Exhibit 10.14


 


CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM
TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] OR [REDACTED] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


AMENDMENT
TO Sponsorship and services agreement


 


AMENDMENT TO SPONSORSHIP
AND SERVICES AGREEMENT, (this “Amendment”) is made and entered into as of this 15th day of June 2020, by
and among HOF Village, LLC, a Delaware limited liability company (“HOFV”), National Football Museum, Inc., d/b/a
Pro Football Hall of Fame, an Ohio corporation (“PFHOF” and, together with HOFV, the “HOF Entities”)
and Constellation NewEnergy, Inc., a Delaware corporation, on behalf of itself and its retail affiliates and subsidiaries (collectively,
“Constellation”). HOFV and/or PFHOF, on the one hand, and Constellation, on the other hand, are referred to
herein as a “Party” and, collectively, as the “Parties”.


 


W I T N
E S S E T H:


 


WHEREAS, the
Parties have entered into that certain Sponsorship and Services Agreement (the “Agreement”) dated December 19,
2018, evidencing the agreed terms and conditions under which Constellation agreed to provide to the HOF Entities, and the HOF Entities
desire to obtain from Constellation, certain Products and Services for use in connection with the Village. All capitalized terms
not otherwise defined herein shall have the meaning ascribed to them in the Agreement.


 


WHEREAS, the
Parties wish to revise the Agreement due to delays in construction of the Constellation Center for Excellence building.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


		1.	Construction Delays. Section 1.6 of the Agreement is hereby amended to read in its entirety
as follows:



 


“The Parties acknowledge and agree
that it is HOFV’s intent to cause to be issued a certificate of substantial completion for the facilities listed on Exhibit
D attached hereto by the last day of the quarter specified therein; provided, however, in the event that the exterior structure
of the Center for Excellence shall not have been erected or permanent signage bearing a Co-Branded Center for Excellence Logo shall
not have been installed and operational on the east and west sides of the Center for Excellence, in either case, to Constellation’s
satisfactions on or before the date required pursuant to Exhibit H attached hereto, Constellation shall have as its sole
remedy the right to reduce the Sponsorship Fees as set forth in Exhibit H. Any other construction delay shall not: (i) impact
the obligations of Constellation hereunder or (ii) constitute an Event of Default by the HOF Entities hereunder. Any construction
delay shall not impact HOFV’s contractual commitment or timelines as it relates to the obligations set forth in this Agreement
related to EME financing. Any commodity supply agreements with HOFV related to the delayed facility shall be extended in term by
the number of months of the certificate of substantial completion delay at then current market pricing, except to the extent that
an existing agreement is in place with respect to such delayed facility or supply quantity purchased.”


 






    	 	 	 



     


    

 


		2.	Term. Section 4.1 of the Agreement is hereby amended to read in its entirety as follows:



 


“Term. The term of
this Agreement (the “Term”), unless mutually extended by written agreement of the Parties or unless sooner terminated
as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2029.”


 


		3.	Notices. Section 6.1 of the Sponsorship and Services Agreement is hereby amended to update
Constellation’s notice address for copies of notices as follows:



 


Constellation
NewEnergy, Inc.


1001 Louisiana
Street, Suite 2300


Houston,
TX 77002


Attention:
Nina Jezic


nina.jezic@constellation.com


 


		4.	Exhibit D. Exhibit D of the Agreement is hereby deleted in its entirety and replaced with
Exhibit D attached hereto.



 


		5.	Exhibit E. Exhibit E of the Agreement is hereby deleted in its entirety and replaced with
Exhibit E attached hereto.



 


		6.	Exhibit H. Exhibit H of the Agreement is hereby deleted in its entirety and replaced with
Exhibit H attached hereto.



 


		7.	Miscellaneous.



 


		a.	Amendment to Agreement. The Parties acknowledge and agree that the Agreement has otherwise
not been amended or modified in any respect, other than by this Amendment.



 


		b.	Entire Agreement. The Agreement and this Amendment set forth all covenants, agreements and
understandings among the parties with respect to the subject matter hereof and thereof, and there are no other covenants, conditions
or understandings, either written or oral, among the parties hereto with respect to the subject matter hereof and thereof.



 


		c.	Full Force and Effect. Except as expressly amended by this Amendment, all other items and
provisions of the Agreement remain unchanged and continue to be in full force and effect.



 






    	 	2	 



     


    

 


		d.	Conflicts. The terms of this Amendment shall control over any conflicts between the terms
of the Agreement and the terms of this Amendment.



 


		e.	Authority of Constellation. Constellation warrants and represents unto the HOF Entities
that (i) Constellation is a duly organized and existing Delaware corporation, qualified to do business in, and in good standing
in, the State of Ohio; (ii) Constellation has full right and authority to execute, deliver and perform this Amendment; (iii) the
person executing this Amendment was authorized to do so; and (iv) upon request of any HOF Entity, such person will deliver to such
HOF entity satisfactory evidence of his or her authority to execute this Amendment on behalf of Constellation.



 


		f.	Authority of the HOF Entities. Each HOF Entity warrants and represents unto Constellation,
as to such HOF Entity, that (i) as to HOFV, HOFV is a duly organized and existing Delaware limited liability company, qualified
to do business in, and in good standing in, the State of Ohio; (ii) as to PFHOF, PFHOF is a duly organized and existing Ohio corporation,
qualified to do business in, and in good standing in, the State of Ohio; (iii) such HOF Entity has full right and authority to
execute, deliver and perform this Amendment; (iv) the person executing this Amendment was authorized to do so; and (v) upon request
of Constellation, such person will deliver to Constellation satisfactory evidence of his or her authority to execute this Amendment
on behalf of such HOF Entity.



 


		g.	Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.



 


		h.	Governing Law. This Amendment shall be governed by and be construed in accordance with the
laws of the State of Ohio, without reference to principles of conflicts of law.



 


		i.	Counterparts. This Amendment may be executed in any number of counterparts which, when taken
together, shall constitute one and the same Amendment. Counterparts hereof which are transmitted by facsimile, PDF or electronic
transmission shall be given the identical legal effect as an original. PDF or electronic signatures shall be deemed the functional
equivalent of manually executed signatures for all purposes.



 




    	 	3	 



     


    

 


IN WITNESS WHEREOF,
the Parties, by their duly authorized representatives, have executed this Amendment as of the date first set forth above.


 


	 	HOFV:
	 	HOF VILLAGE, LLC
	 	 	 
	 	By:	/s/ Michael Crawford
	 	 	Name: 	Michael Crawford
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	PFHOF:
	 	NATIONAL FOOTBALL MUSEUM, INC., D/B/A PRO FOOTBALL HALL OF FAME
	 	 	 
	 	By:	/s/ David Baker
	 	 	Name:	David Baker
	 	 	Title:	President & CEO
	 	 	 
	 	Constellation:
	 	Constellation NewEnergy, Inc.
	 	 	 
	 	By:	/s/ Mark P. Huston
	 	 	Name:	Mark P. Huston
	 	 	Title:	President & CEO 



 


Signature Page to Amendment to Sponsorship
and Services Agreement


 




    	 	 	 



     


    

 


EXHIBIT D


 


CONSTRUCTION SCHEDULE


 


	COMPONENT	 	Timing
	National Youth Football & Sports Complex	 	3rd  Quarter 2021
	The Center for Excellence	 	4th  Quarter 2021
	Hall of Fame Hotel & Conference Center	 	1st  Quarter 2022
	Hall of Fame Promenade (restaurants, retail & residential)	 	3rd  Quarter 2021
	Player Care Center including Legends Landing/Residential	 	4th  Quarter 2022
	The Center for Athletic Performance & Safety	 	4th  Quarter 2021
	Hall of Fame Experience (amusement/water park recreation)	 	3rd  Quarter 2022



 




    	 	D-1	 



     


    

 


EXHIBIT H


 


SPONSORSHIP FEES AND Activation
Fund Proceeds


 


[REDACTED]


 





 


 


H-1