false
0001708176
0001708176
2024-09-11
2024-09-11
0001708176
HOFV:CommonStock0.0001ParValuePerShareMember
2024-09-11
2024-09-11
0001708176
HOFV:WarrantsToPurchase0.064578SharesOfCommonStockMember
2024-09-11
2024-09-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
September 11, 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, Suite 100
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.
Effective
September 11, 2024, HOF Village Newco, LLC, a wholly-owned subsidiary of Hall of Fame Resort & Entertainment Company (“Newco”),
and National Football Museum, Inc., doing business as the Pro Football Hall of Fame (“PFHOF”), entered into an Amended and
Restated Global License Agreement (“A&R Agreement”). The A&R Agreement replaces the Global License Agreement the parties
had previously entered into on April 8, 2022.
The
A&R Agreement sets forth the terms under which PFHOF licenses certain marks and works to Newco to utilize existing PFHOF marks and
works in a HOFV proposed project. Newco’s bona fide use of PFHOF marks shall be in connection with the Village campus, youth sports
programs, e-gaming, and/or video games, and such other fields of use that are not specifically set forth. Newco’s use and license
rights of PFHOF marks and/or works vary based on the nature of the proposed project and are subject to PFHOF’s approval in each
instance. In connection with any proposed project approved by PFHOF or use of any PFHOF work as approved by PFHOF, HOFV and PFHOF shall
mutually agree on the license fee and/or royalty to be paid to PFHOF in connection therewith taking into consideration all relevant factors
and uses thereof. The previous Global License Agreement required Newco to pay PFHOF an annual license fee of $900,000 in the first contract
year, inclusive of calendar years 2021 and 2022; an annual license fee of $600,000 in each of contract years two through six; and an annual
license fee of $750,000 per year starting in contract year seven through the end of the initial term. The A&R Agreement removes the
requirement of payment of an annual license fee moving forward and in exchange for Newco executing the A&R Agreement, PFHOF has agreed
to expressly waive payment of the annual license fee of $600,000 for 2024, which was invoiced in January and July. The A&R Agreement
is effective September 11, 2024, and shall terminate on December 31, 2024. Thereafter, the A&R Agreement shall automatically renew
for successive 1-year terms, unless either party gives written notice of intent not to renew at least sixty (60) days prior to the expiration
of the then current term.
The
foregoing description of the A&R Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of the A&R Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: September 17, 2024 |
|
|
Exhibit 10.1
AMENDED AND RESTATED GLOBAL
LICENSE AGREEMENT
THIS AMENDED AND RESTATED GLOBAL
LICENSE AGREEMENT (this “Agreement”) is made as of this 11th day of September 2024, which is also
the date of the last signature hereto (the “Effective Date”), between NATIONAL FOOTBALL MUSEUM, INC.,
an Ohio non-profit corporation, doing business as Pro Football Hall of Fame (hereinafter “PFHOF”) and HOF
VILLAGE NEWCO, LLC, a Delaware limited liability company (hereinafter “HOFV”), each a “Party”
and collectively, the “Parties”, and amends, restates, replaces, and supersedes in its entirety that certain
Global License Agreement between NATIONAL FOOTBALL MUSEUM, INC., an Ohio non-profit corporation, doing business as Pro Football Hall of
Fame, and HOF VILLAGE NEWCO, LLC, a Delaware limited liability company, dated April 8, 2022 (“Original Global Agreement”).
RECITALS
| A. | Certain disputes have arisen between the Parties related to the Original Global Agreement including HOFV’s
non-payment of the Annual License Fee in the amount of $600,000. |
| B. | PFHOF has conditioned its willingness to waive non-payment of the Annual License Fee in the amount of
$600,000 based on HOFV’s execution of this Agreement. |
| C. | The Parties have determined that it is appropriate and in each of the Parties’ best interest to
amend, restate, replace, and supersede the Original Global Agreement in its entirety with this Agreement. |
AGREEMENT
NOW THEREFORE, based upon the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,
the Parties agree as follows:
| 1.1 | “Affiliate” with respect to a Party shall mean any entity that is directly or
indirectly controlled by, or is under common control with that Party. For purposes of this definition of Affiliate, “control”
means an equity or income interest of fifty percent (50%) or more, or the possession of the power, directly or indirectly, to direct or
cause the direction of the management and policies of the Affiliate, whether through the ownership of voting securities, by contract,
or otherwise. |
| 1.2 | “Exploit” or “Exploitation” means, except as set forth
in this Agreement, to reproduce, distribute, digitally transmit, publish, publicly perform or otherwise display via any and all means
of video or audio-visual media, or other means of distribution, as to manner, frequency or duration of use including, but not limited
to: film, television, streaming, short-form streaming, social media, SVOD, IVOD, pay per view, OTT, physical media, theatrical professional/non-professional
productions, location based entertainment, music, publishing (both physical and digital), holographic mediums, projection mapping, haptic
mediums, non-fungible tokens, as well as any marketing, advertising, and promotional activities thereof in any medium currently existing
or hereinafter created. |
| 1.3 | “Information” means any and all ideas, concepts, data, know-how, discoveries,
improvements, methods, techniques, technologies, systems, specifications, analyses, products, practices, processes, procedures, protocols,
research, tests, trials, assays, controls, prototypes, formulas, descriptions, formulations, submissions, communications, skills, experience,
knowledge, plans, objectives, algorithms, reports, results, conclusions and other information and materials, irrespective of whether or
not copyrightable or patentable and in any form or medium (tangible, intangible, oral, written, electronic, observational or other) in
which such Information may be communicated or subsist. Without limiting the foregoing sentence, Information includes any technological,
engineering, manufacturing, scientific, business, legal, patent, organizational, commercial, operational, or financial materials or information. |
| 1.4 | “Intellectual Property” means all patentable and un-patentable inventions, mask
works, works of authorship or expression and their derivatives, including computer programs, data collections and databases, and trade
secrets, and other Information, as well as any trademarks, trade dress, and any goodwill relating thereto. |
| 1.5 | “Jointly Developed Intellectual Property” means all Intellectual Property authored,
made, invented, developed, created, conceived, or reduced to practice jointly by the parties after the Effective Date as a result of joint-development
sessions in which each Party materially contributes, and which incorporates aspects of both Intellectual Property of HOFV and Intellectual
Property of PFHOF. For the avoidance of doubt, Jointly Developed Intellectual Property does not include derivative works or any enhancement,
modification, adaptation or other improvement to Intellectual Property of HOFV and Intellectual Property of PFHOF, regardless of the source
of such enhancement, modification, adaptation or other improvement. |
| 1.6 | “Person” means any natural person, corporation, partnership, association, limited
liability company, joint venture, trust, estate, joint stock company or other similar organization, government or political subdivision
thereof, or any other entity. |
| 1.7 | “PFHOF Marks” shall mean those trademarks, service marks, logos, and trade dress,
owned by PFHOF, along with any registrations of the foregoing, and any amendments/modifications thereto, and any goodwill associated therewith
as set forth in Exhibit A, as attached hereto and incorporated herein. |
| 1.8 | “PFHOF Works” or “PFHOF Work” shall mean the written,
audio, visual, audiovisual, or choreographic works and their derivatives currently or hereafter owned by or freely sub-licensable by PFHOF. |
| 1.9 | “President” shall mean James Arthur Porter or his successor(s), in his capacity
as President of the National Football Museum, Inc. |
| 1.10 | “Village” shall mean Hall of Fame Village located in Canton, Ohio, including
but not limited to (i) Tom Benson Hall of Fame Stadium; (ii) Play Action Plaza; (iii) The Eleven, Hilton Tapestry Hotel; (iv) Constellation
Center for Excellence; (v) Center for Performance; (vi) Hall of Fame Experience; (vii) Hall of Fame Water Park; (viii) Hall of Fame Retail
Promenade (excluding tenants of the Hall of Fame Promenade); (ix) any and all parking facilities (both underground and surface); and (x)
any and all additional components added therein, provided such components or additions are located in Canton, Ohio. |
| 2. | GRANT OF RIGHTS - PFHOF MARKS AND PFHOF WORKS |
| 2.1 | PFHOF Marks Use Rights on Request. If, during the Term, HOFV is considering a bona fide use of
the PFHOF Marks in conjunction with (i) the Village, which for purposes of clarity shall include any hotel, restaurant, sports bar, or
other similar general or specific location based entertainment within the Village campus, (ii) youth sports programs (excluding NFL-sponsored
youth sports programs similar to those currently conducted in the City of Canton, Ohio using PFHOF Marks), (iii) e-gaming and/or video
games, and (iv) such other fields of use that are not specifically set forth above (each use in connection with the categories (i) through
(iv) shall be referred to individually as a “Proposed Project”), HOFV will promptly communicate such request
for use of such PFHOF Marks in connection with a Proposed Project to representatives of PFHOF, and provide to PFHOF the specific terms,
business plan, and any other relevant information requested by PFHOF relating to such Proposed Project. Following the receipt of such
notice and information related to a Proposed Project, PFHOF shall have a period of fourteen (14) days (or such greater length of time
which PFHOF believes is reasonably necessary under the circumstances) to review, consider, and accept such proposal from HOFV to use the
PFHOF Marks in connection with a Proposed Project. The Parties acknowledge and agree that PFHOF has the absolute right to approve each
Proposed Project, which approval will be in PFHOF’s sole, absolute, and subjective discretion. Upon PFHOF’s approval with
respect to any such Proposed Project, HOFV (and its Affiliates and permitted licensees) may pursue the applicable approved Proposed Project
so long as such use of the PFHOF Marks is in strict conformance with the Proposed Project as approved by PFHOF (including any proposed
sublicenses in accordance with Section 2.3). |
| 2.2 | PFHOF Works License Rights on Request. If, during the Term, HOFV is considering a bona fide use
to (a) Exploit the PFHOF Works and (b) edit, supplement or otherwise adapt, all subject to the approval of PFHOF (such approval shall
be in the sole and absolute discretion of PFHOF ), incorporate or otherwise utilize, the PFHOF Works to create, produce and Exploit new,
non-derivative original work(s) (each such non-derivative work in this clause (b), a “HOFV Work”) HOFV will
promptly communicate such request for use of such PFHOF Works in connection with a HOFV Work to representatives of PFHOF, and provide
to PFHOF the specific terms, business plan, and any other relevant information requested by PFHOF relating to such HOFV Work. Following
the receipt of such notice and information related to a HOFV Work, PFHOF shall have a period of fourteen (14) days (or such greater length
of time which PFHOF believes is reasonably necessary under the circumstances) to review, consider, and accept such proposal from HOFV
to use the PFHOF Works in connection with a HOFV Work. The Parties acknowledge and agree that PFHOF has the absolute right to approve
each use of the PFHOF Works in connection with the HOFV Work, which approval will be in PFHOF’s sole, absolute, and subjective discretion.
Upon PFHOF’s approval with respect to any such use of the PFHOF Works in connection with the HOFV Work, HOFV (and its Affiliates
and permitted licensees) may pursue the applicable approved use of the PFHOF Works in connection with the HOFV Work so long as such use
of the PFHOF Works is in strict conformance with the proposed use of the PFHOF Works in connection with the HOFV Work. Any HOFV Works
created pursuant to this Agreement shall exclusively be owned by HOFV or its Affiliates; provided, however, that, (i) PFHOF
shall own all right, title, interest, and copyright in and to the underlying PFHOF Works, and (ii) HOFV and its Affiliates ownership is
subject in all events to any rights restrictions and the terms of the license (including the term of such license) granted by PFHOF in
connection with such HOFV Work. Notwithstanding the foregoing, to the extent any HOFV Work incorporates any HOFV trademarks, service marks,
or trade dress (“HOFV Trademarks”), use of such HOFV Trademarks shall inure solely to HOFV’s benefit.
PFHOF shall not, and shall cause its Affiliates, whether during the Term or thereafter, challenge (a) the rights of HOFV in and to any
HOFV Work, (b) the validity of any HOFV Work, (c) HOFV’s right to grant rights or licenses relating to the HOFV Works, (d) the validity
and HOFV’s right to any HOFV Trademarks, and (e) the validity, legality, or enforceability of this Agreement. |
| 2.3 | Restriction Further Uses. If, in connection with a license grant in Section 2.1 or 2.2, HOFV or
its Affiliates want to use the PFHOF Marks or PFHOF Works on websites, packaging materials, marketing, advertising, and promotional activities
including HOFV- or Affiliate-controlled social media, HOFV or Affiliate mobile apps, and in HOFV’s and its Affiliates’ online
and offline marketing materials, packaging materials, and communications, HOFV shall specifically request such use(s) as part of its request
under Section 2.1 or Section 2.2, which uses must be explicitly described with all relevant information. The Parties acknowledge and agree
that PFHOF has the absolute right to approve each use described in this Section 2.3, which approval will be in PFHOF’s sole, absolute,
and subjective discretion. |
| 2.4 | Sublicensing. The license granted
in Section 2.1 or Section 2.2 may only be sublicensed with respect to a Proposed Project
or proposed approved use of the PFHOF Works provided that such sublicensee has been preapproved
in writing by PFHOF (which shall include any material changes or modifications to any previously
approved Proposed Project or use of the PFHOF Works). The Parties acknowledge and agree that
PFHOF has the absolute right to approve each sublicensee, which approval will be in PFHOF’s
sole, absolute, and subjective discretion. Further, as part of the approval of a particular
sublicensee, (i) HOFV shall provide
to PFHOF such background, financial and other information available to HOFV related to each
sublicensee as PFHOF may request; (ii) HOFV and its Affiliates shall cause each such
sublicensee to comply with all terms and conditions of this Agreement; and (iii) neither
HOFV nor its Affiliates shall be relieved of any of its obligations under this Agreement
as a result of any such sublicense, and will be primarily responsible for any acts or omissions
of each such sublicensees in connection with any such project. |
| (a) | HOFV agrees to indemnify, defend, and hold harmless PFHOF, its Affiliates, and their respective employees,
officers, directors, agents, representatives, and successors and assigns from and against any and all claims, demands, liabilities, losses,
suits, damages, costs (including, without limitation, costs of investigation), and expenses, including reasonable attorneys’ fees,
arising out of or related to HOFV’s, its Affiliates’, or its sublicensees’ (i) use of the PFHOF Marks or PFHOF Works,
(ii) any breach by HOFV of any covenant, warranty, representation, obligation, or agreement made under this Agreement, or (iii) any claim
of infringement of any intellectual property right arising out of the misuse or misappropriation of the PFHOF Marks or PFHOF Works. |
| (b) | PFHOF agrees to indemnify, defend, and hold harmless HOFV, its Affiliates, and their respective employees,
officers, directors, agents, representatives, and successors and assigns from and against any and all claims, demands, liabilities, losses,
suits, damages, costs (including, without limitation, costs of investigation), and expenses, including reasonable attorneys’ fees,
arising out of or relating to (i) HOFV’s or its Affiliates’ authorized use of the PFHOF Works, as permitted by, and in accordance
with, the terms of this Agreement, (ii) any breach by PFHOF of any warranty, representation, obligation, or agreement made under this
Agreement, or (iii) PFHOF’s use of the HOFV Works in breach of this Agreement, or any claim of infringement of any intellectual
property right arising out of the misuse or misappropriation of the HOFV Works by PFHOF. |
| 2.6 | Limitations; Restrictions on Use; Non-Disparagement. |
| (a) | Except for the rights granted under this Agreement in connection with a Proposed Project that has been
approved by PFHOF under Section 2.1 or use of the PFHOF Works as approved under Section 2.2, HOFV and its Affiliates hereby acknowledge
and agree that neither HOFV nor its Affiliates have any right, title, interest, or ownership in and to the PFHOF Marks or the PFHOF Works,
and further agree that they will not claim any right, title, interest, or ownership in or to any of the PFHOF Marks or PFHOF Works. HOFV
and its Affiliates agree not to challenge the validity of the PFHOF Marks or PFHOF Works. Further, HOFV and its Affiliates acknowledge
and agree that PFHOF is the sole and exclusive owner of the PFHOF Marks and PFHOF Works and of all associated federal registrations and
pending registrations and that HOFV and its Affiliates shall do nothing inconsistent with such ownership. All rights not expressly granted
by PFHOF are hereby expressly reserved by PFHOF. |
| (b) | HOFV and its Affiliates shall not disparage or in any way portray the PFHOF Marks or PFHOF Works in a
negative light. HOFV and its Affiliates shall use all reasonable endeavors to ensure that in exercising their rights and carrying out
their obligations under this Agreement they do nothing to injure, bring into disrepute, ridicule, or lessen the public reputation, goodwill,
or favorable image of PFHOF. HOFV and its Affiliates shall not modify, alter, or change the PFHOF Marks or PFHOF Works in any manner.
Upon request, PFHOF may request, and HOFV and its Affiliates must provide, samples of goods and advertisements for services offered under
the PFHOF Marks or PFHOF Works for PFHOF’s inspection, review, and approval. |
| (c) | HOFV and its Affiliates shall not use the PFHOF Marks or PFHOF Works except as expressly agreed pursuant
to and in connection with a Proposed Project that has been approved by PFHOF under Section 2.1 or use of the PFHOF Works under Section
2.2. HOFV and its Affiliates further agree that they shall not assign or otherwise transfer their rights to the PFHOF Marks or PFHOF Works
under this Agreement to any other party whatsoever. |
| 3. | JOINTLY DEVELOPED INTELLECTUAL PROPERTY |
All Jointly Developed Intellectual
Property, whether or not patentable or copyrightable , shall be owned by PFHOF. The Parties shall only file applications directed to any
Jointly Developed Intellectual Property upon mutual agreement of the Parties and only if such applications name both Parties as joint
owners. In such event, the Parties agree to share equally in the costs of obtaining and maintaining such applications (both U.S. and foreign)
and any issued patents and copyrights. The Parties agree to cooperate in determining whether to prepare and execute documents necessary
to effect such patent and copyright filings, including where and if to foreign file. In the event of such Jointly Developed Intellectual
Property, the Parties agree to negotiate in good faith regarding the commercialization of such Jointly Developed Intellectual Property,
and agree further that neither Party shall have the right to make, to have made, use, sell, have sold, export and import products using
or incorporating such Jointly Developed Intellectual Property or exploit such Jointly Developed Intellectual Property without the other
Party’s written consent. The Parties agree to negotiate such commercialization and exploitation terms in good faith, taking into
account their relative contributions to the development of the Jointly Developed Intellectual Property and the standards of the industry.
| 4. | PRIOR NOTICE WITH REGARD TO HALL OF FAMERS |
To the extent HOFV or its
Affiliates wish to communicate with those individuals inducted into the Pro Football Hall of Fame, HOFV shall give the President advanced
written notice of their intentions to communicate with such parties.
| 5.1 | Unless otherwise terminated as provided herein, the term of this Agreement shall commence on the Effective
Date and shall terminate on December 31, 2024 (“Term”). Thereafter, the Agreement shall automatically renew
for successive 1-year terms (each a “Term”), unless either Party gives written notice to the other Party of
intent not to renew at least sixty (60) days prior to the expiration of the then current Term. |
| 5.2 | Either Party shall have the right to terminate this Agreement at any time for an uncured material breach
by the other Party, provided that the non-breaching Party provides prior written notice to the breaching Party, specifying the alleged
material breach, and further provided that the breaching Party shall have fifteen (15) days after receipt of such notice to cure the material
breach, to the reasonable satisfaction of the non-breaching Party. |
| 5.3 | Either Party may terminate this Agreement immediately upon giving notice if the other Party ceases to
conduct its operation in the normal course of business, including the inability to meet its obligations as they mature, or if any proceeding
under the bankruptcy or insolvency laws is brought by or against the other Party, or a receiver or custodian is appointed or applied for
by the other Party, or an assignment for the benefit of creditors or a sale or transfer of all or substantially all of its assets/property
is made by the other Party. |
| 5.4 | Upon the expiration or termination of this Agreement, the rights and obligations of the Parties under
this Agreement shall be terminated, except as provided herein. Upon termination, HOFV and its Affiliates and sublicensees shall immediately
cease any and all use of the PFHOF Marks and shall return all PFHOF Marks to PFHOF, and destroy any copies made. |
In
connection with any Proposed Project approved by PFHOF or use of any PFHOF Work as approved by PFHOF, HOFV and PFHOF shall mutually agree
on the license fee and/or royalty to be paid to PFHOF in connection with such approved Proposed Project or use of any PFHOF Work taking
into consideration all relevant factors and uses thereof. For the avoidance of doubt, upon execution of this Agreement PFHOF expressly
waives HOFV’s non-payment of the Annual License Fee in the amount of $600,000 for 2024.
In the event either Party
is unable to comply fully with its obligations (other than payment obligations) under this Agreement because of laws, strikes, catastrophe,
drought, shortage of water or other action of the elements, temporary or permanent shutdown due to regulatory or other governmental actions,
or Acts of God or other matters beyond its control, such Party shall, while so affected, be relieved to the extent thus prevented from
performing its obligations hereunder but in such event shall take reasonable measures to remove the disability and resume full performance
hereunder at the earliest possible date.
HOFV represents and warrants
that it carries and maintains a policy of: (a) Commercial General Liability insurance and (b) Errors and Omissions Insurance (including,
without limitation, Media Liability insurance). Each of the foregoing insurance policies shall have limits of no less than two million
dollars ($2,000,000) per occurrence and in the aggregate. Such policies shall name PFHOF and its Affiliates as additional insureds on
a primary and non-contributory basis thereunder and require the insurance company to endeavor to give the additional insured of at least
thirty (30) days’ prior written notice of any cancellation thereof. HOVF agrees to furnish PFHOF with certificates of insurance
evidencing the foregoing insurance coverage, upon written request. Such policy or policies shall be maintained with reputable insurers
licensed to write such insurance in the State of Ohio and which are rated not lower than A-, VII by A.M. Best. The required policy limits
can be provided by a combination of primary and excess liability satisfactory to PFHOF.
| (a) | “Confidential Information” means all forms of confidential information, including
technical information and business information, disclosed by one Party or its Affiliates (the “Disclosing Party”)
to the other Party or its Affiliates (the “Receiving Party”) during the Term in connection with this Agreement,
that is identified or marked as confidential or is information that is of a nature that is customarily regarded as confidential, whether
disclosed in electronic, tangible, oral, or visual form; provided that oral or visual disclosures shall be deemed confidential only if
they are confirmed as confidential in writing by the Disclosing Party prior to or at the time of disclosure or within thirty (30) days
thereafter, or if the Receiving Party should reasonably know that such visual or oral disclosures are intended to be confidential. Confidential
Information shall not include such information that: (i) as of the date of disclosure is known to the Receiving Party or its Affiliates,
as shown by written documentation; (ii) was independently developed by the Receiving Party or its Affiliates without access to the Disclosing
Party’s Confidential Information; (iii) as of the date of disclosure is in, or subsequently enters, the public domain, through no
fault of the Receiving Party; or (iv) as of the date of disclosure or thereafter is obtained from a third party free from any obligation
of confidentiality to the Disclosing Party. |
| (b) | Each Receiving Party agrees: (i) not to disclose, make public, or authorize any disclosure or publication
of such Confidential Information of the Disclosing Party except as expressly permitted herein; (ii) to take reasonable measures to protect
the confidentiality of the Disclosing Party’s Confidential Information exercising the same degree of care to preserve and safeguard
the Disclosing Party’s Confidential Information as it uses to preserve and safeguard its own Confidential Information, but in no
event less than a reasonable degree of care; (iii) to restrict access to such Confidential Information to only those officers, directors,
or employees of the Receiving Party or its Affiliates or representatives who have a need to know such Confidential Information and who
are bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iv) not to remove any confidential
or proprietary markings or designations placed by the Disclosing Party on such Confidential Information. The Receiving Party and its Affiliates
shall not use the Disclosing Party’s Confidential Information for any purpose except as permitted by this Agreement. |
| (c) | The confidentiality obligations contained herein shall not apply to the extent that the Receiving Party
is required to disclose the information by law, order, or regulation of a governmental agency or a court of competent jurisdiction; provided
that, in each such case, the Receiving Party shall give written notice thereof to the Disclosing Party and sufficient opportunity to prevent
or limit any such disclosure or to request confidential treatment thereof; and provided further, that the Receiving Party shall give reasonable
assistance to the Disclosing Party to preserve the information as confidential. |
| (d) | Upon termination of this Agreement, each Receiving Party shall return to the Disclosing Party (or at the
Disclosing Party’s direction, destroy) all Confidential Information of the Disclosing Party that is in the possession, custody,
or control of the Receiving Party. HOFV shall be permitted to retain copies of PFHOF’s Confidential Information as necessary to
allow HOFV to exercise its post-termination rights with respect to such information. |
| (e) | Each Party acknowledges that a breach or threatened breach of this Section on its part shall result in
irreparable and incalculable damages to the other Party. Therefore, in addition to any action by either Party for collection of damages
resulting from the breach of this Agreement, such Party shall also be entitled to immediate injunctive relief, restraining the other Party
from continued or threatened breach of this Agreement. Each Party further agrees that, upon a finding of a breach of the terms of this
Agreement on its part, such Party shall pay to the other Party the costs and expenses, including reasonable attorneys’ fees, which
the other Party incurs in enforcing the terms of this Agreement. |
| 9.2 | Notices. Any notice required or permitted by this Agreement will be in writing and delivered as
follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written
verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgement of receipt of electronic transmission; or (iv)
by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the appropriate address
set forth below or such other address as to which the Parties have been notified hereunder. |
| 9.3 | Compliance with Laws and Regulations. Each of HOFV, PFHOF, and their respective Affiliates as applicable,
agrees to be in material compliance with all federal, state, and local laws, ordinances, and regulations applicable to its respective
operations and to obtain and maintain all licenses and permits required by law necessary for each of their respective operations. |
| 9.4 | Governing Law and Arbitration. |
| (a) | This Agreement will be governed in all respects by the laws of the State of Ohio (without regard to conflicts
of law provisions), as such laws are applied to agreements entered into and to be performed entirely within the State of Ohio between
Ohio residents. |
| (b) | Any dispute between the Parties concerning the scope or interpretation of this Agreement shall be submitted
to binding arbitration in accordance with the Rules of Commercial Arbitration of the American Arbitration Association in effect on the
date that a dispute is submitted to arbitration (the “Rules”). The arbitration shall be held in Canton, Ohio,
and shall be before a panel of three arbitrators, one chosen by each of the Parties and a third chosen by the two arbitrators so chosen
by the Parties. Not less than fifteen (15) days prior to the arbitration, each Party shall submit to the other the documents and a list
of witnesses it intends to interview or call in the arbitration. The arbitrators shall apply the substantive law of the State of Ohio
with regard to any dispute that becomes the subject of arbitration, and the arbitrators will be so instructed. The arbitrators shall issue
a written opinion stating the findings of fact and the conclusions of law upon which the decision is based. The decision of the arbitrators
shall be final and binding. |
| (c) | In any action, suit, proceeding, claim, or counterclaim brought to enforce this Agreement or any of its
provisions, the Party that prevails in any such action, suit, proceeding, claim, or counterclaim (the “Prevailing Party”)
shall recover its costs, fees, and expenses, including, but not limited to, the reasonable costs, fees, and expenses of attorneys and
outside experts (collectively, “Expenses”), from the other Party (the “Non-Prevailing Party”),
and the court or arbitration panel shall be so instructed to determine which Party is the Prevailing Party, to grant the recovery of the
Expenses incurred by the Prevailing Party, and to order the Non-Prevailing Party to pay the Expenses of the Prevailing Party. |
| 9.5 | Severability. Should any provision of this Agreement be held by a court of competent jurisdiction
to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will
not be affected or impaired thereby. |
| 9.6 | Waiver. The waiver by either Party of a breach of any provision of this Agreement by the other
Party will not operate or be construed as a waiver of any other or subsequent breach by such other Party. |
| 9.7 | Authority. Each Party warrants and represents that such Party’s execution and delivery of
this Agreement has been duly authorized by proper corporate or limited liability company action and that this Agreement is a binding obligation
of such Party enforceable in accordance with its terms. |
| 9.8 | Independent Contracting Parties. The Parties are independent contracting parties and nothing in
this Agreement shall make either Party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either
Party the authority to assume or create any obligation on behalf of or in the name of the other. Furthermore, the Parties shall remain
separate and independent contracting parties and nothing in this Agreement shall make either Party subject to a joint venture agreement
or other mutual arrangement between the Parties. |
| 9.9 | Assignment. Neither Party may assign this Agreement or any interest herein, by operation of law
or otherwise, without the prior written consent of the other Party. |
| 9.10 | Frustration of Purpose. Neither Party shall avoid or seek
to avoid the observance or performance of any of the terms to be observed or performed by it under this Agreement, but shall at all times
in good faith cooperate in the carrying out of all the provisions of this Agreement. |
| 9.11 | Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating
to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, including
the Original License Agreement, First Amended and Restated License Agreement, and the Amended and Restated Media License Agreement. This
Agreement may be changed only by mutual agreement of the Parties in writing. |
[signature page follows]
IN WITNESS WHEREOF, PFHOF
and HOFV have caused this Agreement to be executed by their respective, duly authorized representatives, effective as of the Effective
Date.
|
NATIONAL FOOTBALL MUSEUM, INC. |
|
|
|
|
By: |
/s/ James A. Porter |
|
|
James A. Porter |
|
|
President |
|
|
|
|
Date: |
September 11, 2024 |
|
|
|
|
Address: |
2121 George Halas Drive NW |
|
|
Canton, Ohio 44708 |
|
|
|
|
HOF VILLAGE NEWCO, LLC |
|
|
|
|
By: |
/s/ Michael Crawford |
|
|
Michael Crawford |
|
|
President and Chief Executive Officer |
|
|
|
|
Date: |
September 11, 2024 |
|
|
|
|
Address: |
2626 Fulton Drive NW |
|
|
Canton, Ohio 44718 |
Exhibit A
PFHOF Marks
v3.24.3
Cover
|
Sep. 11, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 11, 2024
|
Entity File Number |
001-38363
|
Entity Registrant Name |
HALL OF FAME RESORT & ENTERTAINMENT COMPANY
|
Entity Central Index Key |
0001708176
|
Entity Tax Identification Number |
84-3235695
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
2014 Champions Gateway
|
Entity Address, Address Line Two |
Suite 100
|
Entity Address, City or Town |
Canton
|
Entity Address, State or Province |
OH
|
Entity Address, Postal Zip Code |
44708
|
City Area Code |
330
|
Local Phone Number |
458-9176
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Common Stock, $0.0001 par value per share |
|
Title of 12(b) Security |
Common Stock, $0.0001 par value per share
|
Trading Symbol |
HOFV
|
Security Exchange Name |
NASDAQ
|
Warrants to purchase 0.064578 shares of Common Stock |
|
Title of 12(b) Security |
Warrants to purchase 0.064578 shares of Common Stock
|
Trading Symbol |
HOFVW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=HOFV_CommonStock0.0001ParValuePerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=HOFV_WarrantsToPurchase0.064578SharesOfCommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Hall of Fame Resort and ... (NASDAQ:HOFVW)
Gráfico Histórico do Ativo
De Set 2024 até Out 2024
Hall of Fame Resort and ... (NASDAQ:HOFVW)
Gráfico Histórico do Ativo
De Out 2023 até Out 2024