THE EQUIPMENT, AND CNE DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, CUSTOM OR USAGE.

(b) Indemnity; Damage Limitation. Customer shall hold harmless and indemnify CNE and its respective agents, employees, officers, directors, and stockholders, from and against any and all penalties, costs, losses, expenses (including attorneys’ fees and court costs), damages, demands, judgments, causes of action or suits or any other liability, or claims therefore, including property damage and personal injury, to the extent relating to or arising from or in connection with the Equipment Agreement, Equipment and/or any payments CNE releases on Customer’s behalf to Customer’s Equipment Contractor under this Contract and/or resulting from any negligence or act or omission by Customer, Customer’s Equipment Contractors, and those for whom Customer is legally responsible. In no event shall CNE’s liability for damages, whether such liability arises in contract, tort, negligence, breach of warranty or strict liability, operation of law or otherwise, exceed the amount paid to CNE by the Customer within the most recent six (6) months under this Contract.

5. Payment:

(a) Invoices: Unless otherwise specified in Section 1 or an attachment hereto, the Customer shall pay the price for the EMEX Costs under this Contract in monthly installments. Customer understands that no penalties or additional fees apply for early payment of amounts owed under this Contract. The installment payment charges may be included in Customer’s monthly electricity supply invoices from CNE, unless otherwise agreed to by the Parties. Customer shall pay such invoices in accordance with the payment terms of Customer’s electricity supply agreement (“Electricity Supply Agreement”) with CNE, or within 20 business days of the invoice date, if there is no electricity supply agreement.

(b) Security: On or before the Effective Date of this Contract, Customer shall issue a surety bond (“Guarantee Bond”) to CNE as adequate assurance of future performance in an amount equal to $9,900,000.00 (“Penal Sum”) and in a form reasonably acceptable to CNE from a provider with a Financial Strength Rating (FSR) of A- or better and a Financial Size Category (FSC) of VII or better rating from AM Best. The Penal Sum of the Guarantee Bond will be reduced in accordance with the step-down schedule set forth in the SoW (as “Schedule A”); provided that any such step down is contingent upon there not being an uncured default of the terms set forth in this Agreement and the Guarantee Bond. Customer agrees and understands that in the event the Guarantee Bond provider’s rating drops below an FSR of A- or FSC of VII or the Guarantee Bond is terminated for any reason, Customer shall provide written notice to CNE and replace such Guarantee Bond with another surety bond from an FSR of A- or better and FSC of VII or better rated provider or another form of security acceptable to CNE within five (5) business days. Customer’s failure to provide written notice and issue, re-issue and/or replace the Guarantee Bond with another form of security shall constitute a breach of this Contract in accordance with Section 6(c) below. CNE shall have the right to set-off and net against any amounts owed to it under this Contract, including without limitation any early termination payment, any amounts owed by CNE to Customer under any other agreement between the Parties.

(c) Collection Costs: Customer agrees to pay all collection costs and expenses (including but not limited to reasonable attorneys’ fees) related to Customer’s failure to pay the EMEX Costs installment payments in full and on time.

(d) Taxes: Customer shall pay all taxes applicable to this Contract, including, but not limited to, all sales, use, gross receipts, or similar taxes imposed upon the transfer of materials to Customer. Customer agrees to indemnify CNE for any sales, use, gross receipts, excise or similar taxes, fees, charges, penalties or interest CNE may incur in connection with providing the billing and payment services for the Equipment Costs arising from the Equipment Agreement.

6. Breach; Early Termination; Remedies: This Contract may be terminated (a) by CNE upon five (5) business days prior written notice for Customer’s material breach, including but not limited to nonpayment (unless such nonpayment is cured within such period), (b) by either party upon thirty (30) days prior written notice for any breach, unless such breach is cured prior to the expiration of such period, or a cure has commenced and is being pursued with due diligence or (c) immediately upon Customer’s failure to comply with Section 5(b) above. Furthermore, both Parties agree that any default or breach under the Electricity Supply Agreement shall not constitute a breach under this Contract other than to the extent it also constitutes a breach of a party’s obligations under this Contract, including Customer’s payment obligations under this Contract. Upon a material breach by Customer, Customer shall pay CNE, in addition to any early termination payment due under an Electricity Supply Agreement, the remaining EMEX Costs, as determined in good faith by CNE. Sections 4, 5, and 8-11 herein shall survive any termination of this Contract. FAILURE BY CUSTOMER’S EQUIPMENT CONTRACTOR TO PROPERLY DELIVER AND INSTALL (IF APPLICABLE) THE EQUIPMENT OR A BREACH BY CUSTOMER’S EQUIPMENT CONTRACTOR OF ANY TERM IN THE EQUIPMENT AGREEMENT SHALL NOT CONSTITUTE AN EVENT OF DEFAULT FOR CNE OR THE CUSTOMER UNDER THIS CONTRACT AND CUSTOMER’S SOLE REMEDY SHALL BE TO RESOLVE ANY ISSUES IT HAS WITH CUSTOMER’S EQUIPMENT CONTRACTOR DIRECTLY. CNE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY OF OBLIGATIONS UNDER THE EQUIPMENT AGREEMENT, INCLUDING, BUT NOT LIMITED TO ANY HARDWARE OR SERVICES OBLIGATIONS, WARRANTIES (WHETHER EXPRESS OR IMPLIED), OR INDEMNITIES, AND NO SUCH BREACH SHALL EXCUSE CUSTOMER’S PERFORMANCE HEREUNDER.

7. Assignment: Customer may not assign this Contract, or any of their respective rights or obligations under this Contract, without the express written consent of CNE. CNE may assign, sell, pledge, transfer, or encumber any of its rights and obligations under the Contract or the accounts, revenues, or proceeds hereof to any: (A) bank, insurer, or other financial institution; (B) person or entity (i) succeeding to all or substantially all of CNE’s rights and obligations under the Contract or (ii) into which CNE is merged or otherwise combined or reorganized; provided (with respect to this clause (B)) that the succeeding entity agrees to be bound to the Contract; or (C) affiliate.

Page 2

8. Governing Law: This Contract will be governed by Ohio law without respect to its conflicts of law principles. The parties irrevocably submit to venue and exclusive jurisdiction of the courts located in Ohio. THE PARTIES IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS CONTRACT.

9. EME Express Referral Acknowledgement and Acceptance: Customer acknowledges and accepts certain relationships between CNE, Customer and Customer’s Equipment Contractor in Equipment project described in the SoW (“Project”) which Customer may pay for through CNE’s EMEX Program. CNE is acting as a referrer in coordinating a relationship between Customer and Customer’s Equipment Contractor for development and implementation of the Project. Customer acknowledges and accepts that Customer’s Equipment Contractor is solely the Customer’s contractor and is not CNE’s agent, contractor or subcontractor for purposes of the Project.

CNE shall have no obligation to remove or perform any work whatsoever on the Project installed. CNE shall have no liability for Customer’s Equipment Contractor’s failure to perform, for failure of the Project to function, for any damages to Customer’s premises caused by Customer’s Equipment Contractor or for any and all damages to property or injuries to persons caused by the Project. Customer further acknowledges and accepts that CNE does not endorse, guaranty or warrant any particular manufacturer or product, and CNE provides no warranties, expressed or implied, for any Equipment or other materials delivered to Customer pursuant to the Project. Customer’s reliance on warranties is limited to any warranties that may arise from or be provided by Customer’s Equipment Contractor or manufacturers of products delivered or supplied pursuant to the Project. Customer acknowledges that neither CNE nor any of its consultants are responsible for assuring the design, engineering and construction of the Project, or that installation of the equipment for the Project is proper or complies with any particular laws (including patent laws), codes or industry standards. Further, CNE is not acting as Customer’s consultant or advisor, and Customer has not relied on CNE evaluating the advantages or disadvantages of using Customer’s Equipment Contractor. Customer’s decision to enter into the Project with Customer’s Equipment Contractor and any other decisions or actions related to the Project are and will be based solely upon Customer’s own analysis (or that of its advisors) and not on information or statements from CNE. CNE DOES NOT MAKE ANY REPRESENTATIONS OF ANY KIND REGARDING THE RESULTS TO BE ACHIEVED BY THE PROJECT OR THE ADEQUACY OR SAFETY OF SUCH MEASURES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Entire Contract; Amendments; Change Orders; Independent Contractors: This Contract, including its attachments, constitutes the entire agreement between CNE and Customer regarding the delivered Equipment and related matters, and it supersedes any prior oral or written contracts, agreements, or other documents related thereto. Any legal terms and conditions contained in any proposals, purchase orders or other documents supplied by Customer are expressly rejected in their entirety by CNE unless agreed upon in writing by CNE. This Contract may be amended only by written documents signed by CNE and Customer. Any provision declared or rendered unlawful by an applicable court of law or deemed unlawful because of a statutory change will not otherwise affect the remaining obligations that arise under this Contract. CNE is an independent contractor with respect to Customer, and not an employee of Customer. Except for Section 4(b) above, no third party will have any rights under the Contract whatsoever. Neither Party has the authority to enter into agreements of any kind on behalf of the other Party. Failure to provide notice of, or object to, any default under this Contract will not operate or be construed as a waiver of any future default, whether like or different in character.

11. Conflicts Between This Contract And The Equipment Agreement: If there are conflicts between any terms set forth in this Contract and any terms separately agreed upon between Customer and Customer’s Equipment Contractor in the Equipment Agreement or otherwise, the terms of this Contract shall control as between Customer and CNE, and the terms separately agreed upon in the Equipment Agreement shall control as between Customer and Customer’s Equipment Contractor. Customer further agrees that upon any breach by Customer’s Equipment Contractor of any term in the Equipment Agreement, Customer shall look solely to Customer’s Equipment Contractor regarding any rights and remedies and no such breach shall excuse Customer’s performance under this Contract.

12. Headings; Severability: Headings are provided for convenience, and the parties intend headings to have no substantive impact. If any provision of this Contract is held to be invalid, void or voidable, or unenforceable, the remaining provisions in this Contract shall not be affected and remain in full force and effect.

13. Confidentiality: Each Party agrees to hold in confidence all information disclosed to it by the other Party, provided however, CNE may share such information with: (i) its affiliates, and its (and its affiliates’) contractors and agents who will be obligated to maintain such information confidential; or (ii) other third parties, if such information is presented in the aggregate and cannot reasonably identify Customer.

14. Notices: To be effective, all notices must be in writing delivered by hand, by certified mail return receipt requested, or by first class mail, or express carrier to the addresses provided below. Notice by hand delivery shall be effective on the delivery date. All other notices shall be effective on the delivery date or the date delivery is attempted.

[Signatures on following page]

Page 3

CNE and Customer, intending to be legally bound, have caused their duly authorized representatives to sign this Contract.

AGREED AND ACCEPTED:

Constellation NewEnergy, Inc.		Customer: HOF VILLAGE WATERPARK, LLC

By:	/s/ Amanda Stewart	By:	/s/ Michael Crawford
Name:	Amanda Stewart	Name:	Michael Crawford
Title:	Vice President – Retail Ops	Title:	President and Chief Executive Officer
Date:	June 17, 2024	Date:	June 17, 2024

Address:

1001 Louisiana Street	Address: 2626 FULTON DR NW
Constellation Suite 2300	CANTON, OH 44718-3504
Houston, TX 77002 USA
Phone: (410) 470-3030	Phone: (330) 458-9176
Facsimile: (866) 470-1303

With a copy to:

1310 Point Street

Baltimore, Maryland 21231

Attention: General Counsel

Page 4

ATTACHMENT A

SCOPE OF WORK (“SoW”)

(EME Express)

Total EMEX Costs for EMEX Program: $ 12,988,020.00

Monthly Installment of EMEX Costs: CNE shall invoice Customer for EMEX Costs (inclusive of Equipment Costs plus applicable Taxes set forth in the executed Equipment Agreement with Customer’s Equipment Contractor (attached hereto as “Exhibit 1”) and applicable charges from CNE to Customer related to the EMEX Program.) in 60 monthly installments (in an amount set forth in the table below). Customer understands that are no penalties or additional fees for early payment of amounts owed under this Contract. For Customer’s convenience, CNE will start invoicing Customer for such charges as a separate line item on Customer’s June 2024 invoice. Customer shall pay such invoices in accordance with the payment terms of set forth in the Electricity Supply Agreement between Customer and CNE.

UDC Account Number

Service Address

Monthly Installment-

EMEX Costs ($/Month)

EME0000454

2626 FULTON DR NW,

CANTON, OH 44718-3504

$216,467.00

Equipment List: The Equipment shall include, at a minimum, the equipment included in the attached Equipment Agreement (Exhibit 1 to this SoW).

Page 5

Schedule A

(Guarantee Bond Penal Sum Step-Down Schedule)

Effective Date:	Penal Sum:
June 2024	$9,900,000
June 2025	$7,920,000
June 2026	$5,940,000
June 2027	$3,960,000
June 2028	$1,980,000

Page 6

EXHIBIT 1

EQUIPMENT AGREEMENT

Page 7

Scope of Work Description:

Overview: Welty, on behalf of HOF Village, LLC is in process of constructing an indoor waterpark which incorporate advanced technology systems yielding energy efficiencies and which incorporate energy optimization equipment and features designed to meet the goals of the project. The enhancements incorporate enabling connectivity infrastructure, enabling structural infrastructure, power and signal distribution, mounting systems, high-efficiency LED indoor display systems, controls, monitoring tools, HVAC, and pump systems being provided through contracts with Welty Building.

This will include:

WP HVAC Controls	Quantity	Description	Company
WP HVAC Controls	1	VISO2019STD MS Visio	Microsoft
WP HVAC Controls	1	COMPCJOB16GB w/ 10 PROF 16GB OPTIPLEX	Dell Computers
WP HVAC Controls	1	COM24MONDELL 24” LED SE2416HX	Dell Computers
WP HVAC Controls	1	JACE 8000 ALER-8000 Niagara Analytics	Tridium
WP HVAC Controls	1	UPS-600 APC UPS 600VA Power	APC
WP HVAC Controls	2	BASTRT-B Stand Alone Routing BACNET/IP, BACNET Ethernet, BACNET MS/TP	BASautomation / Contemporary Controls
WP HVAC Controls	7	SUPDINRAILAL Aluminum Din Rail or similar	Multiple
WP HVAC Controls	1	NC-8101 100 Device Core / 5000 Points	Tridium
WP HVAC Controls	1	NPB-8000-2X-485 Dual Port RS-	Tridium
WP HVAC Controls	2	PA-STX-US LNX-500A Power Adapter	Antaira
WP HVAC Controls	5	PSH40AB10 PS-1 40VA	Functional Devices, Inc
WP HVAC Controls	2	LNX-500A SW-1 5 Port Switch	Antaira
WP HVAC Controls	5	VLC-444 Alerton Programmable Controller	Alerton
WP HVAC Controls	4	TR100VA002-20 CFRM 24VAS Transformer	Functional Devices, Inc
WP HVAC Controls	15	VAVIH-SD Controller 5UI, 5BO, Integrated Actuator	Alerton

WP HVAC Controls	20	MS4-TH LCD T-stat	Alerton
WP HVAC Controls	20	MS4-FOAM MS-4 Back FAOM	Alerton
WP HVAC Controls	15	TS-2004-FB-10-AA SA Temp Sensor 4” Probe, 6’ Plenum	Alerton
WP HVAC Controls	1	PWR-L-X-05-S20 VERIS Wet Differential Pressure Transducer	Veris
WP HVAC Controls	5	SCE-16N12MP BAS TCP Subpanel	SCE (Saginaw Control & Engineering)
WP HVAC Controls	5	SCE-16N1208LP BAS TCP	SCE (Saginaw Control & Engineering)
WP HVAC Controls	1	SCE-24N20MP Back Plate	SCE (Saginaw Control & Engineering)
WP HVAC Controls	1	SCE-24N2008LP NEMA1 Enclosure	SCE (Saginaw Control & Engineering)
WP HVAC Controls	16	T1E1022W 1” Panduit	IBOCO
WP HVAC Controls	1	A/RH2-CP-0-SUN Outside Air Sensor 10K OHM Type II	ACI
WP HVAC Controls	8	TS-1101-WA-10-AA Zone Temp Sensor	Allerton
WP HVAC Controls	6	RIBU1C CUH S/S Pilot Relay, 10AMP SPDT, 10-	Functional Devices, Inc
WP Lighting Controls	2	QP5-2L-POE Athena 2-Link Processor Panel with integral POE switch	Lutron
WP Lighting Controls	21	QSN-4T16-S Energi Savr Node 0- 10 V	Lutron
WP Lighting Controls	7	QSN2-4T20-S Energi Savr Node 0-10 V	Lutron
WP Lighting Controls	6	QSMM2-4W-C QS Sensor Module	Lutron
WP Lighting Controls	12	MS-A102-WH 120-277 V, 6 A Maestro switch with dual-	Lutron

WP Lighting Controls	2	MS-Z101-WH 120- 277 V, 8 A Maestro 0-10 V Dimmer with XCT, PIR occupancy and vacancy sensor	Lutron
WP Lighting Controls	53	QSWS2-@BI-WH-G Touch SQ	Lutron
WP Lighting Controls	8	QSWS2-2BRLI-WH-G Touch QS	Lutron
WP Lighting Controls	1	GRX-IRPS-WH GRAFIK Eye Ceiling Infrared	Lutron
WP Lighting Controls	45	LOS-CDT-2000R-WH Dual Technology Self Adaptive Occupancy Sensor	Lutron
WP Lighting Controls	2	LUT-ALCR UL924 EM Bypass	Lutron
WP Lighting Controls	3	LUT-ELI-3OH EM Interface	Lutron
WP Lighting Controls	1	LUT-SHUNT-D EM Shunt 0-10V, EcoSystem Lighting	Lutron
WP Lighting Controls	1	GRX-12VDC Class II Transformer	Lutron
WP Lighting Controls	3	PP 120-244V	Lutron
WP Lighting Controls	4	QSPS-DH-1-75 DIN Rail, 75 PDU,	Lutron
WP Lighting Controls	14	^QSCW ^Link-1-WH Claro Wall plate	Lutron
WP Lighting Controls	1	LUT-LTE-1 Cloud Connection	Lutron
WP Light Fixtures	78	D1, Lithonia LDN6-40-10- L06/AR-LS-MVOLT-EZ1 LED 0-	Lithonia/Acuity
WP Light Fixtures	48	10D2, LDN4v -40-07-L04/AR-LS- MVOLT-EZ1 LED 0-10v	Lithonia/Acuity
WP Light Fixtures	2	D3, LDN6-40-07-L06/AR-LS- MVOLT-EZ1 LED 0-10v	Lithonia/Acuity

WP Light Fixtures	4	D4, EV04SH-40-10- DFFAMFSMO-MVOLT-EX1 LED 0-10v	Lithonia/Acuity
WP Light Fixtures	10	D5, EV04SH-40-10- DFFAMFSMO-MVOLT-EX1 LED 0-10v	Lithonia/Acuity
WP Light Fixtures	14	D6, LDN6-40-15-L06/AR-LS- MVOLT-EZ1 LED 0-10v	Lithonia/Acuity
WP Light Fixtures	19	L1, GRD-LSL4-MSL4-80CRI- 40K-ID1300LM F-20/80- MIN1-	Lithonia/Acuity
WP Light Fixtures	29	L2, FEM-L96-15000LM- IMAFRMD-MVOLT-40K- 80CR1 LED 010v	Lithonia/Acuity
WP Light Fixtures	11	L3, MHDA-07-L2-4-U LED 0-10v	Lithonia/Acuity
WP Light Fixtures	28	L4, CDS-L48-MVOLT-DM- 40K80CR1-WH LED 0-10v	Lithonia/Acuity
WP Light Fixtures	5	L5, S2LI-LCB-36FT-MSL6- I80CR1-140K-I100 OLMF- BW-	Lithonia/Acuity
WP Light Fixtures	90	L6, CDS-L96-MVOLT-DM- 40K80CR1-WH LED 0-10v	Lithonia/Acuity
WP Light Fixtures	115	P2, WS2-300-408-UNV-STV- 60-NAT LED 0-10v	Meteor
WP Light Fixtures	28	P3, WS2-300-408-UNV-STV- 25-NAT LED 0-10v	Meteor
WP Light Fixtures	85	R1, 2VTL2-20L-ADPT-EZ1- LP840 LED 0-10v	Lithonia/Acuity
WP Light Fixtures	3	R2, 2VTL4-30L-ADPT-EZ1- LP840 LED 0-10v	Lithonia/Acuity
WP Light Fixtures	65	R3, CPANL-2X2-24LM-40K- M4 LED 0-10v	Lithonia/Acuity
WP Light Fixtures	2	S1, CB3146-L40K-L-MVOLT- GSIL-TLBL LED 0-10v	Lithonia/Acuity
WP Light Fixtures	2	S3, MHD2-07-L2-A-EM-P LED 0-10v	AZZ
WP Light Fixtures	17	S4, WL4-40L-EZ1-LP840 LED 010v	Lithonia/Acuity

WP Light Fixtures	10	T1, MR13FD-PP-LG50L40K- DVNAT LED 0-10v	Kenall
WP Domestic Water Pump	1	Prodigy Triplex 235GPM/Pump, 480v/3P iQflo	QuantumFlo
WP Boilers	5	andThermal GreenFlo Solutions VFD AMPcontrols-4000 Condensing, NG, double wall stainless steel, 194GPM, Modbus, 95% efficiency	Thermal Solutions
WP Boilers	2	WEIL MCLAIN SVF1000 BOILER HI-EFF, Condensing, NG, Stainless,	Weil McLain
WP Heat Recovery Units	5	INNOVENT NDHU-OU-PL- 38000-DX-HW-460 HRU 60hp Supply/40hp Exhaust, 40,000CFM,	Innovent
WP Precast Walls	1796 LF (See included shop drawings – 45 pages)	4“Con/6” Rigid Ins/4” Con Precast Concrete panels. R21.45	High Concrete Group, LLC (See included shop drawings – 45 pages)
WP Process Water Automation	1	Opticore LS-CPU 32-bit ARM Cortex-A8, 600MHz, 16GBs eMMC	Opticore
WP Process Water Automation	1	Opticore EQT3, IP65, 24Vdc, .375A, 4.3” TFT, 128ppi	Opticore
WP Process Water Automation	1	I/O FLEX 6126 BACnet ARC156 High Speed network, Rnet Sensor,	I/O Flex

Total Cost = $9,900,000

Accepted by HOF Village:

/s/ Michael Crawford

Printed Name:

Michael Crawford, President and CEO

Date:

05/23/2024

Exhibit 10.2

EFFICIENCY MADE EASY (“EME”) PROGRAM

AGENCY AGREEMENT

This Efficiency Made Easy “EME” Program Agency Agreement (the “Agreement”) is entered into as of June 17, 2024 (the “Effective Date”) by and between HOF Village Waterpark, LLC, a Delaware limited liability company (“HOFV Waterpark”), and Welty Building Construction Ltd., an Ohio limited liability company (“Welty”). HOFV Waterpark and Welty are collectively referred to herein as the “Parties.”

RECITALS

A. HOFV Waterpark and Constellation NewEnergy, Inc., a Delaware corporation (“Constellation”), are parties to that certain Customer Contract for the EME Express Services Equipment Program, dated June 17, 2024 (the “EMEX Customer Contract”), pursuant to which Constellation is advancing funds on HOFV Waterpark’s behalf for equipment under the EME Express Services Equipment Program (the “EMEX Equipment Program”) to make enhancements to the waterpark project in Canton, Ohio.

B. In connection with the EMEX Customer Contract, Constellation is requiring Welty to act as HOFV Waterpark’s agent to facilitate compliance with the EMEX Program requirements.

C. Constellation and Welty are parties to that certain Efficiency Made Easy Express – Materials Only Program Materials Supplier Participant Terms and Conditions, effective as of June 17, 2024 (the “EME Vendor Participant Agreement”), which sets forth the terms and conditions under which Welty will participate in the Efficiency Made Easy Vendor Program (the “EME Vendor Program”) and act on HOFV Waterpark’s behalf.

D. The Parties desire to set forth the terms under which Welty will act as HOFV Waterpark’s agent in connection with the EMEX Equipment Program and the EME Vendor Program.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions.

“Acceptance” means when HOFV Waterpark includes a given Scope of Work in an application for payment, with the request for payment constituting HOFV Waterpark’s acceptance of the Scope of Work for which payment is being requested.

“Accepted Scope” means any Scope of Work that Constellation agrees to include under the EMEX Customer Contract.

“Delivery” or “Deliveries” means delivery of materials and/or services under an Accepted Scope.

“Final Acceptance” means when Constellation receives written confirmation from HOFV Waterpark that all materials under the applicable Accepted Scope have been received by HOFV Waterpark at its proper destination in full, free from any damage or defect, and in compliance with the EME Vendor Participant Agreement documents and that Welty has received all necessary waivers, releases, and assurances required.

“Scope of Work” means a scope of work for provision of materials and services under the EME Vendor Program.

2. Agency. Welty is hereby appointed as HOFV Waterpark’s agent for purposes of compliance with the EMEX Equipment Program and HOFV Waterpark hereby authorizes Welty, in such capacity, to carry out its duties in accordance with the terms hereof. Welty hereby agrees to accept the appointment as an agent of HOFV Waterpark, to act in good faith and in the best interests of HOFV Waterpark, and to diligently carry out its duties upon the conditions contained herein. In no event will Welty be deemed a joint venturer, partner, or employee of HOFV Waterpark. Welty is acting as an agent of HOFV Waterpark and is not responsible for actual deliverables under the EME Vendor Participant Agreement, except where expressly set forth therein or herein.

3. Arrangement between Parties; Responsibilities. Welty shall provide materials and/or services to HOFV Waterpark under any Accepted Scope where Welty is directly contracted as actual provider of such Accepted Scopes. Welty shall be responsible for all Deliveries under Accepted Scopes included in the EME Vendor Program including any and all warranties associated therewith where Welty is directly contracted as actual provider of those scopes. Where HOFV Waterpark has contracted for materials and/or services which are part of the Accepted Scope, HOFV Waterpark shall provide the associated materials and/or services, including any and all warranties associated therewith. Any and all corresponding warranties for materials and/or services shall be provided solely and directly by Welty to HOFV Waterpark where Welty is directly contracted as actual provider of such Accepted Scopes. Any and all corresponding warranties for materials and/or services which are provided by HOFV Waterpark shall be provided by HOFV Waterpark. HOFV Waterpark acknowledges that Welty may be held responsible by Constellation for provision of materials and/or services which are not provided by Welty and which are provided by HOFV Waterpark. Accordingly, HOFV Waterpark accepts responsibility not only for delivery of these materials and/or services but also further agrees to protect, indemnify and hold harmless Welty from any and all liability associated with materials and/or services provided by HOFV Waterpark including in cases where Constellation may attempt to hold Welty responsible for materials and/or services which are provided by HOFV Waterpark. In the event of a dispute relating to the Deliveries Welty performed, Welty shall address any such dispute or related matters directly with HOFV Waterpark. Payment for Deliveries under an Accepted Scope will be paid by HOFV Waterpark to Constellation pursuant to the EMEX Customer Contract.

4. Representations. Welty represents that it is qualified, licensed, and capable to perform the Deliveries set forth in each Accepted Scope where Welty is directly contracted as actual provider of those scopes. If Welty performs Deliveries knowing it to be contrary to applicable law without notice to Constellation and HOFV Waterpark and the advanced approval of appropriate authorities having jurisdiction, Welty shall assume responsibility for such Deliveries and bear all associated costs, charges, fines, penalties, fees, and expenses including attorney’s fees necessarily incurred to remedy the violation. Welty represents and warrants full, clear, and unrestricted title to all materials furnished by Welty to HOFV Waterpark, free and clear of any and all liens, restrictions, reservations, security interests, and encumbrances. Where HOFV Waterpark directly contracts with material and/or service providers and is thus acting as actual provider of those scopes, HOFV Waterpark represents that it is qualified, licensed, and capable to perform the Deliveries set forth in each Accepted Scope. If HOFV Waterpark performs Deliveries knowing it to be contrary to applicable law without notice to Constellation and Welty and the advanced approval of appropriate authorities having jurisdiction, HOFV Waterpark shall assume responsibility for such Deliveries and bear all associated costs, charges, fines, penalties, fees, and expenses including attorney’s fees necessarily incurred to remedy the violation. HOFV Waterpark represents and warrants full, clear, and unrestricted title to all materials furnished by HOFV Waterpark and/or HOFV Waterpark’s material and/or service providers, free and clear of any and all liens, restrictions, reservations, security interests, and encumbrances.

5. Subcontracting and Assignment. Welty may not assign its duties under this Agreement. HOFV Waterpark may not assign its duties under this Agreement; provided, however, that HOFV Waterpark may assign this Agreement in connection with a merger or other business combination. Where HOFV Waterpark directly contracts with material and/or service providers and is thus acting as actual provider of those scopes, HOFV Waterpark agrees that such circumstances shall not constitute Welty assignment of its duties as related to this clause. Welty shall be fully responsible for all parts of Deliveries under any Accepted Scopes for which Welty is directly contracted as the provider of the associated materials and/or services where the associated scope of work is contracted outside of this Agreement, and including for the acts and omissions of its subcontractors. HOFV Waterpark shall be fully responsible for all parts of Deliveries under any Accepted Scopes and for the acts and omissions of its subcontractors except for those Deliveries under any Accepted Scopes for which Welty is directly contracted as the provider of the associated materials and/or services. Welty acknowledges and agrees that in no event will Welty or its subcontractors be considered an employee of HOFV Waterpark. Welty and its subcontractors are only authorized to act as the agent or representative of HOFV Waterpark only within the scope of and to the extent permitted by this Agreement. HOFV Waterpark acknowledges and agrees that in no event will HOFV Waterpark or its subcontractors be considered an employee of Welty.

6. Warranties.

(a) Where Welty is directly contracted as the provider of the associated materials and/or services relating to an Accepted Scope of Work where the associated Scope of Work is contracted outside of this Agreement Welty warrants that all materials provided as part of every Delivery (i) all will be free from defects, and (ii) shall be in compliance with all applicable laws, licenses, and permits. Where Welty is directly contracted as the provider of the associated materials and/or services relating to an Accepted Scope of Work where the associated Scope of Work is contracted outside of this Agreement, Welty will provide and/or obtain warranties from all its vendors, manufacturers and suppliers. If the materials provided by Welty hereunder do not conform to the warranties included herein, then Welty will (at its sole cost and expense) do any of the following upon request: (A) repair or replace the equipment in a satisfactory manner that conforms to the applicable Accepted Scope, (B) pay any money damages as a result of nonconformance and refund the portion of the cost hereunder which is attributable to such nonconformance, and (C) pay any expenses incurred or paid to a third party if the repair or replacement of the materials is performed by any party other than Welty.

(b) Where HOFV Waterpark directly contracts with material and/or service providers for the associated materials and/or services HOFV Waterpark warrants that all materials provided as part of every Delivery (i) all will be free from defects, and (ii) shall be in compliance with all applicable laws, licenses, and permits. Where HOFV Waterpark directly contracts with material and/or service providers as the provider of the associated materials and/or services, HOFV Waterpark will provide and/or obtain warranties from all its vendors, manufacturers and suppliers. If the materials and/or services provided by HOFV Waterpark hereunder do not conform to the warranties included herein, then HOFV Waterpark will (at its sole cost and expense) do any of the following upon request: (A) repair or replace the equipment in a satisfactory manner that conforms to the applicable Accepted Scope, (B) pay any money damages as a result of nonconformance and refund the portion of the cost hereunder which is attributable to such nonconformance, and (C) pay any expenses incurred or paid to a third party if the repair or replacement of the materials is performed by any party other than HOFV Waterpark.

(c) The warranties set forth herein shall continue for a period of at least one (1) year after the date of Acceptance by HOFV Waterpark. Notwithstanding the foregoing, Final Acceptance will still be required in accordance with the terms of EMEX Customer Contract and EME Vendor Participant Agreement.

7. Term; Termination and Suspension.

(a) Term. This Agreement shall commence on the Effective Date and terminate upon the earlier of: (i) the date of termination of the EMEX Customer Contract, (ii) the date of termination of the EME Vendor Participant Agreement, (iii) the date on which Welty’s eligibility for and participation in the EME Vendor Program is terminated, and (iv) the date upon which all of Welty’s duties under this Agreement and duties with respect to HOFV Waterpark under the EME Vendor Participant Agreement are satisfied in full. Upon any such termination, any Accepted Scopes in process shall continue to remain in effect until completion or termination thereof.

(b) Material Breach. Welty and/or HOFV Waterpark shall be in material breach of this Agreement upon the occurrence of any of the following, which breach remains uncured for ten (10) days after written notification by the other Party, unless such period is otherwise extended by the other Party in writing in its sole discretion:

(i) Either Party refuses or fails to timely supply the proper, designated materials, in conformance with the EME Vendor Participant Agreement or EMEX Customer Contract for each Delivery;

(ii) Either Party fails to make prompt payment for its subcontractors or suppliers in providing the Deliveries;

(iii) Either Party disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction;

(iv) Either Party files a petition under applicable bankruptcy law, becomes insolvent, is unable to pay its debts as they become due, makes an assignment for the benefit of creditors, dissolves, ceases to conduct business; or

(v) Either Party otherwise is in material breach of any provision of the EME Vendor Participant Agreement or EMEX Customer Contract or an Accepted Scope.

(c) Upon any such material breach, then the non-breaching Party without prejudice to any rights or remedies shall have the right to any or all of the following remedies:

(i) In case of material breach by Welty, HOFV Waterpark may request that Constellation reclaim from Welty any payments released to Welty on behalf of HOFV Waterpark for the Accepted Scope, pending corrective action in amounts sufficient to cover losses and compel performance to the extent required by and to the satisfaction of HOFV Waterpark and Constellation;

(ii) In case of material breach by Welty, HOFV Waterpark may request that Constellation withhold any payments due Welty under any other Accepted Scopes, pending corrective action in amounts sufficient to cover losses and compel performance to the extent required by and to the satisfaction of Constellation;

(iii) In case of material breach by HOFV Waterpark, Welty may use any means available at law or in equity in the sole discretion of Welty to reclaim from HOFV Waterpark any payments released to any associated supplier or subcontractor for the Accepted Scope, pending corrective action in amounts sufficient to cover losses, and compel performance to the extent required by and to the satisfaction of Welty; and

(iv) In case of material breach by HOFV Waterpark, Welty may withhold any payments due HOFV Waterpark under any other Accepted Scopes and withdraw funds which are provided by Constellation for the Accepted Scope in order to remedy such breach, pending corrective action in amounts sufficient to cover losses and compel performance to the extent required by and to the satisfaction of Welty; provided, however, that in the event that HOFV Waterpark contests in good faith any outstanding amounts or amount of any loss or damages claimed by Welty, the disputed amount will remain in the applicable account and will not be withdrawn by Welty pending resolution of such dispute.

8. Indemnity.

(a) To the fullest extent permitted by law, Welty shall indemnify, defend and hold harmless HOFV Waterpark and its affiliates, and their respective officers, directors, employees and agents (the “HOFV Waterpark Indemnified Parties”), from and against any and all claims, damages, suits and legal proceedings, liabilities, awards of damages, demands, costs and expenses (including but not limited to reasonable attorneys’ fees and court costs) arising out of or in any manner related to (a) Welty’s acts, omissions or breach of this Agreement, including but not limited to any breach of warranty herein, and (b) personal injury, death, or damage to tangible personal or real property in any way incident to, or in connection with or arising out of the act or omission of Welty, its employees, contractors or agents, whether instituted against the HOFV Waterpark Indemnified Parties alone or jointly with Welty or others, except that Welty’s obligations shall not apply if it is finally adjudicated by a court of competent jurisdiction that any liability for damages is caused by or results from the sole negligence of the HOFV Waterpark Indemnified Parties. Participation by the HOFV Waterpark Indemnified Parties through their own counsel and at their own cost shall in no way dilute this indemnity. After learning of any such claim, HOFV Waterpark will promptly notify Welty. If Welty does not promptly assume the HOFV Waterpark Indemnified Parties’ defense against such claim, the HOFV Waterpark Indemnified Parties reserve the right to undertake their own defense at Welty’s expense. Welty shall be responsible for any costs and expenses incurred by the HOFV Waterpark Indemnified Parties in connection with the enforcement of this indemnity. This indemnity shall survive any termination or expiration of this Agreement, the EMEX Customer Contract and/or the EME Vendor Participant Agreement.

(b) To the fullest extent permitted by law, HOFV Waterpark shall indemnify, defend and hold harmless Welty and its affiliates, and their respective officers, directors, employees and agents (the “Welty Indemnified Parties”), from and against any and all claims, damages, suits and legal proceedings, liabilities, awards of damages, demands, costs and expenses (including but not limited to reasonable attorneys’ fees and court costs) arising out of or in any manner related to (a) HOFV Waterpark’s acts, omissions or breach of this Agreement, including but not limited to any breach of warranty herein, and (b) personal injury, death, or damage to tangible personal or real property in any way incident to, or in connection with or arising out of the act or omission of HOFV Waterpark, its employees, contractors or agents, whether instituted against the Welty Indemnified Parties alone or jointly with HOFV Waterpark or others, except that HOFV Waterpark’s obligations shall not apply if it is finally adjudicated by a court of competent jurisdiction that any liability for damages is caused by or results from the sole negligence of the Welty Indemnified Parties. Participation by the Welty Indemnified Parties through their own counsel and at their own cost shall in no way dilute this indemnity. After learning of any such claim, Welty will promptly notify HOFV Waterpark. If HOFV Waterpark does not promptly assume the Welty Indemnified Parties’ defense against such claim, the Welty Indemnified Parties reserve the right to undertake their own defense at HOFV Waterpark’s expense. HOFV Waterpark shall be responsible for any costs and expenses incurred by the Welty Indemnified Parties in connection with the enforcement of this indemnity. This indemnity shall survive any termination or expiration of this Agreement, the EMEX Customer Contract and/or the EME Vendor Participant Agreement.

9. No Limitation. In any and all claims against the HOFV Waterpark Indemnified Parties or the Welty Indemnified Parties by any employee of the Welty or HOFV Waterpark, anyone directly or indirectly employed by Welty or HOFV Waterpark, or anyone for whose acts the Welty or HOFV Waterpark, respectively, may be liable, the indemnification obligations set forth in this Agreement shall not be limited by any limitation on the amount or type of damages, compensation, or benefits payable by or for Welty or HOFV Waterpark under worker’s compensation law, disability benefit law, or any other employee benefit law.

10. Infringement Indemnification.

(a) Welty warrants and represents that any deliverable, work product, material, apparatus, process, technology, know-how and the like (“Deliverable(s)”) or any part thereof delivered by Welty to HOFV Waterpark pursuant to or in connection with this Agreement (the “Welty Deliverable”) and/or the EME Vendor Participant Agreement, to the extent that can reasonably be inferred or is known by Welty, does not and will not violate or infringe any copyright, trademark, service mark, patent or invention, trade secret or other intellectual property or proprietary right (“IP Right”) of any third party. Welty shall protect, defend at its sole cost and expense, indemnify and hold harmless, the HOFV Waterpark Indemnified Parties from any third party claim that any Welty Deliverable or the performance of the Welty Deliveries hereunder infringes, or is alleged to infringe any IP Right of any third party or is the basis for a claim of unfair competition resulting from similarity in design, trademark, or appearance; and Welty will protect, defend, at its sole cost and expense, indemnify, and hold the HOFV Waterpark Indemnified Parties harmless from any liability of any nature or kind (including but not limited to all costs or expenses, such as attorneys’ fees), arising out of any infringement or alleged infringement or claim of unfair competition. In addition, Welty shall defend, at its sole cost and expense, indemnify, and hold the HOFV Waterpark Indemnified Parties harmless against, and shall pay all awards of damages assessed and all costs of suit adjudged against the HOFV Waterpark Indemnified Parties in such suit or proceeding, provided the HOFV Waterpark Indemnified Parties promptly give Welty such information, reasonable assistance and authority as is readily available to the HOFV Waterpark Indemnified Parties. At Welty’s expense, the HOFV Waterpark Indemnified Parties may be represented by and actively participate through its own counsel in any such suit and proceeding if it so desires. In case any part of the Welty Deliverables is held in any such suit to constitute infringement and its use is enjoined, Welty shall, or at any time after a claim of infringement arises, Welty may (at HOFV Waterpark’s option), promptly either (i) secure for HOFV Waterpark the perpetual right to continue the use of such part of the Welty Deliverables by procuring for HOFV Waterpark a perpetual, royalty-free license or such other permission as will enable Welty to secure the suspension of any injunction; (ii) replace at Welty’s own expense such part of the Welty Deliverables with an adequate non-infringing part or modify it so that it becomes non-infringing, but only if the replacement or modification does not adversely affect HOFV Waterpark’s acquisition costs, operating or maintenance costs, construction or operating schedules, operation or maintenance procedures, public relations, employee relations, any license or permit affecting HOFV Waterpark’s property, the functionality or optionality of the Welty Deliverables, or any other matter relating to HOFV Waterpark’s property or its operation; or (iii) refund the entire price of the Welty Deliverables affected.

(b) HOFV Waterpark warrants and represents that any Deliverable or any part thereof delivered or deemed to be delivered by HOFV Waterpark (the “HOFV Waterpark Deliverable(s)”) pursuant to or in connection with this Agreement and/or the EMEX Customer Contract, to the extent that can reasonably be inferred or is known by HOFV Waterpark, does not and will not violate or infringe any IP Right of any third party. HOFV Waterpark shall protect, defend at its sole cost and expense, indemnify and hold harmless, the Welty Indemnified Parties from any third party claim that any HOFV Waterpark Deliverable or the performance of the HOFV Waterpark Deliveries hereunder infringes, or is alleged to infringe any IP Right of any third party or is the basis for a claim of unfair competition resulting from similarity in design, trademark, or appearance; and HOFV Waterpark will protect, defend, at its sole cost and expense, indemnify, and hold the Welty Indemnified Parties harmless from any liability of any nature or kind (including but not limited to all costs or expenses, such as attorneys’ fees), arising out of any infringement or alleged infringement or claim of unfair competition. In addition, HOFV Waterpark shall defend, at its sole cost and expense, indemnify, and hold the Welty Indemnified Parties harmless against, and shall pay all awards of damages assessed and all costs of suit adjudged against the Welty Indemnified Parties in such suit or proceeding, provided the Welty Indemnified Parties promptly give HOFV Waterpark such information, reasonable assistance and authority as is readily available to the Welty Indemnified Parties. At HOFV Waterpark’s expense, the Welty Indemnified Parties may be represented by and actively participate through its own counsel in any such suit and proceeding if it so desires. In case any part of the HOFV Waterpark Deliverables is held in any such suit to constitute infringement and its use is enjoined, HOFV Waterpark shall, or at any time after a claim of infringement arises, HOFV Waterpark may (at Welty’s option), promptly either (i) secure for Welty the perpetual right to continue the use of such part of the HOFV Waterpark Deliverables by procuring for Welty a perpetual, royalty-free license or such other permission as will enable HOFV Waterpark to secure the suspension of any injunction; (ii) replace at HOFV Waterpark’s own expense such part of the HOFV Waterpark Deliverables with an adequate non-infringing part or modify it so that it becomes non-infringing, but only if the replacement or modification does not adversely affect Welty’s acquisition costs, operating or maintenance costs, construction or operating schedules, operation or maintenance procedures, public relations, employee relations, any license or permit affecting Welty’s property, the functionality or optionality of the HOFV Waterpark Deliverables, or any other matter relating to Welty’s property or its operation; or (iii) refund the entire price of the HOFV Waterpark Deliverables affected.

11. Insurance.

(a) Insurance Requirements. HOFV Waterpark shall obtain and maintain in effect during the performance of any Delivery under this Agreement and/or the EME Vendor Participant Agreement the following minimum insurance coverage with carriers having an A.M. Best Rating of at least A-/VIII or otherwise satisfactory to Constellation:

(i) Workers Compensation insurance with statutory limits, as required by the state in which the Delivery is to be performed, and employer’s liability insurance with limits of not less than one million dollars ($1,000,000).

(ii) Commercial general liability insurance providing bodily injury, property damage, and personal injury/advertising injury with a combined single limit of not less than one million dollars ($1,000,000) (per occurrence and per project or location aggregate) and shall include blanket contractual, products/completed operations for not less than three years from the date of delivery to HOFV Waterpark under the EME Vendor Participant Agreement documents. Such insurance shall name Welty as an additional insured.

(iii) Automobile liability insurance for owned, non-owned, and hired autos with a combined single limit of not less than one million dollars ($1,000,000) per accident.

(iv) Excess or Umbrella liability insurance with a combined single limit of not less than three million dollars ($3,000,000) per occurrence and project or per location aggregate. These limits apply in excess of the insurance required in the aforementioned paragraphs of this Insurance Section (other than workers’ compensation).

(v) All above-mentioned insurance policies (except workers’ compensation) shall provide the following: (1) be primary to any other insurance carried by HOFV Waterpark; and (2) provide for a waiver of all rights of subrogation that HOFV Waterpark’s insurance carrier might exercise against Welty, its subsidiaries, affiliates, employees and insurers.

(vi) The insurance and the insurance policies required by this Section shall contain a provision that coverages afforded under the policies will not be canceled, allowed to expire or the limits in any manner reduced until at least ten (10) days prior written notice (ten days in the case of nonpayment of premium) has been given to Welty.

(b) Evidence of Insurance. HOFV Waterpark shall provide evidence of the required insurance coverage and file with Welty a certificate of insurance acceptable to Welty certifying to the foregoing coverages.

(c) Costs of Insurance. Any costs of Insurance required (i) by HOFV Waterpark or (ii) by Constellation in connection with HOFV Waterpark under the EME Vendor Participant Agreement which Welty does not normally carry shall be paid by HOFV Waterpark in addition to amounts which are due for the Scope of Work. Welty shall provide a schedule of such applicable costs within seven (7) days of execution of this Agreement. HOFV Waterpark will reimburse such costs within seven (7) days of receipt.

12. Approval on Use of Funds.

(a) HOFV Waterpark must request and receive from Welty approval to use any funds provided by Constellation under the EMEX Customer Agreement or under Welty’s EME Vendor Participant Agreement. Such requests shall be made in writing, including documentation of associated costs, confirmation of delivery and acceptance thereof including associated warranties and guarantees, and representing that associated deliverables are complete and free and clear of any and all liens, restrictions, reservations, security interests, and encumbrances.

(b) HOFV Waterpark understands and agrees that Welty shall not be responsible for the appropriateness of the use of Constellation EMEX funds or other funds provided to HOFV Waterpark, either via Welty as intermediary or via other means, which are related to the EMEX Customer Contract or related agreements between Constellation and HOFV Waterpark or its affiliates. HOFV Waterpark, at its sole discretion, may request release of such funds provided by Constellation to Welty and upon release of such funds, Welty makes no assertion of appropriateness thereof and all liability related to use of such funds including repayment to Constellation, penalties, fines, interest, taxes, fees, damages levied, or any other associated liabilities or costs, including attorney’s fees, necessary to remedy any violation of the terms of this Agreement, any agreement between Constellation and HOFV Waterpark, or any violation of applicable regulations, shall be exclusively borne by HOFV Waterpark. HOFV Waterpark agrees to indemnify, hold harmless, defend, and reimburse Welty for all costs associated with any violation, defense thereof, or judgments associated with the relationship between Constellation and HOFV Waterpark, including their agents or affiliates. Welty agrees to indemnify, hold harmless, defend, and reimburse HOFV Waterpark for all costs associated with any violation, defense thereof, or judgments associated with the relationship between Constellation and Welty, including their agents or affiliates.

(c) Welty shall provide the right for HOFV Waterpark to designate at least two individuals to be listed as authorized signatories on the bank account holding funds provided by Constellation under the EMEX Customer Agreement (the “Bank Account”). HOFV Waterpark’s initial designees as authorized signatories will be Michael Crawford, President and Chief Executive Officer and Tara K. Charnes, Secretary and General Counsel. Any funds disbursed from the Bank Account will require the signatures of each of (i) one (1) authorized representative of Welty and (ii) one (1) authorized representative of HOFV Waterpark.

13. Taxes.

(a) Where Welty is directly contracted as the provider of the associated materials and/or services relating to an Accepted Scope of Work where the associated Scope of Work is contracted outside of this Agreement, Welty shall be solely responsible for the identification and payment of all taxes, and any governmental fees and charges (and penalties, interest, and other additions thereto) with respect to the materials and Deliveries with the funds received by Welty from Constellation on HOFV Waterpark’s behalf, including without limitation determining whether any such tax applies, determining the correct amount of any such tax, and remitting the amount of any such tax to the appropriate tax authorities.

(b) Where HOFV Waterpark directly contracts with material and/or service provides as the provider of the associated materials and/or services, HOFV Waterpark shall be solely responsible for the identification and payment of all taxes, and any governmental fees and charges (and penalties, interest, and other additions thereto) with respect to the materials and Deliveries with the funds received by Welty from Constellation on HOFV Waterpark’s behalf, including without limitation determining whether any such tax applies, determining the correct amount of any such tax, and remitting the amount of any such tax to the appropriate tax authorities.

(c) Notwithstanding the foregoing, the City of Canton, State of Ohio, and other governmental entities’ applicable fees, tariffs, taxes and other costs (including penalties, interest, and other additions thereto) applicable to all Scopes of Work, including costs associated with determining such amounts, which are not encompassed in applications for payment made by HOFV Waterpark shall be paid by HOFV Waterpark in addition to amounts which are due for the Scope of Work. HOFV Waterpark agrees to indemnify, defend, hold harmless and compensate Welty for any losses, claims, liabilities, or expenses arising out of or resulting from (a) failure to pay any tax, or a portion thereof, related to the Scope of Work; (b) failure to remit to the proper tax authorities; (c) failure to determine the correct amount of any such tax or provide Welty with the accurate tax rate for a Delivery; or (d) failure to properly or accurately assess HOFV Waterpark’s tax exempt status. HOFV Waterpark further agrees to identify in an invoice the specific amount of any applicable sales taxes related to the Deliveries under a Scope of Work.

14. Fees and Expenses.

(a) Welty shall be entitled to an initial success fee of one percent (1%) of total EMEX funds provided for the Scope of Work.

(b) Welty shall be entitled to reimbursement of reasonable, documented, out-of-pocket expenses in connection with the performance of its duties under this Agreement and the performance of its duties on behalf of HOFV Waterpark under the EME Vendor Participant Agreement.

15. Good Faith. Each of the Parties will act in good faith to perform its duties and obligations hereunder and to comply with the terms of the EMEX Customer Contract and the EME Vendor Program Agreement, as applicable.

16. Miscellaneous.

(a) Entire Contract; Amendments. This Agreement, including any attachments, constitutes the entire agreement between HOFV Waterpark and Welty regarding the subject matter hereof, and it supersedes any prior oral or written agreements related thereto. This Agreement may be amended only by a written document signed by HOFV Waterpark and Welty.

(b) Headings; Severability. Headings are provided for convenience, and the Parties intend for headings to have no substantive impact. If any provision of this Agreement is held to be invalid, void or voidable, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall remain in full force and effect.

(c) Confidentiality. Each Party may make available to the other Party certain Confidential Information (in such capacity, a “Disclosing Party”), and each Party receiving such Confidential Information (in such capacity, a “Receiving Party”) agrees to hold in confidence all such Confidential Information and not disclose it in any manner to any third parties or otherwise use such information for any purpose other than as needed to perform its duties hereunder. “Confidential Information” means any and all confidential, proprietary, or non-public materials and information about or from a Party. However, “Confidential Information” shall not include information that (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of any violation of this Agreement, (ii) becomes available to the Receiving Party on a non-confidential basis from a third party source that was not prohibited from disclosing such information by a legal, fiduciary, or contractual obligation, (iii) was known by or in the possession of the Receiving Party before disclosure, or (iv) was independently developed by the Receiving Party without reference to or use of the Confidential Information. If a Receiving Party is required to disclose the Disclosing Party’s Confidential Information pursuant to court order or governmental authority, the Receiving Party shall promptly notify the Disclosing Party in writing so that both parties may request confidential treatment of such Confidential Information. Upon request or upon termination of this Agreement, each Party shall promptly return or destroy all of the other Party’s Confidential Information, provided that such Party may keep a copy of Confidential Information in accordance with its records retention policy or as otherwise required by law and will keep such retained information confidential.

(d) Waiver. A Party’s failure or delay to insist upon strict performance of any term herein, to exercise any rights or remedies provided herein or by law, or to provide proper notice in the event of any breach hereof shall not release the other Party from any of its obligations hereunder and shall not be deemed a waiver of such Party’s rights or remedies hereunder or at law.

(e) Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed and original, and all of which taken together shall constitute one and the same instrument. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF the Parties has executed this Agreement or caused the Agreement to be executed by its duly authorized officer as of the Effective Date.

HOF VILLAGE WATERPARK, LLC

By:	/s/ Michael Crawford
	Name:	Michael Crawford
	Title:	President and Chief Executive Officer

WELTY BUILDING CONSTRUCTION, LTD.

By:	/s/ Donzell S. Taylor
	Name:	Donzell S. Taylor
	Title:	President

Signature Page to Efficiency Made Easy “EME” Program Agency Agreement

Exhibit 10.3

CONSULTING SERVICES AGREEMENT

This CONSULTING SERVICES AGREEMENT (“Agreement”) is made as of June 21, 2024 (the “Effective Date”), by and among HOF Village Newco, LLC (the “Company”), and Tara Charnes (Consultant”).

WHEREAS, Consultant, on June 17, 2024, notified the Company and its parent company Hall of Fame Resort & Entertainment Co. of her resignation from the office of General Counsel and Corporate Secretary effective as of August 31, 2024 (“Resignation Effective Date”);

WHEREAS, the Company through its President and Chief Executive Officer and the Board of Directors of Hall of Fame Resort & Entertainment Co. desires to engage Consultant for consulting services to the Company, and Consultant agrees to provide such consulting services in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, for and in consideration for the mutual covenants and promises contained in the Agreement, the engagement of Consultant and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Scope of Agreement.

1.1

As of the Resignation Effective Date, the Company hereby engages Consultant, and Consultant accepts the engagement as an independent contractor, and agrees Consultant will perform such services on an as needed basis as directed by the Company’s President and Chief Executive Officer and any interim or successor General Counsel for up to 25 hours per month (the “Consulting Services”). Such Consulting Services shall include assisting with the transition, supporting special projects and strategic initiatives, aiding in knowledge-share to senior executive and legal staff, and being reasonably available to answer questions from senior executives and legal staff. The parties may mutually agree to exceed the 25 hour cap in any given month in which case the additional hours will be compensated at the rate of $400 per hour.

1.2

Consultant shall provide the Consulting Services with a reasonable degree of care that is consistent with the care used by Consultant in providing similar services in the ordinary course of business.

1.3

Consultant acknowledges that the Company has no obligation to use Consultant for any particular Consulting Services and that all Consulting Services rendered are on as-needed basis if and when requested by the Company.

2. Consulting Consideration.

2.1

The Company shall pay the Consultant a monthly consulting fee equal to $10,000, for each month in which the Consultant is providing Consulting Services, until the earlier of the Expiration Date or termination of this Consulting Agreement. Such consulting fee shall be payable monthly in arrears on the last day of each month or as otherwise agreed between the parties. Additionally, Consultant will receive the remainder of Consultant’s 2023 annual bonus and continuation of medical, dental and vision benefits through the Expiration Date. The Company shall reimburse Consultant for reasonable, necessary and documented business expenses incurred by the Consultant in connection with providing the Consulting Services, provided that such expenses must be consistent with Company policies applicable to reimbursement of business expenses.

2.2

Consultant acknowledges that Consultant will receive an IRS Form 1099 from the Company and Consultant will be solely responsible for all federal, state, and local taxes with respect to the payments and benefits provided hereunder.

2.3

The parties further affirm that Consultant’s right to any restricted stock units scheduled to vest after Resignation Effective Date shall continue according to existing vesting schedule.

2.4

The parties further agree that the monthly consulting fee is reasonable and at fair market value. The Parties acknowledge that the Company may be required to publicly disclose certain terms of this Consulting Agreement including the identity of Consultant, the nature of the Consulting Services performed and any payment or other transfer of value provided to Consultant under this Agreement.

3. Relationship of the Parties

3.1

Consultant shall perform under this Agreement as an independent contractor and not as an employee of the Company. This Agreement will not be construed to create any association, partnership, joint venture, employment or agency relationship between Consultant and the Company or the Company for any purpose. As an independent contractor, Consultant’s fees are limited to those set forth in Section 2.1 and Consultant shall not participate in any benefit or other plans that the Company maintains for its employees, except for the continuation of medical, dental and vision benefits as set forth above.

3.2

Consultant shall have no authority to assume or create any obligation or liability on the Company. Consultant will not be covered by the Company’s workers’ compensation policy and agrees that the Company will have no responsibility to the Consultant in the event the Consultant experiences any injury or illness in connection with the performance of the Consulting Services.

3.3

The Company shall not withhold any taxes in connection with the compensation paid to Consultant and Consultant shall be solely responsible for the payment of taxes on Consultant’s compensation earned under this Agreement.

3.4

Unless otherwise approved by the Company in writing, Consultant is prohibited from entering into a contract with or otherwise utilizing (on behalf of the Company and/or Consultant) any agents, contractors, or other third-parties in order to fulfill the Consulting Services.

4. Term; Termination.

4.1

Term. This Agreement shall commence on September 1, 2024 and end on December 31, 2024 (the “Expiration Date”) unless terminated earlier pursuant to Section 5.2 below, subject to extension by mutual agreement of the parties.

4.2

Termination

(a)

Either party may terminate this Agreement immediately upon written notice to the other for any breach of a provision of this Agreement (a “Material Breach”). Termination shall be effective immediately and automatically upon such notice. Consultant shall not be deemed to have breached this Agreement unless the Company has provided Consultant with written notice detailing such breach and provided Consultant with a reasonable opportunity to cure such breach (if curable).

(b)

The Agreement will terminate immediately upon the death or disability of the Consultant. For purposes of this Agreement, “Disability” shall mean disability or incapacitation of Consultant for a period of one month or longer that renders Consultant unable to perform Consultant’s duties under the Agreement.

(c)

Upon notice of termination, Consultant shall inform the Company of the extent to which performance has been completed and shall immediately take steps to wind down any work in progress.

(d)

If the Company terminates this Agreement pursuant to the terms hereof, any and all obligations it may otherwise have under this Agreement shall cease immediately except that the Company agrees to pay Consultant the accrued but unpaid fees and approved expenses due at the time of termination.

(e)

Any provisions of this Agreement which by their terms impose continuing obligations on the parties shall survive the expiration or termination of this Agreement

5. Confidentiality.

5.1

For purposes of this Agreement, “Confidential Information” shall mean each of the following: (a) any information or material proprietary to the Company; (b) any information not generally known by non-Company personnel (other than persons subject to confidentiality); (c) any information which Consultant should know the Company would not care to have revealed to others; (d) any information which Consultant makes, conceives or develops during Consultant’s provision of Consulting Services hereunder; and (e) any information which the Company obtains from another party and which the Company treats as proprietary. The failure to mark information as confidential shall not affect its status as part of the Confidential Information hereunder.

No information shall be considered to be Confidential Information if such information: (a) has become public knowledge through legal means without fault by either party; (b) is already public knowledge prior to its disclosure; (c) is known to Consultant prior to its disclosure and such knowledge is evidenced in writing; or (d) has been furnished to a third party by the Company without restriction on such third party’s ability to disclose such information.

5.2

Consultant shall hold in confidence and shall not, except in the course of performing hereunder, at any time during or after termination of Consultant’s relationship with the Company, (a) directly or indirectly reveal, report, publish, disclose or transfer the Company’s Confidential Information to any person or entity or (b) use any Confidential Information for any purpose other than for the benefit of the Company.

5.3

All Confidential Information shall remain the exclusive property of the Company and nothing contained in this Agreement shall be construed as granting a license to use such Confidential Information for reasons unrelated to this Agreement.

5.4

The obligations of confidentiality and non-use set forth in this Agreement shall continue for three (3) years from the termination of this Agreement, or until such Confidential Information no longer qualifies as confidential, whichever is earlier. Notwithstanding the foregoing, any Confidential Information that qualifies as a “trade secret” under applicable law shall remain subject to obligations of confidentiality for so long as such information retains its status as a trade secret.

6. Ownership of Information.

6.1

For purposes of this Agreement, “Work Product” shall mean all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, techniques, inventions or works of authorship developed or created by Consultant during and within the scope of the performance of Consulting Services hereunder.

6.2

All Confidential Information and Work Product shall belong exclusively and without additional compensation to the Company.

6.3

All Work Product shall be considered “work made for hire” for the Company and Consultant irrevocably assigns and transfers to the Company all right, title and interest it may have in such Work Product. Upon request of the Company and at the Company’s reasonable expense, Consultant shall take such further actions, including execution and delivery of instruments of conveyance, necessary to obtain legal protection in any country for such Work Product and for the purpose of vesting title thereto in the Company.

7. Indemnity. Each party agrees to indemnify and hold harmless the other party, its successors and assigns, and its directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any reckless or intentionally wrongful act of the indemnifying party or the indemnifying party’s assistants, employees or agents, (ii) any breach by the indemnifying party or the indemnifying party’s, employees or agents of any of the covenants contained in this Agreement, (iii) the alleged failure by an indemnifying party or of the indemnifying party’s affiliates to comply with any governmental and/or other laws, statutes, ordinances, rules, and/or regulations, or (iv) any violation or claimed violation of a third party’s rights resulting in whole or in part from the indemnifying party or the indemnifying party’s affiliates use of the Work Product.

8. Miscellaneous

8.1

Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned without the prior written consent of both parties.

8.2

Entire Agreement. The provisions of this Agreement contain the entire agreement between the Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

8.3

Modifications. No modification of any of the terms and conditions of this Agreement shall be effective unless such modification is expressed in writing and executed by each of the parties hereto.

8.4

Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law. Any suit or action filed or otherwise commenced in connection with this Agreement must be filed and litigated in an appropriate court located in the City of Canton, Ohio (provided, however, that if the suit or action involves a claim for which federal courts have exclusive jurisdiction, then such suit or action must be filed in the U.S. District Court for the Northern District of the State of Ohio in Akron, Ohio), or such other venue as deemed appropriate.

8.5

Counterparts. This Agreement may be executed in multiple counterparts, and on separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

8.6

Waiver. Any failure by either Party to insist upon the performance of a provision of this Agreement shall not constitute a waiver of any other right of either Party which the Party may have under this Agreement. Any such waiver can only be made in writing signed by the Party against whom enforcement of such waiver is sought.

8.7

Severability. In the event that any provision of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, such provision or part thereof shall be considered separate from the remaining provisions of this Agreement, which remaining provisions shall remain in full force and effect. Such invalid or unenforceable provision shall be deemed revised to effect, to the fullest extent permitted by law, the intent of the Parties as set forth herein.

IN WITNESS WHEREOF, the parties have caused this Agreement to be made and executed by duly authorized officers as of the Effective Date.

HOF Village Newco, LLC

By:	/s/ Michael Crawford	By:	/s/ Tara Charnes
Name:	Michael Crawford	Name:	Tara Charnes
Title:	President and Chief Executive Officer

Exhibit 99.1

Investor Presentation June 2024 NASDAQ: HOFV, HOFVW

2 What We Do As a world - class resort and sports entertainment company, we do what no other company can through our unique brand partnerships and direct access to exclusive content. By doing this, we create exceptional experiences across multiple platforms that honor the past and inspire the future . With this unwavering purpose, we strive to maximize shareholder value and pursue excellence.

A MULTI - DIMENSIONAL SPORTS & ENTERTAINMENT COMPANY What We Are Fantasy Sports eGaming Sports Betting THEMED, EXPERIENTIAL DESTINATION ASSETS Themed Attractions Hospitality Live Entertainment MEDIA Original Content High - Profile Partnerships Sponsorships GAMING 3 3

4 UNIQUE POSITIONING AND MULTIMEDIA APPROACH Competitive Advantage Integrated Destination + Media + Gaming Multiple points of monetization within each business vertical New, interactive experiences and content for the world's most loyal fans Ability to create unlimited, unique content Access to unprecedented partnerships Our unique position and multimedia approach makes us the ONLY company of our kind fully poised to capitalize on the power and popularity of professional football. 4

7 Our Approach 5

BOARD OF DIRECTORS HOFREco Leadership Kimberly Schaefer CEO, Museum of Illusions David Dennis Retired, KPMG Jim Dolan VICE CHAIRMAN, COMPENSATION COMMITTEE CHAIR CEO, Voyager Holdings II Karl Holz LEAD INDEPENDENT DIRECTOR, Retired, The Walt Disney Company Stuart Lichter President and Chairman, Industrial Realty Group (IRG) Mary Owen NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHAIR Life Trustee, Ralph C. Wilson, Jr. Foundation Marcus Allen Pro Football Hall of Fame Class of 2003 Tony Buzzelli, CPA AUDIT COMMITTEE CHAIR Retired, Deloitte & Touche Michael Crawford CHAIRMAN OF THE BOARD President & CEO, Hall of Fame Resort & Entertainment Co. Jerome Bettis Pro Football Hall of Fame Class of 2015 6

8 STRATEGIC LOCATION TAPS INTO FOOTBALL FANDOM Birthplace of Professional Football 1,146 Pittsburgh Steelers 1,186 San Francisco 49ers 1,379 Dallas Cowboys 1,145 Cincinnati Bengals 1,185 Houston Texans 1,286 N ew York Jets 1,140 Tampa Bay Buccaneers 1,183 Buffalo Bills 1,262 New York Giants 1,137 Miami Dolphins 1,176 Atlanta Falcons 1,242 Green Bay Packers 1,117 Tennessee Titans 1,176 Washington Commanders 1,235 Los Angeles Rams 1,114 Arizona Cardinals 1,171 Baltimore Ravens 1,226 Denver Broncos 1,111 Chicago Bears 1,170 Detroit Lions 1,224 Philadelphia Eagles 1,111 Las Vegas Raiders 1,165 New England Patriots 1,206 Kansas City Chiefs 1,103 Cleveland Browns 1,164 Carolina Panthers 1,193 Seattle Seahawks 1,048 Indianapolis Colts 1,157 Minnesota Vikings 1,191 Los Angeles Chargers 1,151 Jacksonville Jaguars 1,189 New Orleans Saints 20 23 Total Attendance per NFL Team 2 (figures in thousands) Nearly half of NFL franchises are located within an 8 - hour drive 50 million people live within 300 miles of Hall of Fame Village 1 . Akron - Canton Airport provides direct flights to 20 airports . Teams in gold are located within 8 - hour drive of location 1 Source: StatsAmerica.org 2 Source: ESPN

INCREASING VISITATION THROUGH EVENTS, PROGRAMMING, AND ATTRACTIONS Attendance & Campus Visitors Heatmap illustrates home locations for US - based HOFV visitors. Source: Placer.ai data as of 06/18/24 9 Destination with Widespread Appeal • Multiple assets on site already bringing in millions of guests annually from across the country and around the world Distance from Home • Approximately 25% of HOFV guests live 50 miles or more away

Completed • $250M Assets already created Phase II* * Phase III 4. Center for Performance 5. Constellation Center for Excellence 6. Fan Engagement Zone (Retail Promenade) 7. Play - Action Plaza 8. A Hilton Tapestry Hotel (under construction) 9. HOFV Indoor Waterpark (under construction) Up to $300 Million in new assets across 600 acres of available land. May include a potential mix of residential space, additional attractions, entertainment, dining, merchandise and more. * Owned by Pro Football Hall of Fame ** DoubleTree by Hilton hotel open ed in downtown Canton in November 2020. 1. Pro Football Hall of Fame * 2. Tom Benson H all of F ame Stadium 3. ForeverLawn Sports Complex Phase I 10 LOCATED IN TOURISM DEVELOPMENT DISTRICT AND AN OPPORTUNITY ZONE Destination - Based Entertainment Assets 1 2 3 5 4 7 8 9 6 The Village is a 100 - acre sports and entertainment destination centered around the Pro Football Hall of Fame and dedicated to making legendary moments for fans and families throughout an immersive campus.

2023 HALL OF FAME GAME Tom Benson Hall of Fame Stadium 11 11

HOSTED 125+ EVENTS AND 18 EVENTS ON NATIONALLY TELEVISED EVENTS IN 2023 Tom Benson Hall of Fame Stadium Enshrinement Week • Annual Pro Football Hall of Fame Game – Starts the NFL season • Enshrinement Ceremony and Concert for Legends Black College Football Hall of Fame Classic Weekend • Host annual game since 2019 featuring two HBCU teams Women’s Football Alliance Division Championships • Largest, longest running & most competitive women’s tackle football league in the world; 5 - year partnership since in 2021 NFL Flag Event • First NFL Flag Championships and will feature over 280 teams of boys and girls OHSAA Football Championships • Host OHSAA’s state football championships across seven divisions USFL Semi - Final Playoff and Championship Games • Hosted two USFL teams in 2023 – Pittsburgh Maulers and New Jersey Generals • Hosted North Division semifinal and Championship games in 2023 Concerts, Music Festivals & Community Events • Kevin Hart, Bill Burr, Kidz Bop and Zac Brown Band in 2023 • Dave Chappelle, O’Jay’s and Gladys Knight in 2022 • Winter Blitz, Comedic and Music Festivals 12

KEY DRIVERS OF CAMPUS ATTENDANCE AND EVENTS ForeverLawn Sports Complex | Center for Performance 0 50 100 150 200 250 300 350 400 450 500 550 # of Attendees (in 000s) Total Sports Complex Attendance *Impacted by COVID - 19 13 ForeverLawn Sports Complex • Signed partnership with Josh Harris and David Blitzer • Seven full - size synthetic turf multi - purpose fields (3 added in Phase II) plus one full - size natural grass field with running track • Constructed Grand Plaza, restrooms, and food & beverage vending areas in Phase II to improve customer experience and further monetize the complex 13 Center for Performance • 135K sq. ft. facility and one of the largest fabric dome structures in U.S. • Multi - use facility for sports, conventions, and large events • Have hosted events ranging from multiple sporting events, college/career fairs, and lunch/dinner events since opening

PHASE II DEVELOPMENT DoubleTree Hotel | Constellation Center for Excellence DoubleTree Hotel • Opened November 2020 • 164 guest rooms • 11K sq. ft. of meeting space • Rank #1 in comp set for Occupancy, ADR, and RevPAR 2023 Satisfaction and Loyalty Tracking (“SALT”) Scores Overall Experience – Top 2% Overall Services – Top 2% Overall Accommodations – Top 2% Hilton Honors Appreciation – Top 3% Cleanliness of Guest Rooms – Top 2% Constellation Center For Excellence • 75K sq. ft. vibrant mixed - use setting • Includes dynamic office space & retail pads • Tenants including Starbucks, Driven Elite, Constellation Energy, Oswald Companies, 20 - 20 Ventures, Society Brands, and Touch Down Workplace 14

PHASE II DEVELOPMENT Play Action Plaza | Fan Engagement Zone 15 15 Play Action Plaza • 3.5 - acre green space adjacent to Fan Engagement Zone • Fun, football - themed area for recreation, events & informal gatherings • Amusement Rides with Red Zone giant wheel, Forward Pass zip line, and Spike It drop tower ride Fan Engagement Zone • 82K sq. ft. of unique restaurant & retail offerings • Sports entertainment & themed, experiential offerings • Tenants started opening in Q2 2023 15

Gameday Bay Waterpark | Tapestry Hotel Gameday Bay Waterpark • 120K sq. ft. waterpark including 85K sq. ft. of indoor waterpark wet space • Technology - driven, football - themed experiential attraction and only football - themed waterpark in the U.S. • Waterpark will include wave pool, lazy river, water slides, private cabanas, party rooms, and swim - up bar • Construction began December 2022 Tapestry Hotel • Part of Hilton’s Tapestry brand, the hotel will be located on north - end of HOFV campus adjacent to the Waterpark • 180 rooms upscale, football - themed guest rooms • 10K sq. ft. of meeting space • Provides on - campus lodging for on - campus guests • Expected to begin construction in Fall 2024 16

WORLD - CLASS CONTENT COMPANY Hall of Fame Village Media CONTENT DISTRIBUTION OPPORTUNITIES SOCIAL MEDIA STREAMIN G 18 The HOFV Media executes a content - development structure with a focus on producing original programming across all platforms; offering viewers unprecedented access to the greatest athletes and entertainers, intellectual property and events. Areas of Content Creation • Series • Films/Documentaries • Podcasts • Branded/Short - Form Content • Specials/Tentpole Events • Emerging Media BROADCAST OVER - THE - TO P Hall of Fame Village Media brings a 360 ° approach to content creation – offering a full suite of production services and first - class facilities

CONTENT CREATION ACROSS MULTIPLE CHANNELS Media Content Initiatives 19 The Perfect Ten A 90 - minute documentary that profiles the exclusive group of NFL athletes who are both Heisman Trophy winners and Pro Football Hall of Fame inductees. The documentary was FOX’s highest rated, prime time documentary since 2020. The “GOAT” Code Partnered with six - time Emmy Winner John Brenkus’ Brinx.TV to create "John Brenkus Presents: The GOAT Code." This ground - breaking show brings to life the scientific tangibles and intangibles behind the performance of the greatest football players of all time. Next Man Up A six - part docuseries that delves into the second school season of the NFL Alumni Academy. Set against the backdrop of the iconic Pro Football Hall of Fame and Hall of Fame Village, the series follows the journey of recently cut NFL players as they strive to get back into the league. Football Heaven Video podcast exploring some of the most fascinating stories and personalities in Pro Football history. Featured guests include Chris Berman, Doug Williams, Edgerrin James, Jerome Bettis, Jim Kelly, Joe Greene, Kurt Warner, Larry Little, and Warren Moon, among others. Inspired A celebration of inspirational NFL figures who have used their platform to help those in need while bringing people and their communities together. Inspired ’s pilot aired in June across Gray Television's nationally syndicated channels and was #1 broadcast within EXISTING CONTENT CURRENTLY AIRING Gone Fishin’ Features Hall of Fame head coach Jimmy Johnson and a collection of celebrity guests competing in fishing competitions and sharing stories. SAMPLE OF PROJECTS IN PIPELINE Hometown Heroes is a series of video shorts that follows Hall of Fame athletes from various sports as they visit their favorite places in the sports towns where they became famous. The Business of Athletes will follow current and former professional athletes from a variety of sports who are using their earnings from playing to start the businesses of their dreams.

Betting. Fantasy. Esports.

22 SPORTS BETTING Gold Summit Gaming PHYSICAL AND MOBILE PRESENCE TO CONNECT THROUGH HOFV ECOSYSTEM AS A SPORTS AND ENTERTAINMENT COMPANY, WE CREATE A UNIQUE AND ENGAGING EXPERIENCE FOR ALL SPORTS AND GAMING FANS SPONSORSHIP EQUITY OWNERSHIP Favorable Developments on Regulatory Deadlines • Rule Amendments (5/15/24): OCCC recently approved amendments giving the Executive Director discretion to extend compliance periods. A waiver was approved, allowing all licensees the full length of their licensure period for compliance. • New Deadline: HOFV now has until December 31, 2027, to accept at least one retail sports bet on campus.

ESPORTS, FANTASY& GAMING Gold Summit Gaming 23 ESPORTS FANTASY SPORTS GAMING Deliver exceptional experiences and foster connections among fans and enthusiasts through innovative virtual and in - person methods. • Monetize events through sponsorships, merchandise, and ticket sales. • Continue to b uild strong relationships with top brands and influencers in the esports and gaming industries. • Foster partnerships with key players in related industries to expand the HOFV network. • Develop one - of - a - kind events to attract a diverse audience. Largest Fantasy Football Event in U.S. National Broadcast of ACL Tournament Attract World Ranked Gamers for Events

Sponsorship | Partnerships 24

FINANCIALS

REVENUE GROWTH AND IMPROVING OPERATIONAL EFFICIENCIES Financial Growth 26 Note: Figures in Dollars and Millions Long - Term Financial Target $150M in Revenue and $50M Adjusted EBITDA when stabilization is achieved FY2022 Actual $(26.0M) Adjusted EBITDA $16.0M Revenue FY2023 Actual $(25.5M) Adjusted EBITDA $24.1M Revenue FY2024 Guidance Loss in Mid - Teens Range Adjusted EBITDA $24M - $27M Revenue

27 ACTIVELY WORKING TO IMPROVE BALANCE SHEET Debt Profile HOFV HAS LENGTHENED WEIGHTED AVERAGE MATURITY; KEPT WEIGHTED AVERAGE INTEREST RELATIVELY UNCHANGED IN RISING INTEREST RATE ENVIRONMENT DURING DEVELOPMENT UTILIZED ATTRACTIVE LONGER - TERM, LOWER INTEREST RATE PUBLIC FINANCING INSTRUMENTS ACTIVELY WORKING TO IMPROVE DEBT PROFILE $34.8 $4.1 $13.7 $11.0 $96.8 $ 51.6 $ 22.5 FY24 FY25 FY26 FY27 FY28 Beyond FY28 $ in millions Loan Maturity By Fiscal Year $52.5 $31.1 $4.3 $16.8 $11.0 $113.5 FY24 FY25 FY26 FY27 FY28 Beyond FY28 $ in millions Loan Maturity By Fiscal Year Current Profile Total Debt - $229.2M Weighted Average Maturity – 8.4 years Weighted Average Interest – 8.1% Total Debt - $233.0 Weighted Average Maturity – 9.7 years Weighted Average Interest – 8.2% Debt Extended on March 31, 2024 Debt Restructured/Extended In Q2 2024 Profile as of Q4 2023

CREATING A MULTI - DIMENSIONAL DESTINATION, MEDIA & GAMING COMPANY Present & Future Revenue Streams Destination - Based/Physical Assets Offsite & Non - Physical Assets Synergistic Revenue Enhancement Stadium Waterpark Hotels Play - Action Plaza & Retail ForeverLawn Sports Complex Centers for Excellence & Performance Sports Betting, Fantasy Sports & ESports Sponsorships & Media 28

APPENDIX

Non - GAAP Reconciliation 30 12 Months Ended December 31, 2023 12 Months Ended December 31, 2022 Adjusted EBITDA reconciliation ($ in millions) ($69.7) ($46.9) Net (loss) income attributable to HOFRE stockholders - - (Benefit from) provision for income taxes 18.8 5.4 Interest expense 15.1 12.0 Depreciation expense 3.6 6.3 Amortization of note discounts ($32.3) ($23.3) EBITDA - 6.4 Loss on extinguishment 8.8 - Impairment expense (4.3) (0.6) Other income (0.7) (9.4) Change in fair value of warrant liability (0.2) 0.2 Change in fair value of interest rate swap 2.1 - Change in fair value of securities available for sale 1.1 1.1 Preferred stock dividends (0.1) (0.3) Non - controlling interest ($25.5) ($26.0) Adjusted EBITDA

Forward - Looking Statements Certain statements made herein are "forward - looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words and phrases such as "plan," "opportunity," "future," "will," "goal," "enable," "pipeline," "transition," "move forward," "towards," "build out," "coming" , "commitment" and "look forward" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters . These forward - looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside the Company's control, which could cause actual results or outcomes to differ materially from those discussed in the forward - looking statements . Important factors that may affect actual results or outcomes include, among others, the Company's ability to manage growth ; the Company's ability to execute its business plan and meet its projections, including obtaining financing to construct planned facilities and for working capital ; litigation involving the Company ; changes in applicable laws or regulations ; general economic and market conditions impacting demand for the Company's products and services, and in particular economic and market conditions in the resort and entertainment industry ; increased inflation ; the inability to maintain the listing of the Company's shares on Nasdaq ; and those risks and uncertainties discussed from time to time in our reports and other public filings with the SEC . The Company does not undertake any obligation to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law . 31

Statement Regarding Use of Non - GAAP Financial Measures Hall of Fame Resort and Entertainment Company (“HOFV” or “Company”) reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”) . The presentation includes references to the following non - GAAP financial measures : EBITDA and adjusted EBITDA . These are important financial measures used in the management of the business, including decisions concerning the allocation of resources and assessment of performance . Management believes that reporting these non - GAAP financial measures is useful to investors as these measures are representative of the Company’s performance and provide improved comparability of results . See the table below for the definitions of the non - GAAP financial measures referred to above and corresponding reconciliations of these non - GAAP financial measures to the most comparable GAAP financial measures . Non - GAAP financial measures should be viewed as additions to, and not as alternatives for the Company’s results prepared in accordance with GAAP . In addition, the non - GAAP measures the Company uses may differ from non - GAAP measures used by other companies, and other companies may not define the non - GAAP measures the Company uses in the same way . Additional Information The following trademarks and corresponding logos are the trademarks of their respective owners: Pro Football Hall of Fame, Bl ack College Football Hall of Fame, National Football League (“NFL”), NFL Flag, The Women’s Football Alliance, NCAA, OHSAA, Carrie Underwood, Bert Kreischer’s Fully Loaded Comedy Festival, ForeverLawn , Josh Harris, David Blitzer, DoubleTree, Hilton Worldwide Holdings Inc, Constellation Energy, Starbucks, Driven Elite, Oswal d C ompanies, ARCO Construction, 20 - 20 Ventures, Society Brands, Don Shula’s American Kitchen, The Pizza Oven, Build - A - Bear Workshop, Perfect Pour, Heggy’s Nut Shop, SMOOSH Cookies, The Brew Kettle, Visit Canton, TopGolf Swing Suite, Facebook, Instagram, Twitter, TikTok, Snapchat, FOX Corporation, Fo x Sports, NFL Network, CBS All Access, YouTube TV, Twitch, Disney+, Amazon.com, Max, Netflix, Fox Sports Films, Redzone from NFL Network, Warren Moon, Jim K ell y, Kurt Warner, H2H, Reach TV, Jimmy Johnson, Edgerrin James, Betr , Fantasy Football Advice Network, The Fantasy Football Expo, Aultcare, Beam Suntory, Beaver Constructors Inc., Blue Technologies, Cardinal Group, Cleveland Clinic, Coca Cola Consolidated, Commscope , Constellation, Dave & Buster’s, Enviroscapes , Forest City Erectors Inc., Hendrickson, Hilscher - Clarke Electric Company, Kimble, OCP, Ohio Lottery, RC Glass, Sherwin Williams, Sugardale , Turner Construction, Zac Brown Band, Joe Thomas NFL Football Teams: New England Patriots, New York Giants, New York Jets, Washington Commanders, Baltimore Ravens, Philadelph ia Eagles, Buffalo Bills, Pittsburgh Steelers, Detroit Lions, Cleveland Browns, Cincinnati Bengals, Indianapolis Colts, Chicago Bears, Green Bay Packers, Minnesot a V ikings, Kansas City Chiefs, Tennessee Titans, Carolina Panthers, Atlanta Falcons, Jacksonville Jaguars, Tampa Bay Buccaneers, Miami Dolphins, New Orleans Saints, H ous ton Texans, and Dallas Cowboys 32

For more information, please contact: Investor Relations (330) 458 - 9176 Investor.Relations@hofreco.com 2014 Champions Gateway, Suite 100 Canton, OH 44708 https//ir.hofreco.com