Form 8-K - Current report

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): February 23, 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) 754-3427

(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.

First Amendment to Waterpark Ground Lease

On February 23, 2024, HOF Village Waterpark, LLC (“HOFV Waterpark” or “Tenant”), an indirect subsidiary of the Hall of Fame Resort & Entertainment Company (the “Company”), a Delaware corporation, entered into a first amendment to lease agreement (“First Amendment to Lease”) with HFAKOH001 LLC (“Landlord”), an affiliate of Blue Owl Real Estate Capital, LLC (“Blue Owl”), to amend the existing water park ground lease to reflect: (a) Landlord’s funding for the benefit of the Tenant in the amount of $2,500,000.00, which is to be funded and used as follows: (i) $1,903.005.11 for the purpose of paying real estate taxes and other assessments; (ii) $388,679.36 for rent due from Tenant to Landlord under the Ground Lease for February; and (iii) $208,315.53 which may be used by any of Tenant for the purpose of construction of new improvements at the water park property, HOF Village Stadium, LLC (“Stadium Mortgagor”) for the purpose of paying taxes and assessments for the stadium property, or HOF Village Newco, LLC (“Guarantor”) for the purpose of paying necessary operating expenses; (b) an increase in the base rent; (c) the Guarantor’s pledge pursuant to a pledge agreement of its twenty percent (20%) beneficial membership interest in Sandlot HOFV Canton SC, LLC (“Sports Complex Entity”), a Delaware limited liability company; and (d) the Company’s issuance of a Series H Common Stock Purchase Warrant (“HOFV Warrant”) to Landlord to purchase 890,313 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which is exercisable (a) prior to Landlord’s return of 90% of such warrants pursuant to the terms of the First Amendment to Lease, when and if there is an event of default under the water park lease, the pledge and security agreement related to the Sports Complex Entity (“Pledge & Security Agreement”), or the guaranty related to the underlying ground lease, or (b) after Landlord’s return of 90% of such warrants pursuant to the terms of the First Amendment to Lease, at any time.

The First Amendment to Lease provides Tenant with the right, upon completion of the water park, to pay Landlord $2,822,580.65 in immediately available funds, upon which (a) Landlord will deliver to Tenant termination of the fields pledge documents, executed by Landlord, (b) Landlord will return to Tenant ninety percent (90%) of the HOFV Warrant, and (c) from and after the date of such payment the ground lease will revert back to the original rent schedule. For the benefit of the Landlord, Sandlot Facilities, LLC (“Sandlot Member”), a Delaware limited liability company that owns 80% of the Sports Complex Entity, entered a consent and agreement (“Consent & Agreement”) with Landlord memorializing its consent to the Pledge & Security Agreement.

The First Amendment to Lease is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Pledge & Security Agreement is attached hereto as Exhibit 10.2 and incorporated herein by reference. The HOFV Warrant is attached hereto as Exhibit 10.3 and incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Second Amendment to Waterpark Ground Lease

On February 29, 2024, Tenant entered into a second amendment to lease agreement (“Second Amendment to Lease”) with Landlord to memorialize: (a) Landlord’s forbearance of base rent due for March and April of 2024, which shall be due on May 1, 2024; (b) Landlord’s funding for the benefit of the Tenant of $1,000,000.00, which may be used (i) by Tenant for the purpose of construction of new improvements at the water park property; (ii) by HOF Village Stadium, LLC for the purpose of paying taxes and assessments due to governmental entities or Stark County Port Authority pursuant to the Project Lease; or (iii) by Guarantor for paying other necessary operating expenses; and (c) execution by HOF Village Newco, LLC (“Guarantor”) of an Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (“Additional Parcels Mortgage”) for the benefit of HFAKOH001 LLC (“Mortgagee”) whereby Guarantor grants a security interest in certain parcels to Mortgagee, more fully described in Exhibit A of the Additional Parcels Mortgage, and (d) an increase in the base rent. After completion of the water park and provided no event of default exists, Tenant shall have the right to pay Landlord $1,129,032.26 (and this repayment right must be exercised before the Tenant exercises the repayment right set forth in the First Amendment to Lease). Upon such repayment, Landlord shall deliver a release of the Additional Parcels Mortgage and the rent schedule shall revert back to the original rent schedule set forth in the First Amendment to Lease.

The Second Amendment to Lease is attached hereto as Exhibit 10.4 and incorporated herein by reference. The Additional Parcels Mortgage is attached hereto as Exhibit 10.5 and incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
10.1		First Amendment to Lease Agreement, dated February 23, 2024, among HFAKOH001 LLC, as landlord, HOF Village Waterpark, LLC, as tenant, HOF Village Newco, LLC, as guarantor and HOF Village Stadium, LLC, as mortgagor
10.2		Pledge and Security Agreement, dated February 23, 2024, between HOF Village Newco, LLC, as pledgor and HFAKOH001 LLC, as pledgee
10.3		Series H Common Stock Purchase Warrant, dated February 23, 2024, by Hall of Fame Resort & Entertainment Company for the benefit of HFAKOH001 LLC, as holder
10.4		Second Amendment to Lease Agreement, dated February 29, 2024, among HFAKOH001 LLC, as landlord, HOF Village Waterpark, LLC, as tenant, HOF Village Newco, LLC, as guarantor and HOF Village Stadium, LLC, as mortgagor
10.5		Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated February 29, 2024, by HOF Village Newco, LLC, as mortgagor, for the benefit of HFAKOH001 LLC, as mortgagee
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: February 29, 2024

Exhibit 10.1

FIRST AMENDMENT TO
LEASE AGREEMENT

This First Amendment to Lease Agreement (the “Amendment”) is made and entered into as of February 23, 2024 (the “Effective Date”), by and between HFAKOH001 LLC, a Delaware limited liability company (“Landlord”), and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company (“Tenant”), and acknowledged and agreed to by HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“Guarantor”), as guarantor under the Guaranty (as hereinafter defined) and pledgor under the Pledge (as hereinafter defined), HOF VILLAGE STADIUM, LLC, a Delaware limited liability company (“Mortgagor”), as mortgagor under the Mortgage (as hereinafter defined), and HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a company incorporated under the laws of the State of Delaware (“HOFRECO”).

RECITALS:

A. Landlord and Tenant entered into that certain Lease Agreement dated as of November 7, 2022 (as amended from time to time, the “Lease”), with respect to the Premises (as defined in the Lease). All initial capitalized terms not otherwise defined herein have the meanings assigned to such terms in the Lease.

B. In connection with the Lease, Guarantor delivered to Landlord that certain Limited Recourse Carveout Guaranty dated as of November 7, 2022 (as amended from time to time, the “Guaranty”), and that certain Pledge and Security Agreement dated as of November 7, 2022 (as amended from time to time, the “Stadium Pledge”).

C. In connection with the Lease and the Stadium Pledge, Mortgagor delivered to Landlord that certain Open-End Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of December 27, 2022, and recorded as of December 29, 2022, as Instrument No. 202212290053025 with the Stark County, Ohio Recorder (as amended from time to time, the “Mortgage”). The land, improvements, and other mortgaged property described in the Mortgage are referred to collectively herein as the “Stadium”.

D. Landlord and Tenant now desire to amend the Lease upon the terms and conditions contained herein.

AGREEMENT:

NOW, THEREFORE, for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Landlord Funding. On the date hereof, Landlord shall fund for the benefit of Tenant the amount of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (the “$2.5M Allowance”), which shall be funded as follows: (i) Landlord shall fund directly to the Stark County, Ohio Treasurer the amount of $1,903,005.11, for the purpose of paying current real estate taxes including TIF, PACE and other assessments due for the Stadium, (ii) the amount of $388,679.36, being the amount of Rent due from Tenant to Landlord under the Lease for the month of February 2024 (the “February Rent Payment”), shall be sent by Landlord to Tenant on the date hereof to be used for such February Rent Payment, and Tenant shall, within one (1) business day after the date hereof, send to Landlord the same February Rent Payment, and (iii) Landlord shall fund to Tenant the amount of $208,315.53, which may be used by (x) Tenant, only for the purpose of the construction of the New Improvements in accordance with the Water Park Construction Documents, (y) Mortgagor, only for the purpose of paying taxes and assessments due from Mortgagor to governmental entities or Stark Port (as defined in the Mortgage) pursuant to the Project Lease, and (z) Guarantor, for the purpose of paying other necessary operating expenses.

2. Base Rent. As of the Effective Date, Exhibit A of the Lease is hereby deleted and replaced in its entirety with Exhibit A attached hereto, reflecting an increase in the Base Rent to take into account Landlord’s funding to Tenant of the $2.5M Allowance. The foregoing is expressly subject to the Tenant Repayment Right (as hereinafter defined).

3. Fields Pledge; Cooperation.

(a) On the Effective Date, (i) Guarantor shall execute and deliver, and cause to be fully executed and delivered, to Landlord, that certain Pledge and Security Agreement attached hereto as Exhibit C regarding Collateral Security (defined below, and subject to subparagraph 3(b) below) (the “Fields Pledge”) and the deliverables contemplated thereby (the “Fields Pledge Documents”), and (ii) HOFRECO shall execute and deliver, and cause to be fully executed and delivered, to Landlord, to be held by Landlord as Collateral Security (subject to subparagraph 3(b) below), the Series H Common Stock Purchase Warrant, in the form attached hereto as Exhibit D (the “Warrants”), which in each case shall be duly executed by each of the parties thereto. “Collateral Security” means collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations (as defined in the Fields Pledge).

(b) Provided (i) no event of default exists under the Lease, the Guaranty, the Stadium Pledge, the Mortgage, or the Fields Pledge (and no fact or circumstance exists that, with the giving of notice, the passage of time, or both, could reasonably be expected to result in any such event of default), and (ii) the New Improvements have been fully completed in accordance with the Water Park Construction Documents, Tenant shall have the right to pay to Landlord the sum of Two Million Eight Hundred Twenty Two Thousand Five Hundred Eighty and 65/100 Dollars ($2,822,580.65) in immediately available funds, upon which (x) Landlord shall deliver to Tenant terminations of the Fields Pledge Documents, executed by Landlord, (y) Landlord shall return to Tenant ninety percent (90%) of the Warrants held by Landlord in connection herewith, and (z) from and after the date of such payment, Exhibit A of the Lease shall revert to the original rent schedule under the Lease (which is attached as Exhibit B hereto) (the foregoing right, the “Tenant Repayment Right”). For the avoidance of doubt, it is understood and agreed that, after Tenant’s exercise of the Tenant Repayment Right, Landlord may exercise the remaining ten percent (10%) of the Warrants held by Landlord at any time, in whole or in part, upon the term and conditions set forth in the Warrants and such remaining ten percent (10%) of the Warrants shall no longer be Collateral Security.

(c) Upon the occurrence of any Event of Default and exhaustion of all Leasehold Mortgagee’s Cure Rights (if applicable) in accordance with the express terms and conditions of the Lease, Tenant and Guarantor shall cooperate with Landlord, at the sole cost and expense of Guarantor, to transfer operation of all or any portion of the Premises and the Stadium (as determined by Landlord) to a replacement operator designated by Landlord.

(d) If (i) an Event of Default shall occur and be continuing, and (ii) Pledgee (as defined in the Fields Pledge) exercises its option under the Fields Pledge to register in the name of Pledgee or its nominee the Pledged Company Interests and otherwise foreclose on the Collateral (as defined in the Fields Pledge), then the Base Rent (as defined in the Lease), the Obligations (as defined in the Guaranty), the Guaranteed Obligations (as defined in the Fields Pledge), and the Monetary Obligations (as defined in the Fields Pledge), without duplication, shall be reduced, on a dollar-for-dollar basis, by any amounts actually received in cash or cash equivalents by Pledgee upon a sale of the Collateral from and after the date of such receipt.

(e) If (i) an Event of Default shall occur and be continuing, (ii) Pledgee exercises its option under the Fields Pledge to register in the name of Pledgee or its nominee the Pledged Company Interests and otherwise foreclose on the Collateral, and (iii) Sandlot Member (as defined in that certain Consent & Agreement dated as of the date hereof, by and between Sandlot Facilities, LLC (“Sandlot Member”), Sandlot HOFV Canton SC, LLC (the “JV”), Landlord, and Guarantor), pays to Pledgee the sum of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) plus the aggregate amount of any Capital Contributions (as defined in the JV Agreement (as hereinafter defined)) made by Guarantor after the date hereof (collectively, the “Repurchase Payment”) to Pledgee to exercise its right to purchase Guarantor’s twenty percent (20%) membership interest in the JV pursuant to the terms and conditions of that certain First Amended and Restated Limited Liability Company Agreement effective as of January 11, 2024 (as amended, restated, amended and restated, renewed, and otherwise modified from time to time, the “JV Agreement”), then, from and after Pledgee’s receipt of the Repurchase Payment, the Base Rent, the Obligations, the Guaranteed Obligations, and the Monetary Obligations, without duplication, shall be reduced, on a dollar-for-dollar basis, by the Repurchase Payment.

(f) If (i) an Event of Default shall occur and be continuing, and (ii) Pledgee at any time exercises the Warrant in whole or in part, then the Base Rent, the Obligations, the Guaranteed Obligations, and the Monetary Obligations, without duplication, shall be reduced, on a dollar-for-dollar basis, by any profits actually received in cash or cash equivalents by Pledgee upon the sale of Warrant Shares (as defined in the Warrant) from and after the date of such receipt.

(g) Notwithstanding anything to the contrary herein, the reductions set forth in subparagraphs 3(d), 3(e), and 3(f) above shall not reduce the Base Rent, the Obligations, the Guaranteed Obligations, the Monetary Obligations, or any other obligations owing to Pledgee or its affiliates by more than Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00).

4. Status Conferences. Tenant, Guarantor, and Mortgagor agree to (a) participate in status calls as requested by Landlord regarding the construction of the Premises, the status of the project that the Premises is part of, and the financial condition of Tenant, Guarantor, and Mortgagor, and (b) promptly provide information reasonably requested by Landlord in connection with the foregoing.

5. Representations and Warranties of Tenant, Guarantor and Mortgagor. As of the Effective Date, each of Tenant, Guarantor, and Mortgagor represents and warrants to Landlord as follows:

(a) Each of Tenant, Guarantor, and Mortgagor is duly organized, validly existing, and in good standing under the laws of their state of organization and are duly qualified as a foreign entities and are currently in good standing in each state in which such qualification is required for the conduct of each of Tenant’s, Guarantor’s, and Mortgagor’s business as it is currently being conducted (including the State in which the Premises is located).

(b) Each of Tenant, Guarantor, and Mortgagor has the full authority and due capacity to execute, deliver, and perform this Amendment and all documents, instruments and agreements executed in connection herewith to which they are a party. Such execution, delivery, and performance has been duly authorized as required under the organizational documents of each of Tenant, Guarantor, and Mortgagor, and the individuals and entities executing this Amendment and all documents, instruments and agreements executed in connection herewith on behalf of each of Tenant, Guarantor, and Mortgagor have been duly authorized and empowered to bind each such party by such execution.

(c) This Amendment and all documents, instruments and agreements executed in connection herewith have been duly executed and delivered to Landlord by each of Tenant, Guarantor, and Mortgagor, and are valid, binding, and enforceable against each of them in accordance with its terms.

(d) Neither the execution and delivery of this Amendment nor the documents, instruments and agreements executed in connection herewith nor the performance of its terms and compliance with their conditions will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a violation or default under any organizational document of either of Tenant, Guarantor or Mortgagor, or, to the actual knowledge of Tenant, Guarantor, and Mortgagor, applicable law, regulation, judgment, writ, order or decree to which either of Tenant, Guarantor, or Mortgagor or any property of either of Tenant, Guarantor, or Mortgagor is subject.

(e) To the actual knowledge of Tenant, Guarantor, and Mortgagor, each of Tenant, Guarantor, and Mortgagor is in compliance in all material respects with all federal, state and local laws, rules, and regulations applicable to the Premises, the property subject to the Mortgage, the collateral described in the Pledge, their operations, their businesses, and their finances.

6. Representations and Warranties of Landlord. As of the Effective Date, the Landlord represents and warrants to each of Tenant, Guarantor, and Mortgagor as follows:

(a) Economic Loss and Sophistication. Landlord is able to bear the economic risk of losing its entire investment in the Warrants. In making this statement, consideration has been given to whether Landlord can afford to hold the investment for an indefinite period of time and whether Landlord can afford a complete loss of its investment. Landlord has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of its investment in the Warrants.

(b) Accredited Investor Determination. Landlord is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(c) Access. Landlord acknowledges that (i) HOFRECO, the issuer of the Warrants and a direct or indirect parent of Tenant, Guarantor and Mortgagor (the “Parent”), has made all documents available to it including, but not limited to, this Amendment and any and all additional agreements, documents, records and books that Landlord (or its representatives) has requested relating to an investment in the Warrants and (ii) Landlord has had an opportunity to ask questions of, and receive answers from, Parent or a person acting on behalf of Parent concerning the terms and conditions of an investment in the Warrants. Landlord represents that it has had access to all information that it deems material to an investment decision with respect to an investment in the Warrants.

(d) Reliance. Landlord has relied solely on independent investigations conducted by Landlord or its advisors in making a decision to subscribe for the Warrants and acknowledges that no representations or agreements have been made to Landlord other than those specifically set forth in this Amendment. Landlord is not relying on any oral representation of any officer or manager of Parent or any person purported to be acting on behalf of Parent. Landlord is not relying on Parent with respect to the tax and other economic considerations of an investment and have consulted Landlord’s own attorneys, accountants or investment advisors with respect to an investment in the Warrants.

(e) Speculative Investment. Landlord is aware that (i) an investment in the Warrants involves numerous risks, which Landlord has carefully considered, (ii) no federal or state agency has passed upon the merits of the sale of the Warrants of any of the information provided in connection with the offering, and (iii) the Warrants are a speculative investment involving a significant degree of risk for which there is no guarantee that Landlord will realize any gain from any investment.

(g) Exempt Transaction; No Registration of Interests; Book-Entry Form. Landlord acknowledges that, in reliance upon applicable exemptions, no interest in the Warrants has been registered under the Securities Act or the securities laws of any other domestic or foreign jurisdiction. Landlord agrees not to offer, sell, pledge or otherwise dispose of all or any portion of the Warrants without registration or qualification except pursuant to an offering duly registered or qualified under the Securities Act and any applicable state securities laws or if an exemption from registration is available, unless (i) in the opinion of counsel for, or counsel satisfactory to, Parent, registration or qualification under the Securities Act and any applicable state securities laws is not required and (ii) if required, Landlord has received any necessary regulatory approvals. Landlord understands that the Warrants will be subject to a legend to this effect and that, as applicable, stop transfer instructions will be issued by Parent to its transfer agent. Landlord understands that the Warrants will be issued in book-entry, meaning uncertificated form.

(h) Investment Intent. Landlord is acquiring the Warrants for its own account for investment, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities laws, and Landlord has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization in violation of the Securities Act.

(i) Power and Authority. Landlord is authorized to enter into this Amendment, and such other agreements, certificates, instruments or other documents as are executed by or on Landlord’s behalf in connection with Landlord’s obligations under this Amendment or in connection with this investment in the Warrants (collectively, the “Amendment Documents”), to perform Landlord’s obligations under the Amendment Documents, and to consummate the transactions that are the subjects of the Amendment Documents.

(j) Compliance with Laws and Other Instruments. The execution and delivery of the Amendment Documents by, or on behalf of, Landlord and the consummation of the transactions contemplated by the Amendment Documents do not and will not conflict with or result in any violation of or default under any provision of any charter, bylaws, trust agreement or other organizational document, as the case may be, of Landlord, or any agreement, certificate or other instrument to which Landlord is a party or by which Landlord or any of Landlord’s properties is bound, or any permit, franchise, judgment, decree, statute, rule, regulation or other law applicable to Landlord or the business or properties of Landlord.

7. Landlord Release. As of the Effective Date, each of Tenant, Guarantor, and Mortgagor, and their respective past, present and future employees, agents, attorneys, representatives, successors and assigns, and all persons or entities claiming by, through or under any of them (and their respective successors and assigns, collectively, the “HOF Releasing Parties”), hereby:

(a) acknowledges, agrees and affirms that none of them possesses any claims, defenses, offsets, rights of recoupment or counterclaims of any kind or nature against or with respect to the enforcement or administration of the Lease, the Pledge, the Mortgage, and/or the Guaranty, or any knowledge of any facts or circumstances that might give rise to or be the basis of any such claims, defenses, offsets, rights of recoupment or counterclaims;

(b) remises, releases, acquits and forever discharges Landlord, and its predecessors in interest, affiliates, subsidiaries and assigns, and all of their respective past, present and future shareholders, members, directors, managers, officers, employees, attorneys, advisers, consultants, servicers, representatives or agents (collectively, the “Landlord Released Parties”) from any and all manner of debts, accounts, bonds, warranties, representations, controversies, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, that any of the HOF Releasing Parties now have or may hereafter have by reason of any act, omission, matter, cause or thing, from the beginning of the world to and including the date this Amendment is executed and delivered by all parties hereto, except for those arising from any act or omission that constituted actual fraud, willful misconduct or gross negligence by such Landlord Released Party (all of the foregoing released claims are referred to as the “HOF Released Claims”);

(c) agrees that it is the intention of each of the HOF Releasing Parties that the foregoing release shall be effective with respect to all matters, past and present, known and unknown, suspected and unsuspected, and each of the HOF Releasing Parties realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to losses, damages, liabilities, costs and expenses which are presently unknown, unanticipated and unsuspected, and that each of the HOF Releasing Parties further agrees that the waivers and releases in this Amendment have been negotiated and agreed upon in light of that realization and that each of the HOF Releasing Parties nevertheless hereby intends to release, discharge and acquit the Landlord Released Parties from any such unknown losses, damages, liabilities, costs and expenses;

(d) agrees, jointly and severally, to indemnify the Landlord Released Parties for, hold the Landlord Released Parties harmless from and against, and undertake the defense of the Landlord Released Parties with respect to, all HOF Released Claims that each of the Releasing Parties may assert with respect to any of the HOF Released Claims, despite the existence of the releases granted by the HOF Releasing Parties herein;

(e) acknowledges that Landlord is specifically relying upon each of the HOF Releasing Parties’ acknowledgements and agreements in this Section in executing this Amendment, and that in the absence of such agreements Landlord would be unwilling to agree to the modifications provided for in this Amendment; and

(f) agrees that all releases and discharges by each of the HOF Releasing Parties in this Amendment shall have the same effect as if each released or discharged matter had been the subject of a legal proceeding, adjudicated to final judgment from which no appeal could be taken and therein dismissed with prejudice.

8. Ratification.

(a) Each of Tenant, Guarantor, and Mortgagor hereby expressly, unconditionally, irrevocably and unequivocally (i) ratifies each of their obligations under the Lease, the Guaranty, the Stadium Pledge, and the Mortgage (the “Ratifying Parties Obligations”) and confirms that such Ratifying Parties Obligations, and all waivers, covenants and agreements by each of Tenant and Guarantor in the Lease, the Guaranty, the Stadium Pledge, and the Mortgage remain in full force and effect for the benefit of Landlord, (ii) reaffirms its continuing absolute liability for the payment and performance of all of the Ratifying Parties Obligations, and (iii) confirms that such Ratifying Parties Obligations have not been modified or amended and that each of Tenant’s, Guarantor’s, and Mortgagor’s liabilities under such Ratifying Parties Obligations have not been limited, impaired or affected in any manner by any existing or previous event, fact or circumstance, in each case subject to the terms of this Amendment.

(b) Except as expressly provided herein, the Lease shall remain unchanged and in full force and effect; provided, that to the extent this Amendment conflicts with the Lease, the provisions of this Amendment shall control. From and after the date hereof, the “Lease” shall mean and refer to the Lease as amended by this Amendment.

(c) For the avoidance of doubt, any default by Tenant, Guarantor, or Mortgagor hereunder shall be deemed a default under the Lease.

9. Miscellaneous. The provisions of this Amendment shall govern and control in the event of any conflict between this Amendment, on the one hand, and the provisions of the Lease, the Guaranty, the Stadium Pledge, and/or the Mortgage, on the other hand. The parties hereto, and each of them, agree to execute from time to time, any and all documents reasonably requested by the others to carry out the intent of this Amendment. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment. This Amendment shall be governed by the laws of the State of Ohio. EACH OF THE PARTIES HERETO, BY ACCEPTANCE OF THIS AMENDMENT, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AMENDMENT. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Time is of the essence with respect to all agreements and obligations of each of Tenant, Guarantor, and Mortgagor contained herein and in the Lease. This Amendment is solely for the benefit of the parties hereto and no persons other than the parties hereto and the Landlord Released Parties shall be entitled to claim or receive any benefit by reason of this Amendment.

10. Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, but all together shall constitute one and the same instrument. Signatures to this Amendment delivered electronically via .pdf, .jpeg, .TIF, .TIFF, DocuSign or similar electronic format shall be deemed an original signature and fully effective as such for all purposes.

11. Survival. The provisions of Sections 1, 3, 7, 8, 9, 10, and 11 of this Amendment shall survive the expiration or earlier termination of the Lease.

[SIGNATURE PAGES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

	LANDLORD:

	HFAKOH001 LLC,
	a Delaware limited liability company

	By:	/s/ Michael Reiter
	Name:	Michael Reiter
	Title:	Authorized Representative

	TENANT:

	HOF VILLAGE WATERPARK, LLC,
	a Delaware limited liability company

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

	GUARANTOR:

	HOF VILLAGE NEWCO, LLC,
	a Delaware limited liability company

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

	MORTGAGOR:

	HOF VILLAGE STADIUM, LLC,
	a Delaware limited liability company

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

	HOFRECO:

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY,
	a company incorporated under the laws of the State of Delaware

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

Exhibit A

EXHIBIT A
TO
LEASE AGREEMENT

Base Rent Schedule

Lease Year	Annual Base Rent Amount		Monthly Base Rent Amount
1	$	4,375,000.00	$	364,583.33
2	$	4,664,152.30	$	388,679.36
3	$	4,820,703.13	$	401,725.26
4	$	4,941,220.71	$	411,768.39
5	$	5,064,751.23	$	422,062.60
6	$	5,191,370.01	$	432,614.17
7	$	5,321,154.26	$	443,429.52
8	$	5,454,183.11	$	454,515.26
9	$	5,590,537.69	$	465,878.14
10	$	5,730,301.13	$	477,525.09
11	$	5,873,558.66	$	489,463.22
12	$	6,020,397.63	$	501,699.80
13	$	6,170,907.57	$	514,242.30
14	$	6,325,180.26	$	527,098.35
15	$	6,483,309.76	$	540,275.81
16	$	6,645,392.51	$	553,782.71
17	$	6,811,527.32	$	567,627.28
18	$	6,981,815.50	$	581,817.96
19	$	7,156,360.89	$	596,363.41
20	$	7,335,269.91	$	611,272.49
21	$	7,518,651.66	$	626,554.31
22	$	7,706,617.95	$	642,218.16
23	$	7,899,283.40	$	658,273.62
24	$	8,096,765.49	$	674,730.46
25	$	8,299,184.62	$	691,598.72
26	$	8,506,664.24	$	708,888.69
27	$	8,719,330.85	$	726,610.90
28	$	8,937,314.12	$	744,776.18
29	$	9,160,746.97	$	763,395.58
30	$	9,389,765.64	$	782,480.47
31	$	9,624,509.79	$	802,042.48
32	$	9,865,122.53	$	822,093.54
33	$	10,111,750.59	$	842,645.88
34	$	10,364,544.36	$	863,712.03
35	$	10,623,657.97	$	885,304.83
36	$	10,889,249.42	$	907,437.45
37	$	11,161,480.65	$	930,123.39
38	$	11,440,517.67	$	953,376.47
39	$	11,726,530.61	$	977,210.88
40	$	12,019,693.88	$	1,001,641.16
41	$	12,320,186.22	$	1,026,682.19
42	$	12,628,190.88	$	1,052,349.24
43	$	12,943,895.65	$	1,078,657.97
44	$	13,267,493.04	$	1,105,624.42
45	$	13,599,180.37	$	1,133,265.03
46	$	13,939,159.88	$	1,161,596.66
47	$	14,287,638.87	$	1,190,636.57
48	$	14,644,829.85	$	1,220,402.49
49	$	15,010,950.59	$	1,250,912.55
50	$	15,386,224.36	$	1,282,185.36

51	$	15,770,879.96	$	1,314,240.00
52	$	16,165,151.96	$	1,347,096.00
53	$	16,569,280.76	$	1,380,773.40
54	$	16,983,512.78	$	1,415,292.73
55	$	17,408,100.60	$	1,450,675.05
56	$	17,843,303.12	$	1,486,941.93
57	$	18,289,385.69	$	1,524,115.47
58	$	18,746,620.34	$	1,562,218.36
59	$	19,215,285.85	$	1,601,273.82
60	$	19,695,667.99	$	1,641,305.67
61	$	20,188,059.69	$	1,682,338.31
62	$	20,692,761.18	$	1,724,396.77
63	$	21,210,080.21	$	1,767,506.68
64	$	21,740,332.22	$	1,811,694.35
65	$	22,283,840.52	$	1,856,986.71
66	$	22,840,936.54	$	1,903,411.38
67	$	23,411,959.95	$	1,950,996.66
68	$	23,997,258.95	$	1,999,771.58
69	$	24,597,190.42	$	2,049,765.87
70	$	25,212,120.18	$	2,101,010.02
71	$	25,842,423.19	$	2,153,535.27
72	$	26,488,483.77	$	2,207,373.65
73	$	27,150,695.86	$	2,262,557.99
74	$	27,829,463.26	$	2,319,121.94
75	$	28,525,199.84	$	2,377,099.99
76	$	29,238,329.84	$	2,436,527.49
77	$	29,969,288.08	$	2,497,440.67
78	$	30,718,520.28	$	2,559,876.69
79	$	31,486,483.29	$	2,623,873.61
80	$	32,273,645.37	$	2,689,470.45
81	$	33,080,486.51	$	2,756,707.21
82	$	33,907,498.67	$	2,825,624.89
83	$	34,755,186.14	$	2,896,265.51
84	$	35,624,065.79	$	2,968,672.15
85	$	36,514,667.44	$	3,042,888.95
86	$	37,427,534.12	$	3,118,961.18
87	$	38,363,222.47	$	3,196,935.21
88	$	39,322,303.04	$	3,276,858.59
89	$	40,305,360.61	$	3,358,780.05
90	$	41,312,994.63	$	3,442,749.55
91	$	42,345,819.49	$	3,528,818.29
92	$	43,404,464.98	$	3,617,038.75
93	$	44,489,576.61	$	3,707,464.72
94	$	45,601,816.02	$	3,800,151.34
95	$	46,741,861.42	$	3,895,155.12
96	$	47,910,407.96	$	3,992,534.00
97	$	49,108,168.16	$	4,092,347.35
98	$	50,335,872.36	$	4,194,656.03
99	$	51,594,269.17	$	4,299,522.43

Exhibit B

EXHIBIT A
TO
LEASE AGREEMENT

Base Rent Schedule

Lease Year	Base Rent
1	$	4,375,000.00
2	$	4,484,375.00
3	$	4,596,484.38
4	$	4,711,396.48
5	$	4,829,181.40
6	$	4,949,910.93
7	$	5,073,658.70
8	$	5,200,500.17
9	$	5,330,512.68
10	$	5,463,775.49
11	$	5,600,369.88
12	$	5,740,379.13
13	$	5,883,888.61
14	$	6,030,985.82
15	$	6,181,760.47
16	$	6,336,304.48
17	$	6,494,712.09
18	$	6,657,079.89
19	$	6,823,506.89
20	$	6,994,094.56
21	$	7,168,946.93
22	$	7,348,170.60
23	$	7,531,874.86
24	$	7,720,171.74
25	$	7,913,176.03
26	$	8,111,005.43
27	$	8,313,780.57
28	$	8,521,625.08
29	$	8,734,665.71
30	$	8,953,032.35
31	$	9,176,858.16
32	$	9,406,279.61
33	$	9,641,436.60
34	$	9,882,472.52
35	$	10,129,534.33
36	$	10,382,772.69
37	$	10,642,342.01
38	$	10,908,400.56
39	$	11,181,110.57
40	$	11,460,638.33
41	$	11,747,154.29
42	$	12,040,833.15
43	$	12,341,853.98
44	$	12,650,400.33
45	$	12,966,660.34
46	$	13,290,826.85
47	$	13,623,097.52
48	$	13,963,674.95
49	$	14,312,766.83
50	$	14,670,586.00

51	$	15,037,350.65
52	$	15,413,284.41
53	$	15,798,616.53
54	$	16,193,581.94
55	$	16,598,421.49
56	$	17,013,382.02
57	$	17,438,716.57
58	$	17,874,684.49
59	$	18,321,551.60
60	$	18,779,590.39
61	$	19,249,080.15
62	$	19,730,307.15
63	$	20,223,564.83
64	$	20,729,153.95
65	$	21,247,382.80
66	$	21,778,567.37
67	$	22,323,031.56
68	$	22,881,107.35
69	$	23,453,135.03
70	$	24,039,463.41
71	$	24,640,449.99
72	$	25,256,461.24
73	$	25,887,872.77
74	$	26,535,069.59
75	$	27,198,446.33
76	$	27,878,407.49
77	$	28,575,367.68
78	$	29,289,751.87
79	$	30,021,995.67
80	$	30,772,545.56
81	$	31,541,859.20
82	$	32,330,405.68
83	$	33,138,665.82
84	$	33,967,132.46
85	$	34,816,310.77
86	$	35,686,718.54
87	$	36,578,886.51
88	$	37,493,358.67
89	$	38,430,692.64
90	$	39,391,459.95
91	$	40,376,246.45
92	$	41,385,652.61
93	$	42,420,293.93
94	$	43,480,801.28
95	$	44,567,821.31
96	$	45,682,016.84
97	$	46,824,067.26
98	$	47,994,668.94
99	$	49,194,535.67

Exhibit C

Fields Pledge

[See Attached]

Exhibit D

Warrants

[See Attached]

Exhibit 10.2

PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 23, 2024, and made by HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“Pledgor”), having an address at 2014 Champions Gateway, Canton, OH 44708, Attn: General Counsel, in favor of HFAKOH001 LLC, a Delaware limited liability company, as pledgee (collectively, with its successors and assigns, “Pledgee”).

RECITALS

WHEREAS, Pledgee acquired from HOF Village Waterpark, LLC, a Delaware limited liability company (“Tenant”) that certain real property described in Exhibit C attached hereto and made a part hereof (the “Property”);

WHEREAS, Tenant is wholly-owned by Pledgor;

WHEREAS, contemporaneously with such acquisition, Pledgee entered into that certain Lease Agreement dated as of November 7, 2022, between Pledgee, as landlord, and Tenant, as tenant (as amended, restated, amended and restated, renewed, and otherwise modified from time to time, including, without limitation, by the Lease Amendment (as hereinafter defined), the “Ground Lease”), and Pledgee and Tenant are entering into that certain First Amendment to Lease Agreement to be dated as of the date hereof (the “Lease Amendment”);

WHEREAS, in connection with the Ground Lease, Pledgor delivered to Pledgee that certain Limited Recourse Carveout Guaranty dated as of November 7, 2022 (as amended, restated, amended and restated, renewed, and otherwise modified from time to time, the “Guaranty”) and that certain Pledge and Security Agreement dated as of November 7, 2022 (the “Stadium Pledge”) relating to all of the limited liability company interests in HOF Village Stadium, LLC, a Delaware limited liability company (“Mortgagor”);

WHEREAS, Pledgor, Sandlot Facilities, LLC (“HB Member”), Sandlot HOFV Canton SC, LLC, a Delaware limited liability company (“Pledged Entity”), entered into that certain Amended and Restated Limited Liability Company Agreement effective as of January 11, 2024 (as amended, restated, amended and restated, renewed, and otherwise modified from time to time, the “JV Agreement”);

WHEREAS, Pledged Entity owns that certain real property described in Exhibit D attached hereto and made a part hereof, together with all improvements thereon (the “Fields”);

WHEREAS, Pledgor is the sole owner of 20% of the Common Units (as defined in the JV Agreement) of Pledged Entity, and HB Member is the sole owner of the remaining 80% of the Common Units of Pledged Entity;

WHEREAS, as of the date hereof, no Management Incentive Units (as defined in the JV Agreement) in Pledged Entity have been granted or exist; and

WHEREAS, it is a condition precedent to the obligation of Pledgee to enter into the Ground Lease Amendment, that Pledgor shall have executed and delivered this Agreement to Pledgee.

NOW, THEREFORE, in consideration of Pledgee’s payment of $2,500,000 to Pledgor and to induce Pledgee to enter into the Lease Amendment, and for good and valuable other consideration, the receipt and sufficiency of which are acknowledged and agreed, Pledgor hereby agrees with Pledgee as follows:

1. Defined Terms. As used in this Agreement, the following terms have the meanings set forth in or incorporated by reference below:

“Agreement” means this Pledge and Security Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Business Day” means any day other than Saturday, Sunday or any federal legal holiday in the jurisdiction in which the Property is located.

“Code” means the Uniform Commercial Code from time to time in effect in the State of New York.

“Collateral” means the Pledged Company Interests, the other property, rights, and interests described in Section 2 below, and all Proceeds of the foregoing.

“Guaranty Documents” means, collectively, this Agreement, the Guaranty, the Stadium Pledge, and all other instruments, agreements, and other documents entered into in connection herewith and therewith (including, without limitation, that certain Open-End Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of December 27, 2022, and recorded as of December 29, 2022, as Instrument No. 202212290053025 with the Stark County, Ohio Recorder (as amended from time to time, the “Mortgage”)).

“Guaranteed Obligations” means (i) the “Obligations” as defined in the Guaranty, (ii) the full and prompt payment of all Base Rent (as defined in the Ground Lease), additional Rent (as defined in the Ground Lease) and all other sums and charges of every type and nature payable by Tenant under the Ground Lease, whether due by acceleration or otherwise, including costs and expenses of collection (collectively, the “Monetary Obligations”), (iii) the full, timely and complete performance of all covenants, terms, conditions, obligations, indemnities and agreements to be performed by Tenant under the Ground Lease, including any indemnities or other obligations of Tenant that survive the expiration or earlier termination of the Ground Lease, and (iv) the full, timely and complete performance of all covenants, terms, conditions, obligations, indemnities and agreements to be performed by Pledgor and Mortgagor under the Guaranty Documents, including any indemnities or other obligations of Pledgor and Mortgagor that survive the expiration or earlier termination of the Guaranty Documents.

“Pledgee” has the meaning ascribed to such term in the introductory paragraph.

“Lien” means any mortgage, deed of trust, deed to secure debt, pledge, lien, charge, assignment of leasehold interest and/or rents, encumbrance, hypothecation, preference, assignment, claim, option, easement, lease, sublease, attachment, conditional sales agreement, preemptive right, right of first refusal, right of first offer, option, covenant, condition, restriction, reciprocal easement agreement, declaration, security interest or other right, whether voluntarily incurred or arising by operation of law, and any agreement to give or enter into any of the foregoing, including without limitation any construction, mechanic’s, supplier’s, vendor’s, or materialmen’s lien, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement, in each event whether affecting Pledgor, Pledged Entity, the Property, or any portion thereof or any interest therein, or any direct or indirect interest in Pledged Entity or Pledgor.

Pledge and Security Agreement

“Person” means any person, firm, corporation, partnership, limited liability company, other entity, state, political subdivision of any state, the United States of America, any agency or instrumentality of the United States of America, any other public body or other organization or association.

“Pledged Company Interests” means the limited liability company interests in Pledged Entity described on Schedule 1 attached hereto, together with all certificates, options or rights of any nature whatsoever which may be issued or granted to Pledgor by Pledged Entity while this Agreement is in effect.

“Proceeds” means all “proceeds” as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State of New York on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Company Interests, collections thereon or distributions with respect thereto.

“SEC” means the United States Securities and Exchange Commission and any successor thereto.

“Stadium” means that certain real property and improvements known as the “Hall of Fame Stadium” located at 1835 Harrison Avenue NW, Canton, Ohio.

Terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Ground Lease. All references to sections, exhibits and schedules are to sections, exhibits and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. The exhibits and schedules attached hereto, together with the recitals set forth above, are hereby incorporated as if fully set forth herein.

2. Pledge; Grant of Security Interest. Pledgor hereby pledges and grants to Pledgee, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations, a first priority security interest in all of Pledgor’s right, title and interest to the following:

all Pledged Company Interests;

Pledge and Security Agreement

all securities, moneys or property representing dividends or interest on any of the Pledged Company Interests, or representing a distribution in respect of the Pledged Company Interests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Company Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Company Interests;

all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Company Interests and any other Collateral;

all “accounts”, “general intangibles”, “instruments” and “investment property” (in each case as defined in the Code) constituting or relating to the foregoing; and

all Proceeds of any of the foregoing property of Pledgor (including, without limitation, any proceeds of insurance thereon, all “accounts”, “general intangibles”, “instruments” and “investment property”, in each case as defined in the Code, constituting or relating to the foregoing).

3. Representations and Warranties. Pledgor represents and warrants as of the date hereof that:

(a) No authorization, consent of or notice to any other Person (including, without limitation, any member, partner or creditor of Pledgor or Pledged Entity) that has not been obtained, is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement including, without limitation, the assignment and transfer by the Pledgor of any of the Collateral to Pledgee or the subsequent transfer thereof by Pledgee pursuant to the terms hereof;

(b) All of the Pledged Company Interests have been duly authorized and are validly issued;

(c) The Pledged Company Interests, in each case constitute all the Pledgor’s and Pledgor’s affiliates’ interests in the issued and outstanding limited liability company interests in Pledged Entity;

(d) No Management Incentive Units in Pledged Entity have been granted or exist;

(e) Pledgor is the record and beneficial owner of, and has good title to, the Pledged Company Interests in each case free of any and all Liens or options in favor of, or claims of, any other Person, except the Lien created by this Agreement and the Pledged Company Interests have not previously been assigned, sold, transferred, pledged or encumbered (except pursuant to this Agreement);

Pledge and Security Agreement

(f) Upon the execution and delivery of this Agreement, Pledgee obtaining and maintaining possession of the Pledged Company Interests in the State of New York and the filing of a UCC-1 financing statement referred to in Section 10 which adequately describes the Collateral with the Delaware Secretary of State, all steps necessary to create and perfect the security interest created by this Agreement will have been taken and the Lien granted pursuant to this Agreement will constitute a valid, perfected first priority Lien on the Pledged Company Interests and related Proceeds, enforceable as such against all creditors of Pledgor and any Persons purporting to purchase any Pledged Company Interests and related Proceeds from Pledgor, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, as well as to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

(g) The principal place of business and chief executive office of Pledgor is, and for the entire existence of Pledgor, has been, located at the address set forth in the first paragraph hereof;

(h) The exact name of Pledgor is stated on the first page hereof;

(i) Pledgor is organized and in good standing under the laws of the State indicated after the name of Pledgor stated on the first page hereof (as applicable);

(j) Pledged Entity is the record and beneficial holder of subleasehold interest in, and has good subleasehold title to the Fields in each case free of any and all Liens or options in favor of, or claims of, any other Person;

(k) The only two Members of Pledged Entity are HB Member and Pledgor;

(l) Pledged Entity has a valid subleasehold interest in the Property pursuant to that certain Project Lease dated as of February 26, 2016, as assigned to Pledged Entity pursuant to that certain Lease Assignment and Assumption Agreement dated as of January 11, 2024 (the “Sublease”), by and between Stark County Port Authority, a body corporate and politic and a port authority duly organized and validly existing under the laws of the State of Ohio (“Sublandlord”) and the Pledged Entity. A true, correct, and complete copy of the Sublease is attached hereto as Exhibit E. Sublandlord has a valid leasehold interest in the Property pursuant to that certain Ground Lease dated as of February 26, 2016 (the “Prime Lease”, and together with the Sublease, collectively, the “Leases”), by and between Canton City School District, acting by and through its Board of Education (“Prime Landlord”) and the Sublandlord. A true, correct, and complete copy of the Prime Lease is attached hereto as Exhibit F. The Leases have not been amended, nor has Pledged Entity granted any consent to any amendments or other modifications to the Leases, except as expressly set forth in Exhibit E and Exhibit F. The Sublease has been duly executed, is in full force and effect, and constitutes the entire agreement between the Pledged Entity and Sublandlord with respect to the Sublease. The Sublease constitutes the legal, valid and binding obligation of the Pledged Entity and Sublandlord, enforceable against the Pledged Entity and Sublandlord in accordance with its terms. There are no other promises, agreements, understandings or commitments between the Pledged Entity and Sublandlord relating to the Property, and the Pledged Entity has not given Sublandlord any notice of termination under the Sublease;

Pledge and Security Agreement

(m) The Pledged Entity is in full and complete possession of the Property and has accepted the Property, including any tenant improvements or other work of Sublandlord performed thereon pursuant to the terms and provisions of the Sublease, and the Property is in compliance with the Sublease. There are no contributions, credits, free rent, rent abatements, deductions, concessions, rebates, unpaid or unreimbursed construction allowances, offsets or other sums due to the Pledged Entity from Sublandlord under the Sublease;

(n) The current base rent under the Sublease is $2,625.00 per quarter, payable in advance on the first business day of each January, April, July and October, subject to any escalation and/or additional rent charges provided in the Sublease, and such base rent is current as of the date hereof;

(o) No deposits, including security deposits, or prepayments of rent have been made in connection with the Sublease, and none of the rent has been paid more than one (1) quarter in advance;

(p) The term of the Sublease commenced on February 26, 2016, and expires on the earlier of January 31, 2056 or the date of the termination of the Project Lease pursuant to Article IX of the Project Lease;

(q) No certificates representing the limited liability company interests, Units, Pledged Company Interests, or other equity interests in Pledged Entity have been issued or exist; and

(r) No party under the Leases has declared or otherwise delivered any notice of default under the Leases, and Pledgor does not have any knowledge of the existence of any event which, with the giving of notice, the passage of time, or both, would constitute a default by any party under the Leases. To Pledgor’s knowledge, there are no offsets, counterclaims, defenses, deductions or credits whatsoever with respect to the Leases, or the rents or other charges due thereunder. All monetary obligations due under the Leases to date have been fully and currently paid. No controversy presently exists between the parties under the Leases, including any litigation or arbitration with respect to the Leases or the property subject thereto. Pledged Entity has not given to the Sublandlord, or received from Sublandlord, any notice of termination with respect to the Sublease.

4. Covenants. Pledgor covenants and agrees with Pledgee that, from and after the date of this Agreement until the Guaranteed Obligations are paid and performed in full (exclusive of any indemnification or other obligations which are expressly stated in any of the Guaranty Documents to survive satisfaction of the Guaranteed Obligations):

(a) If Pledgor shall, as a result of its ownership of the Pledged Company Interests, become entitled to receive or shall receive any stock certificate or limited partnership or regular limited liability company interest or Units certificate, as applicable (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Company Interests, or otherwise in respect thereof, Pledgor shall accept the same as Pledgee’s agent, hold the same in trust for Pledgee and deliver the same forthwith to Pledgee in the exact form received, duly endorsed by Pledgor to Pledgee, if required, together with an undated stock, regular limited liability company or limited partnership interest power covering such certificate duly executed in blank and with, if Pledgee so requests, signature guaranteed, to be held by Pledgee hereunder as additional security for the Guaranteed Obligations. Any sums paid upon or in respect of the Pledged Company Interests upon the liquidation or dissolution of Pledged Entity shall be paid over to Pledgee to be held by it hereunder as additional security for the Guaranteed Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Company Interests or any property shall be distributed upon or with respect to the Pledged Company Interests pursuant to the recapitalization or reclassification of the capital of Pledged Entity or pursuant to the reorganization thereof, the property so distributed shall be delivered to Pledgee to be held by it, subject to the terms hereof, as additional security for the Guaranteed Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Company Interests shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to Pledgee, hold such money or property in trust for Pledgee, segregated from other funds of Pledgor, as additional security for the Guaranteed Obligations.

Pledge and Security Agreement

(b) Without the prior written consent of Pledgee, Pledgor shall not, directly or indirectly: (i) vote to enable, or take any other action to permit, Pledged Entity to issue any limited liability company interests, Common Units, or to issue any other securities convertible into or granting the right to purchase or exchange for any limited liability company interests or Common Units, in Pledged Entity, or (ii) sell, assign, transfer, encumber, exchange or otherwise dispose of, or grant any option with respect to (except in connection with a transaction that would involve a concurrent repayment of the Guaranteed Obligations), the Collateral, the Pledged Entity, the Fields, and/or the Stadium, (iii) create, incur, authorize or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, the Pledged Entity, the Fields, and/or the Stadium, or any interest in any of the foregoing, except for any Lien created or permitted hereby, (iv) cause, permit, or suffer any default under the documents governing Pledged Entity’s interest in the Fields (it being understood and agreed that Pledgor shall cause Pledged Entity to comply with such documents such that they remain in full force and effect for the term of this Agreement), (v) cause or permit any alteration to the Stadium or the Fields that would reduce the value of the Stadium or the Fields, (vi) cause or permit the demolition of the Stadium or the Fields, or (vii) permit the Pledged Entity to obtain indebtedness of any kind, or be subject to any lien, pledge, or grant of indebtedness of any kind. Pledgor shall defend the right, title and interest of Pledgee in and to the Collateral and the Fields against the claims and demands of all Persons whomsoever.

(c) At any time and from time to time, upon the written request of Pledgee, and at the sole expense of Pledgor, Pledgor shall promptly and duly give, execute, deliver, file and/or record such further instruments and documents and take such further actions as Pledgee may reasonably request for the purposes of obtaining, creating, perfecting, validating or preserving the full benefits of this Agreement and of the rights and powers herein granted including, without limitation, filing UCC financing or continuation statements. Pledgor hereby authorizes Pledgee to file any such financing statement or continuation statement without the signature of Pledgor to the extent permitted by law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to Pledgee, duly endorsed in a manner satisfactory to Pledgee, to be held as Collateral pursuant to this Agreement.

(d) To the extent that Pledgor has a consent right under the JV Agreement or Managing Member otherwise requests Pledgor’s consent, Pledgor shall not consent to any amendment or other modification of the JV Agreement.

(e) Pledgor will furnish to Pledgee from time to time statements and schedules further identifying and describing the Pledged Company Interests and such other reports in connection with the Pledged Company Interests as Pledgee may reasonably request, all in reasonable detail.

Pledge and Security Agreement

(f) Pledgor will not, unless (i) it shall have given ten (10) Business Days’ prior written notice to such effect to Pledgee and (ii) all action necessary or advisable, in Pledgee’s opinion, to protect and perfect the Liens and security interests intended to be created hereunder with respect to the Pledged Company Interests shall have been taken, (A) change the location of its chief executive office or principal place of business from that specified in Section 3(g), or (B) change its name or status as a limited liability company, or (C) reorganize or reincorporate under the laws of another jurisdiction.

(g) Pledgor shall pay and save Pledgee harmless from, any and all present or future stamp, court or documentary, intangible, recording, filing or similar taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto, that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement, the Guaranty, or any other Guaranty Documents, which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(h) Pledgor shall deliver to Pledgee copies of each formal notice or similar communication given to Pledgee under the JV Agreement (expressly including, without limitation, all notices regarding capital calls and notices relating to the preemptive rights provisions of Section 3.5 of the JV Agreement), within three (3) business days after receipt thereof, at c/o Blue Owl Real Estate Capital LLC, 30 North LaSalle Street, Suite 4140, Chicago, IL 60602, Attention: Asset Management & Kyle Wilson, Email: RealEstateAM@blueowl.com and kyle.wilson@blueowl.com, or such address as Pledgee may provide by notice to Pledgor, which shall be deemed received (i) if delivered personally, upon receipt, (ii) if delivered by reputable overnight courier, on the next business day, or (iii) if delivered by e-mail, upon sending.

(i) Pledgor shall not consent to, grant, execute, or deliver any control agreement (including, without limitation, any issuer control agreement, deposit control agreement, or securities account control agreement) with respect to the Pledged Company Interests.

5. Intentionally Omitted.

6. Cash Dividends; Voting Rights. Subject to the terms of this Agreement and the other Guaranty Documents, unless an Event of Default (hereinafter defined) shall have occurred and be continuing, Pledgor shall be permitted to receive (and further distribute) all limited liability company interest, Common Unit, and cash distributions paid or distributed in the normal course of business of Pledged Entity, as applicable, and to exercise all voting and limited liability company interests and Common Units, provided that no vote shall be cast or right exercised or other action taken which, violates the express terms of any provision of the Guaranty or any other Guaranty Documents. As used herein, an “Event of Default” shall mean an “Event of Default” as defined in the Ground Lease, a default under any of the Guaranty Documents, or a default under this Agreement.

Pledge and Security Agreement

7. Rights of Pledgee.

(a) If an Event of Default shall occur and be continuing, Pledgee shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Company Interests and make application thereof to the Guaranteed Obligations, in such order as Pledgee, in its sole discretion, may elect, in accordance with the Guaranty Documents. If an Event of Default shall occur and be continuing, then all such Pledged Company Interests at Pledgee’s option, shall be registered in the name of Pledgee or its nominee (if not already so registered), and Pledgee or its nominee may thereafter exercise: (i) all voting and all regular limited liability company and other rights pertaining to the Pledged Company Interests and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Company Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Company Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Pledged Entity, or upon the exercise by Pledgor or Pledgee of any right, privilege or option pertaining to such Pledged Company Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Company Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Pledgee shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(b) The rights of Pledgee under this Agreement shall not be conditioned or contingent upon the pursuit by Pledgee of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any other security therefor, guarantee thereof or right of offset with respect thereto. Pledgee shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

(c) Upon the satisfaction in full of the Guaranteed Obligations and payment of all amounts owed under the Guaranty Documents (exclusive of any indemnification or other obligations which are expressly stated in any of the Guaranty Documents to survive the satisfaction of the Guaranteed Obligations).

(d) Pledgor also authorizes Pledgee, at any time and from time to time, to execute, in connection with the sale provided for in Sections 8 or 9 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Pledge and Security Agreement

(e) The powers conferred on Pledgee hereunder are solely to protect Pledgee’s interest in the Collateral and shall not impose any duty upon Pledgee to exercise any such powers. Pledgee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Pledgee nor any of its officers, directors, or employees or agents shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct.

(f) If Pledgor fails to perform or comply with any of its agreements contained herein, and Pledgee, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Pledgee incurred in connection with such performance or compliance, together with interest at the Default Rate (as defined in the Ground Lease) if such expenses are not paid on demand, shall be payable by Pledgor to Pledgee on demand and shall constitute obligations secured hereby.

8. Remedies. If an Event of Default shall occur and be continuing, Pledgee may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Guaranteed Obligations:

(a) all rights and remedies of a secured party under the Code (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if Pledgee were the sole and absolute owner thereof (and Pledgor agrees to take all such action as may be appropriate to give effect to such right);

(b) Pledgee may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; and/or

(c) Pledgee in its discretion may, in its name or in the name of Pledgor or otherwise, demand, sue for, collect, direct payment of or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so.

Pledge and Security Agreement

Without limiting the generality of the foregoing, Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or otherwise required hereby) to or upon Pledgor, Pledged Entity, or any other Person (all and each of which demands, presentments, protests, advertisements and notices, or other defenses, are hereby waived to the extent permitted under applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of Pledgee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best in its sole discretion, for cash or on credit or for future delivery without assumption of any credit risk. Pledgee shall have the right, without notice or publication, to adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be adjourned without further notice. Pledgee shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of Pledgor, which right or equity of redemption is hereby waived or released to the extent permitted by applicable law. Pledgee shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all actual and reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Pledgee hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Guaranteed Obligations, in such order as Pledgee may elect, and only after such application and after the payment by Pledgee of any other amount required by any provision of law, including, without limitation, Sections 9-610 and 9-615 of the Code, need Pledgee account for the surplus, if any, to Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against Pledgee arising out of the exercise by Pledgee of any of its rights hereunder, except for any claims, damages and demands it may have against Pledgee arising from any violations by Pledgee under Article 9 of the Code or the willful misconduct or gross negligence of Pledgee or its affiliates, or any agents or employees of the foregoing. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least sixty (60) days before such sale or other disposition.

(d) The rights, powers, privileges and remedies of Pledgee under this Agreement are cumulative and shall be in addition to all rights, powers, privileges and remedies available to Pledgee at law or in equity. All such rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the rights of Pledgee hereunder.

9. Private Sales.

(a) Pledgor recognizes that Pledgee may be unable to effect a public sale of any or all of the Pledged Company Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Pledgee than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Pledgee shall be under no obligation to delay a sale of any of the Pledged Company Interests for the period of time necessary to permit Pledged Entity or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Pledged Entity or Pledgor would agree to do so.

Pledge and Security Agreement

(b) Pledgor shall use all commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Pledged Company Interests pursuant to this Section 9 valid and binding and in compliance with any and all other requirements of applicable law. Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to Pledgee, that Pledgee has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Guaranty Documents or the defense that Pledgee has not complied with its obligations expressly set forth herein, any other applicable law, or any applicable provision of the Code.

(c) Pledgee shall not incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. Pledgor hereby waives any claims against Pledgee arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Guaranteed Obligations, even if Pledgee accepts the first offer received and does not offer any Collateral to more than one offeree, provided that Pledgee has acted in a commercially reasonable manner and has conducted such private sale in accordance with the Code, and other applicable law.

(d) The Code states that Pledgee is able to purchase the Pledged Company Interests only if they are sold at a public sale. Pledgee has advised Pledgor that SEC staff personnel have issued various No-Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Code, yet not public for purposes of Section 4(2) of the Securities Act of 1933. The Code permits Pledgor to agree on the standards for determining whether Pledgee has complied with its obligations under Article 9. Pursuant to the Code, Pledgor specifically agrees (x) that it shall not raise any objection to Pledgee’s purchase of the Pledged Company Interests (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in the No-Action Letters (i) shall be considered to be a “public” sale for purposes of the Code; (ii) will be considered commercially reasonable notwithstanding that the Pledgee, has not registered or sought to register the Pledged Company Interests under the Securities Laws, even if Pledgor or Pledged Entity agrees to pay all costs of the registration process; and (iii) shall be considered to be commercially reasonable notwithstanding that the Pledgee purchases the Pledged Company Interests at such a sale.

(e) Pledgor agrees that Pledgee shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Company Interests sold by Pledgee pursuant to this Agreement. Pledgee, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Pledgee’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale:

(i) Pledgee conducts the foreclosure sale in the State of New York,

(ii) The foreclosure sale is conducted in accordance with the laws of the State of New York,

Pledge and Security Agreement

(iii) Not more than seventy-five (75) days before, and not less than sixty (60) days in advance of the foreclosure sale, Pledgee notifies Pledgor at the address set forth herein of the time and place of such foreclosure sale,

(iv) The foreclosure sale is conducted by an auctioneer licensed in the State of New York and is conducted in front of the New York Supreme Court located in New York City or such other New York State Court having jurisdiction over the Collateral on any Business Day between the hours of 9 a.m. and 5 p.m.,

(v) The notice of the date, time and location of the foreclosure sale is published in the New York Times or Wall Street Journal (or such other newspaper widely circulated in New York, New York) and one (1) other newspaper widely circulated in New York, New York) for seven (7) consecutive days prior to the date of the foreclosure sale, and

(vi) Pledgee sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements in the filing offices located in the State of Delaware conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date.

(f) Pledgee shall not incur any liability as a result of the sale of any Collateral undertaken in accordance with the provisions hereof and the Code, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market. Pledgor hereby waives any claims against Pledgee arising by reason of the fact that the price at which any of the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Guaranteed Obligations, even if Pledgee accepts the first offer received and does not offer any Collateral to more than one offeree, provided that Pledgee has acted in a commercially reasonable manner in conducting such private sale in accordance with the Code, other applicable law and the provisions hereof.

10. Financing Statements; Other Documents. On the date hereof, Pledgor hereby authorizes Pledgee to file UCC-1 financing statements with respect to the Collateral. Pledgor agrees to deliver any other document or instrument which Pledgee may reasonably request with respect to the Collateral for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. Without limiting the generality of the foregoing, Pledgor hereby authorizes the filing of financing statements (and amendments of financing statements and continuation statements) that name Pledgor as debtor and Pledgee as secured party and that cover all personal property or all assets of Pledgor. Pledgor hereby ratifies the filing of any such financing statements (or amendments of financing statements or continuation statements) that were filed prior to the execution hereof.

Pledge and Security Agreement

11. Attorney-in-Fact. During the continuance of an Event of Default, without limiting any rights or powers granted by this Agreement to Pledgee, Pledgee is hereby appointed, which appointment as attorney-in-fact is irrevocable and coupled with an interest, the attorney-in-fact of Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which Pledgee may deem necessary or advisable to accomplish the purposes hereof including, without limitation:

(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above;

(c) to file any claims or take any action or institute any proceedings that the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Pledgee, with respect to any of the Collateral; and

(d) to execute, in connection with the sale provided for in Section 9 or 10, any endorsement, assignments, or other instruments of conveyance or transfer with respect to the Collateral.

If so requested by Pledgee, Pledgor shall ratify and confirm any such sale or transfer by executing and delivering to Pledgee at the Pledgor’s expense all proper deeds, bills of sale, instruments of assignment, conveyance of transfer and releases as may be designated in any such request.

12. Strict Foreclosure.

(a) Pledgee may, but shall have no obligation to, in its sole and absolute discretion, either negotiate an agreement (“Strict Foreclosure Agreement”) with Pledgor, or make a written proposal (“Strict Foreclosure Proposal”) to Pledgor, to retain the Collateral in full or partial satisfaction of the Guaranteed Obligations in accordance with the procedures specified in Section 9-620 of the Code.

(b) In the case of a Strict Foreclosure Proposal, Pledgor shall, within sixty (60) days of Pledgor’s receipt of the Strict Foreclosure Proposal, indicate Pledgor’s (i) acceptance or rejection of such Strict Foreclosure Proposal and (ii) waiver of any right to redeem the Collateral pursuant to Section 9-624(c) of the Code (“UCC Waiver”). Pledgor’s indication of acceptance of a Strict Foreclosure Proposal shall be made by delivering a notice in a form substantially identical to the form attached hereto as Exhibit B.

(c) Pledgee shall notify any guarantor, any other creditor with perfected lien rights in the Collateral, and any other Person entitled to notice under Section 9-621 of the Code (“Interested Parties”) of any Strict Foreclosure Agreement or Strict Foreclosure Proposal.

Pledge and Security Agreement

(d) If Pledgee fails to receive (i) Pledgor’s acceptance of a Strict Foreclosure Proposal and UCC Waiver or (ii) acknowledgements from all Interested Parties of acceptance of the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, as applicable) and their respective UCC Waivers, within ten (10) Business Days of receipt of the notice periods specified in subsections (b) and (c) above (collectively the “Notice Period”), then Pledgor, or such other Interested Party, as applicable, shall be deemed to have objected to the Strict Foreclosure Agreement or the Strict Foreclosure Proposal, as applicable.

(e) Notwithstanding the acceptance of either a Strict Foreclosure Agreement or a Strict Foreclosure Proposal by Pledgor and each Interested Party within the applicable Notice Period, Pledgor and Pledgee shall not be required to consummate such transfer of the Collateral unless and until (i) twenty (20) days have elapsed after the delivery of such acceptance and, (ii) any Interested Party shall have not paid and satisfied the Guaranteed Obligations in full within such twenty (20) day period as contemplated under Section 9-623 of the Code (a “Redemption”). If a Redemption is consummated, Pledgor’s acceptance shall be deemed to have been revoked with the consent of Pledgee.

(f) If all the conditions specified in subsections (a) through (e) of this Section 12 have been satisfied, Pledgor and Pledged Entity shall fully cooperate, at their sole expense, in all matters deemed reasonably necessary by Pledgee to effect such transfer of ownership on the records of Pledged Entity in accordance with any applicable requirements of the operating agreement of Pledged Entity and/or the Guaranty Documents. Such cooperation shall include using Pledgor’s commercially reasonable efforts to assist Pledgee in obtaining any necessary review, approvals and other administrative action from Pledged Entity, any applicable rating agencies, and any other Person. Such assistance shall include at Pledgee’s request (given with reasonable advance notice by Pledgee) (i) attending meetings with, and providing applicable financial and operational documents and materials to, such third parties, and (ii) providing such assurances and executing such documentation as is reasonably required by such third parties or Pledgee to effect such transfer and which, in each case, is customarily provided in connection with such a Strict Foreclosure Agreement or an accepted Strict Foreclosure Proposal.

13. Springing Provisions on Certification. In the event that certificates representing the limited liability company interests, Units (as defined in the JV Agreement), other equity interests, or Pledged Company Interests in the Pledged Entity are issued, then (a) the provisions set forth in Exhibit H hereto shall automatically and immediately become effective, and (b) promptly upon the receipt of Pledgor of any such certificate(s), (i) Pledgor shall deliver to Pledgee such certificate(s), and (ii) Pledgor shall deliver a duly executed, undated stock power (or equivalent document or instrument with respect to a certificated limited liability company interest) covering each such certificate(s), duly executed in blank, and a duly executed Ownership Transfer Power in blank substantially in the form attached as Exhibit G hereto (with appropriate modifications based on the type of certificate so issued).

14. Miscellaneous.

(a) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Pledge and Security Agreement

(b) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

(c) No Waiver; Cumulative Remedies. Pledgee shall not by any act (except by a written instrument pursuant to Section 14(e)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of Pledgee, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by Pledgee of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Pledgee would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers or privileges provided by law.

(d) Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Agreement may be waived, amended, or otherwise modified except by a written instrument executed by the party against which enforcement of such waiver, amendment, or modification is sought. This Agreement shall be binding upon and shall inure to the benefit of Pledgor and the respective successors and assigns of Pledgor and shall inure to the benefit of Pledgee and its successors and assigns; provided Pledgor shall not have any right to assign its rights hereunder.

(e) Notices. All notices or other written communications hereunder shall be made in accordance with Section 8 of the Guaranty.

(f) GOVERNING LAW; VENUE; JURISDICTION.

1. THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE GUARANTY AND THE OTHER GUARANTY DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW)) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL GUARANTY DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, PLEDGOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE OTHER GUARANTY DOCUMENTS, AND THIS AGREEMENT AND THE OTHER GUARANTY DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Pledge and Security Agreement

2. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST PLEDGEE OR PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER GUARANTY DOCUMENTS MAY AT PLEDGEE’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND PLEDGOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. PLEDGOR DOES HEREBY DESIGNATE AND APPOINT:

IRG REALTY ADVISORS, LLC

ONE WEST AVENUE, SUITE #220

LARCHMONT, NEW YORK 10538

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO PLEDGOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON PLEDGOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK, PROVIDED THAT PLEDGEE PROVIDES PARALLEL NOTICE TO:

HOF VILLAGE NEWCO, LLC

2014 CHAMPIONS GATEWAY

CANTON, OHIO 44708

ATTENTION: PRESIDENT AND CHIEFE EXECUTIVE OFFICER

ATTENTION: GENERAL COUNSEL AND SECRETARY

PLEDGOR (I) SHALL GIVE PROMPT NOTICE TO PLEDGEE OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF PLEDGEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST PLEDGOR IN ANY OTHER JURISDICTION. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Pledge and Security Agreement

(g) Agents. Pledgee may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for their actions except for the gross negligence or willful misconduct of any such agents or attorneys-in-fact selected by it in good faith.

(h) Irrevocable Authorization and Instruction to Pledged Entity. Pledgor hereby authorizes and instructs Pledged Entity, and any servicer of the transactions evidenced by the Ground Lease, Guaranty, or other Guaranty Documents to comply with any instruction received by it from Pledgee in writing that (i) states that an Event of Default has occurred and is continuing and (ii) is otherwise in accordance with the terms of this Agreement and the other Guaranty Documents, without any other or further instructions from Pledgor, and Pledgor agrees that Pledged Entity, and any servicer shall be fully protected in so complying.

(i) Counterparts. This Agreement may be executed in any number of counterparts and all the counterparts taken together shall be deemed to constitute one and the same instrument.

(j) WAIVER OF JURY TRIAL, DAMAGES. PLEDGOR AND PLEDGEE EACH HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL ON ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DEALINGS BETWEEN PLEDGOR AND PLEDGEE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. PLEDGOR AND PLEDGEE EACH ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO PLEDGEE TO ENTER INTO A BUSINESS RELATIONSHIP WITH PLEDGOR. PLEDGOR REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH WAIVER IS KNOWINGLY AND VOLUNTARILY GIVEN FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED, EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, REPLACEMENTS, REAFFIRMATIONS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, OR ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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Pledge and Security Agreement

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date set forth above.

	PLEDGOR:

	HOF VILLAGE NEWCO, LLC,
	a Delaware limited liability company

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

[Signatures continue on next page]

S-1

Pledge and Security Agreement

	PLEDGEE:

	HFAKOH001 LLC,
	a Delaware limited liability company

	By:	/s/ Michael Reiter
	Name:	Michael Reiter
	Title:	Authorized Representative

[Signatures continue on next page]

S-2

Pledge and Security Agreement

	CONSENTED AND AGREED TO BY:

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY,
	a Delaware corporation

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

[end of signatures]

S-3

Pledge and Security Agreement

SCHEDULE 1

DESCRIPTION OF PLEDGED COMPANY INTERESTS

Issuer/Pledged Entity	Owner	Class of Stock/Limited Liability Company Interests/Partnership	Certificate No.	No. of Shares/% of Ownership
Sandlot HOFV Canton SC, LLC	HOF Village Newco, LLC	Common Units	N/A	200 Common Units
				(being 20% of the total Common Units in Pledged Entity)

Sch - 1

Pledge and Security Agreement

EXHIBIT A

Intentionally Omitted

A-1

Pledge and Security Agreement

EXHIBIT B

[Form of Acceptance of Pledgee’s Proposal under Section 12 of the Pledge Agreement]

___________ __, _______

HFAKOH001 LLC
c/o Blue Owl Real Estate Capital LLC

30 North LaSalle Street, Suite 4140

Chicago, IL 60602

Attention: Asset Management

Ladies and Gentlemen:

This letter agreement and waiver is being delivered by the undersigned (“Pledgor”) to HFAKOH001 LLC, a Delaware limited liability company (“Pledgee”) in connection with that certain Pledge and Security Agreement dated as of February ___, 2024 (the “Pledge Agreement”), by Pledgor in favor of Pledgee. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings specified in the Pledge Agreement.

1. As contemplated by Section 12 of the Pledge Agreement, Pledgor hereby accepts Pledgee’s Strict Foreclosure Proposal to retain all right, title and interest in and to the Collateral, and agrees to ratify such retention at the direction of Pledgee in accordance with such Section 12 and the other applicable provisions of the Guaranty Documents.

2. This acceptance is irrevocable and unconditional, subject, however, to the terms of Paragraph 5 below.

3. All of the Interested Parties acknowledge and consent to the acceptance and agreements set forth in Paragraph 1 and Paragraph 2 hereof.

4. In accordance with Section 9-624(c) of the Code, Pledged Entity and each Interested Party, hereby waives, effective as of the date hereof, all of its rights under the Code with respect to the Guaranty, the Ground Lease, the Pledge Agreement and the Collateral, if any, including any rights described in Section 9-623 of the Code, in each case to the fullest extent such rights may be waived in accordance with the Code (“UCC Waiver”).

5. Notwithstanding the acceptance and UCC Waiver, Pledgor and Pledgee shall not be required to consummate such retention by Pledgee unless and until (a) thirty (30) days have elapsed after the delivery of such acceptance, and (b) none of the Interested Parties have caused the entire Guaranteed Obligations to be paid and satisfied in full within such twenty day period (a “Redemption”), and, if a Redemption is consummated pursuant to the terms of the Guaranty Documents and in accordance with applicable law, Pledgor’s acceptance shall be deemed to have been revoked with the consent of Pledgee.

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B-1

Pledge and Security Agreement

	Very truly yours,

	PLEDGOR:

	HOF VILLAGE NEWCO, LLC,
	a Delaware limited liability company

	By:
	Name:
	Title:

ACKNOWLEDGED AND AGREED:

Sandlot HOFV Canton SC, LLC,

a Delaware limited liability company

By:
Name:
Title:

B-2

Pledge and Security Agreement

EXHIBIT C

Property

Situated in the City of Canton, Stark County, State of Ohio, being all of O.L. 1469 on that certain HOF Village Replat recorded in the Office of the Recorder of Stark County as Instrument Number 202203250013418, containing 4.9282 acres, more or less.

APN: 10014331

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Pledge and Security Agreement

EXHIBIT D

Fields Legal Description

Situated in the City of Canton, County of Stark and State of Ohio:

And known as being a part of Out Lots No. 706 and 535 in the City of Canton as recorded in a Dedication Plat recorded in Plat Book Volume 31, Page 77 of Stark County Plat Records, also known as being part of parcels now or formerly owned by Canton CSD (Parcel 28-0033) and (Parcel 28-0017) as recorded in Volume 1893, Page 534 of Stark County Records and bounded and described as follows:

Commencing at the intersection of centerline of Clarendon Avenue, varies in width, and the centerline of 17th Street, 50 feet wide;

Thence South 88 degrees 02 minutes 18 seconds East, along said centerline of 17th Street, a distance of 50.38 feet to a point thereon;

Thence South 01 degrees 57 minutes 42 seconds West, a distance of 25.00 feet to a point on a Southerly line of 17th Street, said point also being the place of beginning of the land herein to be described:

Thence South 88 degrees 02 minutes 18 seconds East, along said southerly line of 17th Street, a distance of 1270.91 feet to a point on a Westerly line of 1-77, varies in width, as recorded in a ODOT STA.-8-11.17 Plat in Plat Book Volume 32, Page 202 of Stark County Plat Records;

Thence South 37 degrees 22 minutes 38 seconds East, along said Westerly line of I-77, a distance of 39.25 feet to a point thereon;

Thence South 09 degrees 05 minutes 30 seconds West, continuing along Westerly line of I-77, a distance of 225.00 feet to a point thereon;

Thence South 14 degrees 52 minutes 09 seconds West, continuing along Westerly line of I-77, a distance of 597.90 feet to a point on a Northerly line of Helen Place, 50 feet wide;

Thence North 88 degrees 05 minutes 51 seconds West, along said Northerly line of Helen Place, a distance of 1127.58 feet to a point of curvature;

Thence Northwesterly along the arc of a curve deflecting to the right. 31.27 feet, said arc having a radius of 20.00 feet and a chord which bears North 43 degrees 18 minutes 32 seconds West, a distance of 28.18 feet to a point on the Easterly line of Clarendon Avenue;

Thence North 01 degrees 28 minutes 47 seconds East, along said Easterly line of Clarendon Avenue, a distance of 797.60 feet to a point of curvature;

Thence Northeasterly along the arc of a curve deflecting to the right, 31.58 feet, said arc having a radius of 20.00 feet and a chord which bears North 46 degrees 43 minutes 15 seconds East, a distance of 28.40 feet to the place of beginning of the land herein described.

Containing 23.8650 Acres, 1,039,558 Square feet of land.

D-1

Pledge and Security Agreement

EXHIBIT E

Sublease

[See attached]

E-1

Pledge and Security Agreement

EXHIBIT F

Prime Lease

[See attached]

F-1

Pledge and Security Agreement

EXHIBIT G

Intentionally Omitted

G-1

Pledge and Security Agreement

EXHIBIT H

Springing Provisions if Pledged Company Interests Certificated

(a)(i) All of the Pledged Company Interests are issued in the form of “certificated securities” within the meaning of Article 8 of the Code, including Section 8-102 thereof) (whether or not qualifying as investment property) (collectively, “Certificated Securities”), and Pledgor has delivered to Pledgee all Certificated Securities constituting the Pledged Company Interests, duly indorsed in blank within the meaning of the Code, and each of such Certificated Securities have been in the physical possession of Pledgor (or an agent or representative thereof) at all times prior to such delivery to Pledgee. Pledgor covenants and agrees that (i) it shall not permit Pledged Entity to convert existing equity interests, or issue new equity interests, other than as Certificated Securities, (ii) such Pledged Company Interests are and shall continue to be evidenced by one (1) certificate issued to Pledgor, (iii) each such certificate has been validly issued and is fully paid for, (iv) each such certificate represents and embodies all right, title and interest in and to the Pledged Company Interests, (v) each such certificate has not been modified or amended and remains in full force and effect, (vi) that ownership of each such certificate is registered in the respective books and records of the Pledged Entity in the name of Pledgor, subject only to the pledge thereof in favor of Pledgee, and (vii) this Agreement and the Acknowledgment of the Pledged Entity executed in connection hterewith is intended to, and shall, provide Pledgee with “control” over the Collateral within the meaning of Articles 8 and 9 of the Code. Notwithstanding the foregoing, Pledgor shall promptly notify Pledgee if any Pledged Company Interests (whether now owned or hereafter acquired by Pledgor) are not evidenced by a Certificated Security, and shall promptly thereafter take all actions required to perfect the security interest of Pledgee in such Pledged Company Interests under applicable law as required hereunder. Pledgor further agrees to take such additional actions as Pledgee deems reasonably necessary or desirable to effect the foregoing and to permit Pledgee to exercise any of its rights and remedies hereunder and agrees to provide an opinion of counsel satisfactory to Pledgee with respect to any such pledge of equity interests which are not Certificated Securities promptly upon request of Pledgee.

(b) Notwithstanding the foregoing, to better assure the perfection of the security interest of Pledgee in the Pledged Company Interests concurrently with the execution and delivery of this Agreement, Pledgor shall cause Pledged Entity to execute the Acknowledgment in the form of Exhibit H-1 attached hereto, and send written instructions in the form of Exhibit H-2 hereto to each issuer thereof (an “Issuer”), and shall cause the Issuer to, and the Issuer shall, deliver to Pledgee the Confirmation Statement and Instruction Agreement in the form of Exhibit H-3 hereto pursuant to which the Issuer will confirm that it has registered the pledge effected by this Agreement on its books and agrees to comply with the instructions of Pledgee in respect of the Pledged Company Interests without further consent of Pledgor or any other Person. Notwithstanding anything in this paragraph, neither the written instructions nor the Confirmation Statement and Instruction Agreement shall be construed as expanding the rights of Pledgee to give instructions with respect to the Collateral beyond such rights set forth in this Agreement.

(c) In addition, concurrently with the issuance of certificates representing the limited liability company interests, Units (as defined in the JV Agreement), other equity interests, or Pledged Company Interests in the Pledged Entity, Pledgor shall deliver (or cause to be delivered) the original certificate evidencing 100% of the limited liability company, Units, or other equity interests owned by Pledgor in Pledged Entity.

H-1

Pledge and Security Agreement

(d) Pledgor shall cause the limited liability company agreement of the Pledged Entity to contain the following provisions (and shall not amend the same during the term of the Lease, this Agreement, and/or Guaranty without Pledgee’s prior approval):

The Common Units in the Company shall be evidenced by certificates in the form attached hereto as Schedule B, and each such certificate shall be executed by the Member on behalf of the Company. On the date hereof, a certificate is being issued to HOF Village Newco, LLC, evidencing 20% of the Common Units in the Company. Each Common Unit in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Delaware Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions thereto as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The Company shall maintain books for the purpose of registering the transfer of Common Units. A transfer of Common Units requires delivery of an endorsed certificate. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of the Code, such provision of the Code shall control.

(e) Pledgee’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as Pledgee deals with similar securities and property for its own account. Neither Pledgee nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or otherwise

H-2

Pledge and Security Agreement

EXHIBIT H-1

FORM OF ACKNOWLEDGMENT AND CONSENT

The undersigned hereby acknowledges receipt of a copy of the Pledge and Security Agreement (the “Pledge Agreement”) dated as of February _____, 2024, by HOF Village Newco, LLC (“Pledgor”) in favor of HFAKOH001 LLC (“Pledgee”) and consents to Pledgor being bound thereby. The undersigned agrees to notify Pledgee promptly in writing of the occurrence of any of the events described in Section 4(a) of the Pledge Agreement. Initial capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Pledge Agreement

The undersigned confirms, agrees and acknowledges that (i) all of the Pledged Company Interests in the undersigned is and shall continue to be “certificated securities” in registered form within the meaning of, and governed by, Article 8 of the Code, (ii) such Pledged Company Interests are and shall continue to be evidenced by one (1) certificate issued to Pledgor, as its sole member, (iii) that each such certificate has been validly issued and is fully paid for, (iv) that each such certificate represents and embodies all right, title and interest in and to the Pledged Company Interests, (v) that each such original certificate that has been physically delivered to Pledgee, was in the physical possession of Pledgor at all times prior to such delivery to Pledgee, and has been duly indorsed in blank within the meaning of the Code, (vi) that each such certificate has not been modified or amended and remains in full force and effect, (vii) that ownership of each such certificate is registered in the respective books and records of the undersigned in the name of Pledgor, subject only to the pledge thereof in favor of Pledgee, (viii) notwithstanding any provisions in the organizational documents of the undersigned, Pledgor is hereby authorized and permitted to pledge, assign and grant a security interest in the Collateral in favor of Pledgee pursuant to the Pledge Agreement, (ix) this Agreement and Acknowledgment is intended to, and shall, provide Pledgee with “control” over the Collateral within the meaning of Articles 8 and 9 of the Code, (x) it shall comply with all instructions relating to the Collateral originated by Pledgee without further authorization or consent from Pledgor, the intention of such covenant being to comply with Section 8-106(c)(2) of the Code, and (xi) no partnership interests (general or limited) in a partnership, membership interests in a limited liability company, shares or stock interests in a corporation, the beneficial ownership interests in a trust, or other equity interests other than those represented and evidenced by such certificates in the undersigned is valid or will be recognized by the undersigned.

Dated: _____________ __, 202__

	PLEDGED ENTITY

	Sandlot HOFV Canton SC, LLC, a Delaware limited liability company

	By:
	Name:
	Title:

H-1-1

Pledge and Security Agreement

EXHIBIT H-2

[Form of Instruction to Register Pledge]

___________ __, 202__

To:

Sandlot HOFV Canton SC, LLC
c/o Bolt Ventures I LLC

34 East 51st Street

New York, New York 10022
ATTN: [___________]

In accordance with the requirements of that certain Pledge and Security Agreement, dated as of February ___, 2024 (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), between HFAKOH001 LLC, a Delaware limited liability company (the “Pledgee”) and HOF Village Newco, LLC, a Delaware limited liability company (“Pledgor”) (initial defined terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Pledge Agreement), you are hereby instructed to register the pledge of the following interests as follows:

The limited liability company interest of the undersigned in Sandlot HOFV Canton SC, LLC, a Delaware limited liability company (the “Issuer”) as listed on Schedule 1 to the Pledge Agreement including without limitation all of the following property now owned or at any time hereafter acquired by Pledgor or in which Pledgor now has or at any time in the future may acquire any right, title or interest:

(a) all additional limited liability company interests, and Common Units of, or other equity interests in, the Issuer and options, warrants, and other rights hereafter acquired by Pledgor or its affiliates in respect of such limited liability company interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification, or reorganization of the Issuer or otherwise) (all such limited liability company interests and other equity interests, including those described on Schedule 1 to the Pledge Agreement, and all such options, warrants and other rights being hereinafter collectively referred to as the “Pledged Company Interests”);

(b) all certificates, instruments, or other writings representing or evidencing the Pledged Company Interests, and all accounts and general intangibles arising out of, or in connection with, the Pledged Company Interests;

(c) any and all moneys or property due and to become due to Pledgor or its affiliates now or in the future in respect of the Pledged Company Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member of the Issuer, whether by way of a dividend, distribution, return of capital, or otherwise;

(d) all other claims which Pledgor or its affiliates now have or may in the future acquire against the Issuer and its property;

(e) all rights of Pledgor under the Limited Liability Company Agreement (and all other agreements, if any, to which Pledgor is a party from time to time which relate to its ownership of the Pledged Company Interests), including, without limitation, all voting and consent rights of Pledgor arising thereunder or otherwise in connection with Pledgor’s ownership of the Pledged Company Interests; and

(f) to the extent not otherwise included, all Proceeds of any or all of the foregoing.

You are hereby further authorized and instructed to execute and deliver to Pledgee a Confirmation Statement and Instruction Agreement, substantially in the form of Exhibit H-3 to the Pledge Agreement and, to the extent provided more fully therein, to comply with the instructions of Pledgee in respect of the Collateral without further consent of, or notice to, the undersigned. Notwithstanding anything in this paragraph, this instruction shall not be construed as expanding the rights of Pledgee to give instructions with respect to the Collateral beyond such rights set forth in the Pledge Agreement.

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H-2-1

Pledge and Security Agreement

	Very truly yours,

	PLEDGOR:

	HOF VILLAGE NEWCO, llc,
	a Delaware limited liability company

	By:
	Name:
	Title:

H-2-2

Pledge and Security Agreement

EXHIBIT H-3

[Form of Confirmation Statement and Instruction Agreement]

___________ __, 202__

To:

HFAKOH001 LLC

c/o Blue Owl Real Estate Capital LLC

30 North LaSalle Street, Suite 4140

Chicago, IL 60602

Attention: Asset Management

Pursuant to the requirements of that certain Pledge and Security Agreement dated as of February ____, 2024 (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), between HFAKOH001 LLC, a Delaware limited liability company (the “Pledgee”) and HOF Village Newco, LLC, a Delaware limited liability company (“Pledgor”) (defined terms used herein as therein defined), this Confirmation Statement and Instruction Agreement relates to those limited liability company interests, together with all Common Units (collectively, the “Pledged Company Interests”), as further described in such Pledge Agreement, issued by Sandlot HOFV Canton SC, LLC, a Delaware limited liability company.

The Pledged Company Interests are not (i) “investment company securities” (within the meaning of Section 8-103 of the Uniform Commercial Code (the “Code”)) and (ii) dealt in or traded on securities exchanges or in securities markets. The Pledged Company Interest provides that it is a “security” (within the meaning of Sections 8-102(a)(15) and 8-103 of the Code).

For purposes of perfecting the security interest of Pledgee therein, the Issuer agrees as follows:

On the date hereof, the registered owner of 100% of the Pledged Company Interests (comprising 200 Common Units (being 20% of the Common Units in Pledged Entity)) is: Pledgor.

The registered pledgee of the Pledged Company Interests is: HFAKOH001 LLC, a Delaware limited liability company.

There are no liens of the Issuer on the Pledged Company Interests or any adverse claims thereto for which the Issuer has a duty under Section 8-403 of the Code. The Issuer has by book-entry registered the pledge of the Pledged Company Interests in the name of the registered pledgee on or before February ____, 2024. No other pledge is currently registered on the books and records of the Issuer with respect to the Pledged Company Interests.

Until the Guaranteed Obligations are paid and performed in full (exclusive of provisions which shall survive full payment), the Issuer agrees to: (i) comply with the instructions of Pledgee, without any further consent from Pledgor or any other Person, in respect of the Pledged Company Interests provided such instructions are in accordance with the Guaranty Documents; and (ii) disregard any request made by Pledgor or any other person which contravenes such instructions of Pledgee with respect to the Pledged Company Interests. Notwithstanding anything in this paragraph, this confirmation statement and Instruction Agreement shall not be construed as expanding the rights of Pledgee to give instructions with respect to the Collateral beyond such rights set forth in the Pledge Agreement.

H-3-1

Pledge and Security Agreement

	Very truly yours,

	Sandlot HOFV Canton SC, LLC,
	a Delaware limited liability company

	By:
	Name:
	Title:

	ACKNOWLEDGED AND AGREED:

	HOF VILLAGE NEWCO, LLC,
	a Delaware limited liability company

	By:
	Name:
	Title:

H-3-2

Pledge and Security Agreement

EXHIBIT G

FORM OF OWNERSHIP TRANSFER POWER

OWNERSHIP TRANSFER POWER

FOR VALUE RECEIVED, HOF VILLAGE NEWCO, LLC, a Delaware limited liability company, hereby assigns, transfers and otherwise conveys unto ________________________, [all of its Common Units] in Sandlot HOFV Canton SC, LLC, a Delaware limited liability company (the “Company”), standing in the name of ________________________ on the books of the Company, evidenced by and within the [certificate of Interest] herewith, and hereby irrevocably constitutes and appoints ________________________ to transfer said interest on the books of the Company with full power of substitution in the premises.

Dated as of: _________________________	HOF VILLAGE NEWCO, LLC,
	a Delaware limited liability company

	By:
	Name:
	Its:

G-1

Exhibit 10.3

EXECUTION VERSION

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

SERIES H

COMMON STOCK PURCHASE WARRANT

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

Series H No. W-1

Warrant Shares: 890,313

THIS SERIES H COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of February 6, 2024 (the “Warrant Date”), certifies that, for value received, HFAKOH001 LLC, a Delaware limited liability company (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined below), through and until 5:00 p.m. (New York City time) on the date which is three years after the Warrant Date (such date, the “Termination Date”), but not thereafter, to subscribe for and purchase from Hall of Fame Resort & Entertainment Company, a company incorporated under the laws of the State of Delaware (the “Company”), up to 890,313 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined in Section 1). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(b)). This Warrant shall be issued and maintained in the form of a certificate held by the Holder. This Warrant is issued pursuant to the terms and conditions of the First Amendment to Lease Agreement (the “First Amendment to Lease”) dated as of February 6, 2024, by and among the Holder, as landlord, and HOF Village Waterpark, LLC, a Delaware limited liability company, as tenant, and acknowledged and agreed to by HOF Village Newco, LLC, a Delaware limited liability company, as guarantor and pledgor, and HOF Village Stadium, LLC, a Delaware limited liability company, as mortgagor.

Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined in good faith by an independent appraiser selected by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Fields Pledge” means that certain Pledge and Security Agreement granted in connection with the First Amendment to Lease.

“Guaranty” means that certain Limited Recourse Carveout Guaranty dated as of November 7, 2022, as amended from time to time.

“Lease” means that certain Lease Agreement dated as of November 7, 2022, as amended from time to time (including, without limitation, by the First Amendment to Lease).

“Mortgage” means that certain Open-End Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of December 27, 2022, and recorded as of December 29, 2022, as Instrument No. 202212290053025 with the Stark County, Ohio Recorder, as amended from time to time.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Stadium Pledge” means that certain Pledge and Security Agreement dated as of November 7, 2022, as amended from time to time.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“Transfer Agent” means Continental Stock Transfer and Trust Company, the current transfer agent of the Company, with a mailing address of One State Street, 30th Floor, New York, NY 10004 and a facsimile number of 212-616-7615, and any successor transfer agent of the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price per share of the Common Stock for such date (or the nearest preceding Trading Day) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price per share of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined in good faith by an independent appraiser selected by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrants” means this Warrant and other Common Stock purchase warrants of the same series issued by the Company.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date (and on or before the Termination Date), by delivery to the Company of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). The “Initial Exercise Date” shall be (i) at any time prior to the return of ninety percent (90.0%) of the Warrants pursuant to the First Amendment to Lease, the date of an event of default under the Lease, the Guaranty, the Stadium Pledge, the Mortgage or the Fields Pledge and (ii) at any time after Holder returns ninety percent (90.0%) of the Warrants pursuant to the First Amendment to Lease, the Warrant Date. Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of reducing the number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $2.81, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not current and available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing ((A-B)(X)) by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

In connection with clause (ii) in (A) above, upon written request of the Company, the Holder will promptly provide evidence reasonably acceptable to the Company of the Bid Price of the Common Stock on the principal Trading Market that was reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise provided that failure to provide such evidence shall not reduce or otherwise toll the Company’s obligation to deliver the Warrant Shares on or before the Warrant Share Delivery Date.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder (x) by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise and the Warrant Shares are eligible to be sold by the Holder under Rule 144 of the Securities Act, or otherwise (y) by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise. The Company shall deliver, or cause the Transfer Agent to, deliver the Warrant Shares by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by notifying the Company of such rescission within ten (10) days of delivering the Notice of Exercise.

iv. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

v. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vi. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, or (iii) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements (without unreasonable delay) prior to such Fundamental Transaction and shall deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

g) Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

Section 4. Transfer of Warrant.

a) Transferability. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated as of the Warrant Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

The Company covenants that, during the period this Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof (other than Section 5-1401 of the General Obligations law). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder to the Company shall be in writing and delivered personally, or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 2014 Champions Gateway, Canton, OH 44708, Attention: (i) Chief Executive Officer, email address: michael.crawford@HOFvillage.com and (ii) General Counsel, email address: Tara.Charnes@HOFVILLAGE.com, or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or electronic transmission, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, email address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via email at the email address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via email at the email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries, the Company shall file such notice with the Commission pursuant to a Current Report on Form 8-K as soon as practicable and no later than 4 Business Days after providing such notice hereunder.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the beneficial owner of this Warrant, on the other hand.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the Warrant Date first above indicated.

HALL OF FAME RESORT & ENTERTAINMENT
COMPANY

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

NOTICE OF EXERCISE

To: HALL OF FAME RESORT & ENTERTAINMENT COMPANY

(1) The undersigned hereby elects to purchase ________ Warrant Shares of Hall of Fame Resort & Entertainment Company (the “Company”) pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________.

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity: ___________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________

Name of Authorized Signatory: _______________________________

Title of Authorized Signatory: ________________________________

Date: ___________________________

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:	______________________________________
	(Please Print)
Address:	______________________________________
Phone Number: Email Address:	(Please Print) ______________________________________ ______________________________________

Dated: _______________ __, ______

Holder’s Signature:_____________________

Holder’s Address:_____________________

Exhibit 10.4

SECOND AMENDMENT TO
LEASE AGREEMENT

This Second Amendment to Lease Agreement (the “Amendment”) is made and entered into as of February 28, 2024 (the “Effective Date”), by and between HFAKOH001 LLC, a Delaware limited liability company (“Landlord”), and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company (“Tenant”), and acknowledged and agreed to by HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“Guarantor”), as guarantor under the Guaranty (as hereinafter defined) and pledgor under the Stadium Pledge (as hereinafter defined) and pledgor under the Fields Pledge (as hereinafter defined), HOF VILLAGE STADIUM, LLC, a Delaware limited liability company (“Stadium Mortgagor”), as mortgagor under the Stadium Mortgage (as hereinafter defined), and HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a company incorporated under the laws of the State of Delaware (“HOFRECO”).

RECITALS:

A. Landlord and Tenant entered into that certain Lease Agreement dated as of November 7, 2022 (the “Original Lease”), as amended by that certain First Amendment to Lease Agreement dated as of February 23, 2024 (the “First Lease Amendment”; the Original Lease, as amended by the First Lease Amendment, and as may be further amended from time to time, collectively, the “Lease”), with respect to the Premises (as defined in the Lease). All initial capitalized terms not otherwise defined herein have the meanings assigned to such terms in the Lease.

C. In connection with the Lease and the Stadium Pledge, Stadium Mortgagor delivered to Landlord that certain Open-End Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of December 27, 2022, and recorded as of December 29, 2022, as Instrument No. 202212290053025 with the Stark County, Ohio Recorder (as amended from time to time, the “Stadium Mortgage”). The land, improvements, and other mortgaged property described in the Stadium Mortgage are referred to collectively herein as the “Stadium”.

D. In connection with the First Lease Amendment, Guarantor delivered to Landlord (1) that certain Consent & Agreement dated as of February 23, 2024 (together with all amendments, restatements, amendments and restatements, replacements and other modifications from time to time, the “Consent”), (2) that certain Pledge and Security Agreement dated as of February 23, 2024 (together with all amendments, restatements, amendments and restatements, replacements and other modifications from time to time, the “Fields Pledge”), (3) that certain Series H Common Stock Purchase Warrant dated as of February 23, 2024, relating to Hall of Fame Resort & Entertainment Company (together with all amendments, restatements, amendments and restatements, replacements and other modifications from time to time, the “Warrants”).

D. Landlord and Tenant now desire to amend the Lease upon the terms and conditions contained herein.

AGREEMENT:

1. Landlord Funding. On the date hereof, Landlord shall fund to Tenant the amount of One Million and No/100 Dollars ($1,000,000.00) (the “$1.0M Allowance”), which may be used by (a) Tenant, only for the purpose of the construction of the New Improvements in accordance with the Water Park Construction Documents, (b) Stadium Mortgagor, only for the purpose of paying taxes and assessments due from Stadium Mortgagor to governmental entities or Stark Port (as defined in the Stadium Mortgage) pursuant to the Project Lease (as defined in the Stadium Mortgage), and (c) Guarantor, for the purpose of paying other necessary operating expenses.

2. Base Rent. As of the Effective Date, Exhibit A of the Lease is hereby deleted and replaced in its entirety with Exhibit A attached hereto, reflecting (a) an increase in the Base Rent to take into account Landlord’s funding to Tenant of the $1.0M Allowance, and (b) a forbearance of the Base Rent due for the months of March 2024 and April 2024, which shall be due on May 1, 2024. The foregoing is expressly subject to the Tenant Repayment Right (as hereinafter defined) and the Landlord Repayment Option (as hereinafter defined). Notwithstanding anything to the contrary set forth herein or in the Lease, there shall be no notice period or cure period for the Rent payment due on May 1, 2024, which required Rent payment is indicated in the row labeled “2.6” on Exhibit A attached hereto (it being understood and agreed that Tenant’s failure to pay such Rent payment on May 1, 2024, shall be an immediate Event of Default).

3. Additional Parcels Mortgage; Cooperation.

(a) On the Effective Date, Guarantor shall execute and deliver, and cause to be fully and duly executed and delivered, to Landlord, (1) that certain Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing attached hereto as Exhibit C regarding Collateral Security (defined below, and subject to subparagraph 3(b) below) (the “Additional Parcels Mortgage”), (2) that certain owner’s affidavit attached hereto as Exhibit D (the “Owner’s Affidavit”), and (3) evidence of the authority of Guarantor to execute and deliver this Amendment, the Additional Parcels Mortgage, and Owner’s Affidavit, together with good standing certificates evidencing Guarantor’s good standing in the States of Delaware and Ohio. “Collateral Security” means collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Additional Parcels Mortgage). The land, improvements, and other mortgaged property described in the Additional Parcels Mortgage are referred to collectively herein as the “Additional Parcels”.

(b) Tenant, Guarantor, Stadium Mortgagor, and HOFRECO (the “HOFV Parties”) acknowledge and agree that Landlord intends to obtain an extended coverage ALTA loan policy of title insurance relating to the Additional Parcels Mortgage (the “Title Policy”) from Chicago Title Insurance Company (“Title Insurer”), but that there was insufficient time prior to the date hereof for Title Insurer to deliver a title commitment to Landlord. Accordingly, the HOFV Parties shall cooperate with Landlord after the date hereof in order for Landlord to obtain the Title Policy, which shall include, without limitation, the HOFV Parties executing such affidavits and indemnities reasonably requested by Title Insurer, and delivering additional evidence of the authority and good standing of the HOFV Parties in connection therewith. Landlord acknowledges and agrees that the costs associated with procuring such Title Policy shall be incurred and paid by Landlord.

(c) Provided (i) no event of default exists under the Lease, the Guaranty, the Stadium Pledge, the Stadium Mortgage, the Fields Pledge, the Consent, the Warrants, or the Additional Parcels Mortgage (and no fact or circumstance exists that, with the giving of notice, the passage of time, or both, could reasonably be expected to result in any such event of default), and (ii) the New Improvements have been fully completed in accordance with the Water Park Construction Documents, Tenant shall have the right to pay to Landlord the sum of One Million One Hundred Twenty Nine Thousand Thirty Two and 26/100 Dollars ($1,129,032.26) in immediately available funds, upon which (x) Landlord shall deliver to Tenant a release of the Additional Parcels Mortgage, executed by Landlord, and (y) from and after the date of such payment, Exhibit A of the Lease shall revert to the original rent schedule under the Original Lease as amended by the First Lease Amendment (which is attached as Exhibit B hereto) (the foregoing right, the “Tenant Repayment Right”). [It is understood and agreed that the Tenant Repayment Right set forth in this Amendment is independent from the “Tenant Repayment Right” set forth in the First Lease Amendment, but Tenant must exercise the Tenant Repayment Right set forth in this Amendment before Tenant may exercise the “Tenant Repayment Right” set forth in the First Lease Amendment.]

(d) In the event that either (1) Title Insurer is unable to issue the Title Policy, or (2) the Title Policy is not in form or substance reasonably acceptable to Landlord, then Landlord shall have the right to issue Tenant a notice stating that Tenant must pay to Landlord the sum of One Million and No/100 Dollars ($1,000,000.00), in which event Tenant shall pay such sum to Landlord in immediately available funds within ninety (90) days after the New Improvements have been substantially completed, and promptly after receipt of such payment after such election, (x) Landlord shall deliver to Tenant a release of the Additional Parcels Mortgage, executed by Landlord, and (y) from and after the date of such payment, Exhibit A of the Lease shall revert to the original rent schedule under the Original Lease as amended by the First Lease Amendment (which is attached as Exhibit B hereto) (the foregoing right, the “Landlord Repayment Option”).

(e) Upon the occurrence of any Event of Default and exhaustion of all Leasehold Mortgagee’s Cure Rights (if applicable) in accordance with the express terms and conditions of the Lease, Tenant and Guarantor shall cooperate with Landlord, at the sole cost and expense of Guarantor, to transfer operation of all or any portion of the Premises, the Stadium, and the Additional Parcels (as determined by Landlord) to a replacement operator designated by Landlord.

(f) If (i) an Event of Default shall occur and be continuing, and (ii) Mortgagee (as defined in the Additional Parcels Mortgage) forecloses on the Additional Parcels, then the Base Rent (as defined in the Lease), the Obligations (as defined in the Guaranty), and the Obligations (as defined in the Additional Parcels Mortgage), without duplication, shall be reduced, on a dollar-for-dollar basis, by any amounts actually received in cash or cash equivalents by Mortgagee upon a sale of the Additional Parcels from and after the date of such receipt.

(g) Notwithstanding anything to the contrary herein, the reductions set forth in subparagraphs 3(f) above shall not reduce the Base Rent, the Obligations (as defined in the Guaranty), the Obligations (as defined in the Additional Parcels Mortgage), or any other obligations owing to Mortgagee or its affiliates by more than One Million and No/100 Dollars ($1,000,000.00).

4. Status Conferences. Tenant, Guarantor, and Stadium Mortgagor agree to (a) participate in status calls as requested by Landlord regarding the construction of the Premises, the status of the project that the Premises is part of, and the financial condition of Tenant, Guarantor, and Stadium Mortgagor, and (b) promptly provide information reasonably requested by Landlord in connection with the foregoing.

5. Representations and Warranties of Tenant, Guarantor and Stadium Mortgagor. As of the Effective Date, each of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor represents and warrants to Landlord as follows:

(a) Each of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor is duly organized, validly existing, and in good standing under the laws of their state of organization and are duly qualified as a foreign entities and are currently in good standing in each state in which such qualification is required for the conduct of each of Tenant’s, Guarantor’s, HOFRECO’s, and Stadium Mortgagor’s business as it is currently being conducted (including the State in which the Premises is located).

(b) Each of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor has the full authority and due capacity to execute, deliver, and perform this Amendment, all documents, instruments and agreements heretofore delivered to Landlord, and all documents, instruments and agreements executed in connection herewith to which they are a party. Such execution, delivery, and performance has been duly authorized as required under the organizational documents of each of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor, and the individuals and entities executing this Amendment and all documents, instruments and agreements executed in connection herewith or heretofore delivered to Landlord on behalf of each of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor have been duly authorized and empowered to bind each such party by such execution.

(c) This Amendment and all documents, instruments and agreements executed in connection herewith or heretofore delivered to Landlord have been duly executed and delivered to Landlord by each of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor, and are valid, binding, and enforceable against each of them in accordance with its terms.

(d) Neither the execution and delivery of this Amendment, nor the documents, instruments and agreements executed in connection herewith or heretofore delivered to Landlord, nor the performance of its terms and compliance with their conditions will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a violation or default under any organizational document of either of Tenant, Guarantor HOFRECO, or Stadium Mortgagor, or, to the actual knowledge of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor, applicable law, regulation, judgment, writ, order or decree to which either of Tenant, Guarantor, HOFRECO, or Stadium Mortgagor or any property of either of Tenant, Guarantor, HOFRECO, or Stadium Mortgagor is subject.

(e) To the actual knowledge of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor, each of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor is in compliance in all material respects with all federal, state and local laws, rules, and regulations applicable to the Premises, the property subject to the Stadium Mortgage, the collateral described in the Stadium Pledge, the property subject to the Additional Parcels Mortgage, the collateral described in the Fields Pledge, the Warrants, and their operations, their businesses, and their finances.

6. Intentionally Omitted.

7. Landlord Release. As of the Effective Date, each of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor, and their respective past, present and future employees, agents, attorneys, representatives, successors and assigns, and all persons or entities claiming by, through or under any of them (and their respective successors and assigns, collectively, the “HOF Releasing Parties”), hereby:

(a) acknowledges, agrees and affirms that none of them possesses any claims, defenses, offsets, rights of recoupment or counterclaims of any kind or nature against or with respect to the enforcement or administration of the Lease, the Stadium Pledge, the Stadium Mortgage, the Fields Pledge, the Consent, the Warrant, and/or the Guaranty, or any knowledge of any facts or circumstances that might give rise to or be the basis of any such claims, defenses, offsets, rights of recoupment or counterclaims;

8. Ratification.

(a) Each of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor hereby expressly, unconditionally, irrevocably and unequivocally (i) ratifies each of their obligations under the Lease, the Guaranty, the Stadium Pledge, the Stadium Mortgage, the Fields Pledge, the Consent, and the Warrants (the “Ratifying Parties Obligations”) and confirms that such Ratifying Parties Obligations, and all waivers, covenants and agreements by each of Tenant, Guarantor, HOFRECO, and Stadium Mortgagor in the Lease, the Guaranty, the Stadium Pledge, the Stadium Mortgage, the Fields Pledge, the Consent, and the Warrants remain in full force and effect for the benefit of Landlord, (ii) reaffirms its continuing absolute liability for the payment and performance of all of the Ratifying Parties Obligations, and (iii) confirms that such Ratifying Parties Obligations have not been modified or amended and that each of Tenant’s, Guarantor’s, HOFRECO’s and Stadium Mortgagor’s liabilities under such Ratifying Parties Obligations have not been limited, impaired or affected in any manner by any existing or previous event, fact or circumstance, in each case subject to the terms of this Amendment.

(c) For the avoidance of doubt, any default by Tenant, Guarantor, HOFRECO, or Stadium Mortgagor hereunder shall be deemed a default under the Lease (subject to the last sentence of Section 2 above).

9. Miscellaneous. The provisions of this Amendment shall govern and control in the event of any conflict between this Amendment, on the one hand, and the provisions of the Lease, the Guaranty, the Stadium Pledge, the Stadium Mortgage, the Fields Pledge, the Consent, and/or the Warrants, on the other hand. The parties hereto, and each of them, agree to execute from time to time, any and all documents reasonably requested by the others to carry out the intent of this Amendment. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment. This Amendment shall be governed by the laws of the State of Ohio. EACH OF THE PARTIES HERETO, BY ACCEPTANCE OF THIS AMENDMENT, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AMENDMENT. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Time is of the essence with respect to all agreements and obligations of each of Tenant, Guarantor, and Stadium Mortgagor contained herein and in the Lease. This Amendment is solely for the benefit of the parties hereto and no persons other than the parties hereto and the Landlord Released Parties shall be entitled to claim or receive any benefit by reason of this Amendment.

11. Survival. The provisions of Sections 1, 3, 7, 8, 9, 10, and 11 of this Amendment shall survive the expiration or earlier termination of the Lease.

[SIGNATURE PAGES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

	LANDLORD:

	HFAKOH001 LLC,
	a Delaware limited liability company

	By:	/s/ Michael Reiter
	Name:	Michael Reiter
	Title:	Authorized Representative

	TENANT:

	HOF VILLAGE WATERPARK, LLC,
	a Delaware limited liability company

	By:	/s/ Tara Charnes
	Name:	Tara Charnes
	Title:	General Counsel and Corporate Secretary

	GUARANTOR:

	HOF VILLAGE NEWCO, LLC,
	a Delaware limited liability company

	By:	/s/ Tara Charnes
	Name:	Tara Charnes
	Title:	General Counsel and Corporate Secretary

	STADIUM MORTGAGOR:

	HOF VILLAGE STADIUM, LLC,
	a Delaware limited liability company

	By:	/s/ Tara Charnes
	Name:	Tara Charnes
	Title:	General Counsel and Corporate Secretary

	HOFRECO:

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY,
	a company incorporated under the laws of the State of Delaware

	By:	/s/ Tara Charnes
	Name:	Tara Charnes
	Title:	General Counsel and Corporate Secretary

Exhibit A

EXHIBIT A
TO
LEASE AGREEMENT

Base Rent Schedule

Lease Year		Annual Rent Amount		Monthly Rent
	1	$	4,375,000.00	$	364,583.33
	2	$	4,718,714.05		See below
	2.1	$	4,718,714.05	$	373,697.92	(i.e., the monthly Base Rent payment due on December 1, 2023)
	2.2	$	4,718,714.05	$	373,697.92
	2.3	$	4,718,714.05	$	378,098.06
	2.4	$	4,718,714.05	$	-
	2.5	$	4,718,714.05	$	-
	2.6	$	4,718,714.05	$	1,197,907.68	(i.e., the monthly Base Rent payment due on May 1, 2024, with no notice or cure period)
	2.7	$	4,718,714.05	$	399,218.75
	2.8	$	4,718,714.05	$	399,218.75
	2.9	$	4,718,714.05	$	399,218.75
	2.10	$	4,718,714.05	$	399,218.75
	2.11	$	4,718,714.05	$	399,218.75
	2.12	$	4,718,714.05	$	399,218.75
	3	$	4,910,390.58	$	409,199.22
	4	$	5,033,150.35	$	419,429.20
	5	$	5,158,979.11	$	429,914.93
	6	$	5,287,953.58	$	440,662.80
	7	$	5,420,152.42	$	451,679.37
	8	$	5,555,656.24	$	462,971.35
	9	$	5,694,547.64	$	474,545.64
	10	$	5,836,911.33	$	486,409.28
	11	$	5,982,834.12	$	498,569.51
	12	$	6,132,404.97	$	511,033.75
	13	$	6,285,715.09	$	523,809.59
	14	$	6,442,857.97	$	536,904.83
	15	$	6,603,929.42	$	550,327.45
	16	$	6,769,027.65	$	564,085.64
	17	$	6,938,253.35	$	578,187.78
	18	$	7,111,709.68	$	592,642.47
	19	$	7,289,502.42	$	607,458.54
	20	$	7,471,739.98	$	622,645.00
	21	$	7,658,533.48	$	638,211.12
	22	$	7,849,996.82	$	654,166.40
	23	$	8,046,246.74	$	670,520.56
	24	$	8,247,402.91	$	687,283.58
	25	$	8,453,587.98	$	704,465.67
	26	$	8,664,927.68	$	722,077.31
	27	$	8,881,550.87	$	740,129.24
	28	$	9,103,589.64	$	758,632.47
	29	$	9,331,179.38	$	777,598.28
	30	$	9,564,458.87	$	797,038.24
	31	$	9,803,570.34	$	816,964.20
	32	$	10,048,659.60	$	837,388.30
	33	$	10,299,876.09	$	858,323.01
	34	$	10,557,372.99	$	879,781.08
	35	$	10,821,307.32	$	901,775.61
	36	$	11,091,840.00	$	924,320.00
	37	$	11,369,136.00	$	947,428.00
	38	$	11,653,364.40	$	971,113.70
	39	$	11,944,698.51	$	995,391.54
	40	$	12,243,315.97	$	1,020,276.33
	41	$	12,549,398.87	$	1,045,783.24
	42	$	12,863,133.84	$	1,071,927.82

43	$	13,184,712.19	$	1,098,726.02
44	$	13,514,329.99	$	1,126,194.17
45	$	13,852,188.24	$	1,154,349.02
46	$	14,198,492.95	$	1,183,207.75
47	$	14,553,455.27	$	1,212,787.94
48	$	14,917,291.66	$	1,243,107.64
49	$	15,290,223.95	$	1,274,185.33
50	$	15,672,479.55	$	1,306,039.96
51	$	16,064,291.53	$	1,338,690.96
52	$	16,465,898.82	$	1,372,158.24
53	$	16,877,546.29	$	1,406,462.19
54	$	17,299,484.95	$	1,441,623.75
55	$	17,731,972.07	$	1,477,664.34
56	$	18,175,271.38	$	1,514,605.95
57	$	18,629,653.16	$	1,552,471.10
58	$	19,095,394.49	$	1,591,282.87
59	$	19,572,779.35	$	1,631,064.95
60	$	20,062,098.84	$	1,671,841.57
61	$	20,563,651.31	$	1,713,637.61
62	$	21,077,742.59	$	1,756,478.55
63	$	21,604,686.15	$	1,800,390.51
64	$	22,144,803.31	$	1,845,400.28
65	$	22,698,423.39	$	1,891,535.28
66	$	23,265,883.98	$	1,938,823.66
67	$	23,847,531.07	$	1,987,294.26
68	$	24,443,719.35	$	2,036,976.61
69	$	25,054,812.34	$	2,087,901.03
70	$	25,681,182.64	$	2,140,098.55
71	$	26,323,212.21	$	2,193,601.02
72	$	26,981,292.52	$	2,248,441.04
73	$	27,655,824.83	$	2,304,652.07
74	$	28,347,220.45	$	2,362,268.37
75	$	29,055,900.96	$	2,421,325.08
76	$	29,782,298.48	$	2,481,858.21
77	$	30,526,855.95	$	2,543,904.66
78	$	31,290,027.34	$	2,607,502.28
79	$	32,072,278.03	$	2,672,689.84
80	$	32,874,084.98	$	2,739,507.08
81	$	33,695,937.10	$	2,807,994.76
82	$	34,538,335.53	$	2,878,194.63
83	$	35,401,793.92	$	2,950,149.49
84	$	36,286,838.77	$	3,023,903.23
85	$	37,194,009.74	$	3,099,500.81
86	$	38,123,859.98	$	3,176,988.33
87	$	39,076,956.48	$	3,256,413.04
88	$	40,053,880.39	$	3,337,823.37
89	$	41,055,227.40	$	3,421,268.95
90	$	42,081,608.09	$	3,506,800.67
91	$	43,133,648.29	$	3,594,470.69
92	$	44,211,989.50	$	3,684,332.46
93	$	45,317,289.23	$	3,776,440.77
94	$	46,450,221.46	$	3,870,851.79
95	$	47,611,477.00	$	3,967,623.08
96	$	48,801,763.93	$	4,066,813.66
97	$	50,021,808.02	$	4,168,484.00
98	$	51,272,353.22	$	4,272,696.10
99	$	52,554,162.05	$	4,379,513.50

Exhibit B

EXHIBIT A
TO
LEASE AGREEMENT

Base Rent Schedule

Lease Year	Annual Base Rent Amount		Monthly Base Rent Amount
1	$	4,375,000.00	$	364,583.33
2	$	4,664,152.30	$	388,679.36
3	$	4,820,703.13	$	401,725.26
4	$	4,941,220.71	$	411,768.39
5	$	5,064,751.23	$	422,062.60
6	$	5,191,370.01	$	432,614.17
7	$	5,321,154.26	$	443,429.52
8	$	5,454,183.11	$	454,515.26
9	$	5,590,537.69	$	465,878.14
10	$	5,730,301.13	$	477,525.09
11	$	5,873,558.66	$	489,463.22
12	$	6,020,397.63	$	501,699.80
13	$	6,170,907.57	$	514,242.30
14	$	6,325,180.26	$	527,098.35
15	$	6,483,309.76	$	540,275.81
16	$	6,645,392.51	$	553,782.71
17	$	6,811,527.32	$	567,627.28
18	$	6,981,815.50	$	581,817.96
19	$	7,156,360.89	$	596,363.41
20	$	7,335,269.91	$	611,272.49
21	$	7,518,651.66	$	626,554.31
22	$	7,706,617.95	$	642,218.16
23	$	7,899,283.40	$	658,273.62
24	$	8,096,765.49	$	674,730.46
25	$	8,299,184.62	$	691,598.72
26	$	8,506,664.24	$	708,888.69
27	$	8,719,330.85	$	726,610.90
28	$	8,937,314.12	$	744,776.18
29	$	9,160,746.97	$	763,395.58
30	$	9,389,765.64	$	782,480.47
31	$	9,624,509.79	$	802,042.48
32	$	9,865,122.53	$	822,093.54
33	$	10,111,750.59	$	842,645.88
34	$	10,364,544.36	$	863,712.03
35	$	10,623,657.97	$	885,304.83
36	$	10,889,249.42	$	907,437.45
37	$	11,161,480.65	$	930,123.39
38	$	11,440,517.67	$	953,376.47
39	$	11,726,530.61	$	977,210.88
40	$	12,019,693.88	$	1,001,641.16
41	$	12,320,186.22	$	1,026,682.19
42	$	12,628,190.88	$	1,052,349.24
43	$	12,943,895.65	$	1,078,657.97
44	$	13,267,493.04	$	1,105,624.42
45	$	13,599,180.37	$	1,133,265.03
46	$	13,939,159.88	$	1,161,596.66
47	$	14,287,638.87	$	1,190,636.57
48	$	14,644,829.85	$	1,220,402.49
49	$	15,010,950.59	$	1,250,912.55
50	$	15,386,224.36	$	1,282,185.36

51	$	15,770,879.96	$	1,314,240.00
52	$	16,165,151.96	$	1,347,096.00
53	$	16,569,280.76	$	1,380,773.40
54	$	16,983,512.78	$	1,415,292.73
55	$	17,408,100.60	$	1,450,675.05
56	$	17,843,303.12	$	1,486,941.93
57	$	18,289,385.69	$	1,524,115.47
58	$	18,746,620.34	$	1,562,218.36
59	$	19,215,285.85	$	1,601,273.82
60	$	19,695,667.99	$	1,641,305.67
61	$	20,188,059.69	$	1,682,338.31
62	$	20,692,761.18	$	1,724,396.77
63	$	21,210,080.21	$	1,767,506.68
64	$	21,740,332.22	$	1,811,694.35
65	$	22,283,840.52	$	1,856,986.71
66	$	22,840,936.54	$	1,903,411.38
67	$	23,411,959.95	$	1,950,996.66
68	$	23,997,258.95	$	1,999,771.58
69	$	24,597,190.42	$	2,049,765.87
70	$	25,212,120.18	$	2,101,010.02
71	$	25,842,423.19	$	2,153,535.27
72	$	26,488,483.77	$	2,207,373.65
73	$	27,150,695.86	$	2,262,557.99
74	$	27,829,463.26	$	2,319,121.94
75	$	28,525,199.84	$	2,377,099.99
76	$	29,238,329.84	$	2,436,527.49
77	$	29,969,288.08	$	2,497,440.67
78	$	30,718,520.28	$	2,559,876.69
79	$	31,486,483.29	$	2,623,873.61
80	$	32,273,645.37	$	2,689,470.45
81	$	33,080,486.51	$	2,756,707.21
82	$	33,907,498.67	$	2,825,624.89
83	$	34,755,186.14	$	2,896,265.51
84	$	35,624,065.79	$	2,968,672.15
85	$	36,514,667.44	$	3,042,888.95
86	$	37,427,534.12	$	3,118,961.18
87	$	38,363,222.47	$	3,196,935.21
88	$	39,322,303.04	$	3,276,858.59
89	$	40,305,360.61	$	3,358,780.05
90	$	41,312,994.63	$	3,442,749.55
91	$	42,345,819.49	$	3,528,818.29
92	$	43,404,464.98	$	3,617,038.75
93	$	44,489,576.61	$	3,707,464.72
94	$	45,601,816.02	$	3,800,151.34
95	$	46,741,861.42	$	3,895,155.12
96	$	47,910,407.96	$	3,992,534.00
97	$	49,108,168.16	$	4,092,347.35
98	$	50,335,872.36	$	4,194,656.03
99	$	51,594,269.17	$	4,299,522.43

Exhibit C

Additional Parcels Mortgage

[See Attached]

Exhibit D

Owner’s Affidavit

[See Attached]

Exhibit 10.5

THIS INSTRUMENT IS TO BE INDEXED AS BOTH A

MORTGAGE AND A FIXTURE FILING

OPEN-END MORTGAGE, ASSIGNMENT OF LEASES

AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

(Maximum Principal Amount: $2,000,000)

This OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of the 28th day of February, 2024, by HOF VILLAGE NEWCO, LLC, a Delaware limited liability company, with its principal place of business at 2014 Champions Gateway, Canton, OH 44708 (“Mortgagor”), as Mortgagor, for the benefit of HFAKOH001 LLC, a Delaware limited liability company (“Mortgagee”).

WITNESSETH:

WHEREAS, Mortgagor is the fee owner of (1) that certain real property described on Exhibit A attached hereto and made a part hereof (the “Land”), and (2) the Improvements (as hereinafter defined) located on the Land;

WHEREAS, pursuant to that certain Lease Agreement dated November 7, 2022, by and between Mortgagee and HOF Village Waterpark, LLC, a Delaware limited liability company (“Village Waterpark”), as amended by that certain First Amendment to Lease Agreement dated as of February 23, 2024 (the “First Lease Amendment”; such Lease Agreement as amended by the First Lease Amendment, the “Original Waterpark Lease”), Mortgagee leased to Village Waterpark certain real property described therein (the “Waterpark Property”), and Village Waterpark is to construct a waterpark on such Waterpark Property pursuant to the terms thereof;

WHEREAS, on the date hereof, Mortgagee and Village Waterpark are entering into that certain Second Amendment to Lease Agreement (the “Second Lease Amendment”), whereby, inter alia, Mortgagee is funding for the benefit of Village Waterpark the amount of One Million and No/100 Dollars ($1,000,000.00) for the purposes described therein;

WHEREAS, as used herein, the “Waterpark Lease” shall mean and refer to the Original Waterpark Lease, as amended by the Second Lease Amendment, and as the same may be further amended, restated, amended and restated, renewed, extended, supplemented, replaced, and otherwise modified from time to time;

WHEREAS, in connection with the Original Waterpark Lease, (1) Mortgagor entered into (a) that certain Limited Recourse Carveout Guaranty (together with all amendments, restatements, amendments and restatements, replacements and other modifications from time to time, the “Guaranty”) dated as of November 7, 2022, and (b) that certain Pledge and Security Agreement (together with all amendments, restatements, amendments and restatements, replacements and other modifications from time to time, the “Stadium Pledge Agreement”) dated as of November 7, 2022, each with Mortgagee, and (2) HOF Village Stadium, LLC, a Delaware limited liability company (“Stadium Mortgagor”), delivered to Mortgagee that certain that certain Open-End Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of December 27, 2022, and recorded as of December 29, 2022, as Instrument No. 202212290053025 with the Stark County, Ohio Recorder (as amended, restated, amended and restated, supplemented, replaced, and otherwise modified from time to time, the “Stadium Mortgage”), and the provisions of each of the foregoing are incorporated herein by reference to the same extent as if fully set forth herein;

WHEREAS, in connection with the First Lease Amendment, Mortgagor delivered to Mortgagee (1) that certain Consent & Agreement dated as of February 23, 2024 (together with all amendments, restatements, amendments and restatements, replacements and other modifications from time to time, the “Consent”), (2) that certain Pledge and Security Agreement dated as of February 23, 2024 (together with all amendments, restatements, amendments and restatements, replacements and other modifications from time to time, the “Fields Pledge Agreement”), and (3) that certain Series H Common Stock Purchase Warrant dated as of February 23, 2024, relating to Hall of Fame Resort & Entertainment Company (together with all amendments, restatements, amendments and restatements, replacements and other modifications from time to time, the “Warrants”), and the provisions of each of the foregoing are incorporated herein by reference to the same extent as if fully set forth herein;

WHEREAS, as used herein, the “Security Documents” shall mean and refer to this Mortgage, the Stadium Mortgage, the Guaranty, the Stadium Pledge Agreement, the Fields Pledge Agreement, the Consent, the Waterpark Lease, the Warrants, any financing statements delivered in connection therewith, and all other documents evidencing or securing the Obligations (as defined below), as such documents may be amended, modified, replaced or restated from time to time;

WHEREAS, Mortgagor is the direct or indirect owner of Village Waterpark and Stadium Mortgagor;

WHEREAS, this Mortgage is given for the purpose of inducing Mortgagee to enter into the Second Lease Amendment, and Mortgagee would not enter into the Second Lease Amendment without Mortgagor delivering this Mortgage;

WHEREAS, Mortgagor is executing and delivering this Mortgage for the purpose of securing payment and performance in full of all of Mortgagor’s, Village Waterpark’s, and Stadium Mortgagor’s respective obligations under the Security Documents;

NOW THEREFORE, to secure payment by Mortgagor, Village Waterpark, and Stadium Mortgagor of the Obligations (as defined below), Mortgagor does hereby grant, bargain, sell, release, convey, assign, transfer, grant a security interest in and mortgage unto Mortgagee and its successors and assigns, a mortgage lien against and security interest in, all and singular the properties, rights, interests and privileges described in Granting Clauses I, II, III, IV, V, VI, VII, and VIII below, all of same being collectively referred to herein as the “Property”:

I. All of the Land;

II. TOGETHER WITH the buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Land, including all extensions, additions, improvements, betterments, renewals, substitutions and replacements to or for any such buildings, structures and improvements and all of the right, title and interest of Mortgagor now or hereafter acquired in and to any of the foregoing (collectively, the “Improvements”);

III. TOGETHER WITH all of Mortgagor’s right, title and interest in and to all easements, rights of way, strips and gores of land, streets, ways, alleys, sidewalks, vaults, passages, sewer rights, waters, water courses, water drainage and reservoir rights and powers (whether or not appurtenant), all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments, easements, franchises, appendages and appurtenances whatsoever, in any way belonging, relating or appertaining to the Land, the Property or the Improvements, whether now owned or hereafter acquired by Mortgagor, including without limitation all existing and future mineral, oil and gas rights which are appurtenant to or which have been used in connection with the Land, all existing and future water stock relating to the Land or the Improvements, all existing and future share of stock respecting water and water rights pertaining to the Land or the Improvements or other evidence of ownership thereof, and the reversions and remainders thereof (the “Appurtenant Rights”);

IV. TOGETHER WITH all of Mortgagor’s right, title and interest in and to all machinery, apparatus, equipment, fittings and fixtures of every kind and nature whatsoever, and all furniture, furnishings and other personal property now or hereafter owned by Mortgagor and forming a part of, or used or obtained for use in connection with, the Land or the Improvements or any present or future operation, occupancy, maintenance or leasing thereof; including, but without limitation, any and all heating, ventilating and air conditioning equipment and systems, antennae, appliances, apparatus, awnings, basins, bathtubs, bidets, boilers, bookcases, cabinets, carpets, communication systems, coolers, curtains, dehumidifiers, dishwashers, disposals, doors, drapes, drapery rods, dryers, ducts, dynamos, elevators, engines, equipment, escalators, fans, fittings, floor coverings, furnaces, furnishings, furniture, hardware, heaters, humidifiers, incinerators, lighting, machinery, motors, ovens, pipes, plumbing and electric equipment, pool equipment, pumps, radiators, ranges, recreational facilities and equipment, refrigerators, screens, sprinklers, stokers, stoves, shades, shelving, sinks, security systems, toilets, ventilators, wall coverings, washers, windows, window covering, wiring and all extensions, renewals or replacements thereof or substitutions therefor or additions thereto, whether or not the same are or shall be attached to the Land or the Improvements in any manner (collectively, the “Fixtures”); it being agreed that all of said property owned by Mortgagor and placed on the Land or on or in the Improvements (whether affixed or annexed thereto or not) shall, so far as permitted by law, conclusively be deemed to be real property and conveyed hereby for purposes of this Mortgage;

V. TOGETHER WITH the following (the “Personal Property”):

A. All personal property of every nature whatsoever now or hereafter owned by Mortgagor and used in connection with the Land or the Improvements thereon, including all extensions, additions, improvements, betterments, renewals, substitutions and replacements thereof and all of the right, title and interest of Mortgagor in and to any such personal property together with the benefit of any deposits or payments now or hereafter made on such personal property by Mortgagor or on its behalf, including without limitation, any and all Goods, Investment Property, Instruments, Chattel Paper, Documents, Accounts, Deposit Accounts, Commercial Tort Claims and General Intangibles, each as defined in the Uniform Commercial Code of the State of Ohio (as amended from time to time, the “Code”) located on the Land or in the Improvements which are now or in the future owned by Mortgagor and used or obtained for use in connection with the Land or the Improvements or any present or future operation, occupancy, maintenance or leasing thereof, or any construction on or at the Land or the Improvements;

B. All proceeds of the foregoing, including, without limitation, all of Mortgagor’s interest in judgments, awards of damages and settlements hereafter made resulting from condemnation proceeds or the taking of the Land or improvements thereon or any portion thereof under the power of eminent domain, any proceeds of any policies of insurance, maintained with respect to the Land or the Improvements or proceeds of any sale, option or contract to sell the Land or the Improvements or any portion thereof;

C. Any and all additions and accessories to all of the foregoing and any and all proceeds (including proceeds of insurance, eminent domain or other governmental takings and tort claims), renewals, replacements and substitutions of all of the foregoing;

D. All of the books and records pertaining to the foregoing;

VI. TOGETHER WITH all right, title and interest which Mortgagor hereafter may acquire in and to all leases and other agreements now or hereafter entered into for the occupancy or use of the Land, the Improvements, the Appurtenant Rights, the Fixtures and the Personal Property or any portion thereof, whether written or oral (herein collectively referred to as the “Leases”), and all rents, issues, incomes and profits in any manner arising thereunder (herein collectively referred to as the “Rents”), and all right, title and interest which Mortgagor now has or hereafter may acquire in and to any bank accounts, security deposits, and any and all other amounts held as security under the Leases, reserving to Mortgagor any statutory rights;

VII. TOGETHER WITH any and all net cash or other insurance or condemnation proceeds, or proceeds of any sale, option or contract to sell the Property or any portion thereof (provided that no right, consent or authority to sell the Property or any portion thereof shall be inferred or deemed to exist by reason hereof); and Mortgagor hereby authorizes, directs and empowers Mortgagee, on its own behalf, and on Mortgagor’s behalf, or on behalf of the successors or assigns of Mortgagor, to adjust, compromise, claim, collect and receive such proceeds; to give acquittances therefor; and, after deducting expenses of collection, including reasonable attorneys’ fees, costs and disbursements; and Mortgagor agrees to execute and deliver from time to time such further instruments as may be requested by Mortgagee to confirm such assignment of any such proceeds; and

VIII. TOGETHER WITH all estate, right, title and interest, homestead or other claim or demand, as well in law as in equity, which Mortgagor now has or hereafter may acquire of, in and to the Property, or any part thereof, and any and all other property of every kind and nature from time to time hereafter (by delivery or by writing of any kind) conveyed, pledged, assigned or transferred as and for additional security hereunder by Mortgagor or by anyone on behalf of Mortgagor to Mortgagee, and all products and proceeds of any of the foregoing and any and all other rights of Mortgagor in and to the Property.

TO HAVE AND TO HOLD the Property hereby conveyed, granted and assigned unto Mortgagee and its successors and assigns forever, for the uses and purposes herein set forth.

SUBJECT to the covenants and conditions hereinafter set forth.

MORTGAGOR FURTHER COVENANTS AND AGREES AS FOLLOWS.

1. Mortgagor’s Covenants.

(a) Obligations: This Mortgage is granted by Mortgagor on behalf of itself, Village Waterpark, and Stadium Mortgagor, and in recognition of the benefit of the development of the Waterpark Property to, respectively, Mortgagor, Village Waterpark, and Stadium Mortgagor, for the purpose of securing to Mortgagee the following:

(i) all liabilities and obligations of Mortgagor, Village Waterpark, and Stadium Mortgagor under the Security Documents; and

(ii) all costs, expenses and liabilities (including reasonable attorneys’ fees and expenses, documentation and diligence fees and legal expenses, and search, audit, recording, professional and filing fees and expenses) that may be incurred or advanced by Mortgagee in any way in connection with the foregoing (collectively, such items in clauses (i) through (ii) being the “Obligations”).

(b) Payment of Obligations. Mortgagor shall, and shall cause Village Waterpark and Stadium Mortgage (as applicable) to, prior to the expiration of any grace period: (i) pay the Obligations when due, and (ii) duly and punctually perform and observe all of the covenants and conditions to be performed or observed as provided in this Mortgage and the other Security Documents.

(c) Repair/Maintenance. Mortgagor shall (i) maintain, repair, restore, replace or rebuild any portion of the Land, Improvements, and Property which may be damaged or destroyed; (ii) keep the Land, Improvements, and Property in good condition and repair, free from waste; (iii) pay all operating costs and expenses of the Land, Improvements, and Property when due; (iv) comply with all applicable statutes, ordinances, rules, regulations, codes, orders, requirements, directives, binding written interpretations and binding written policies, rulings, and decrees of all local, municipal, state and federal governments, departments, agencies, commissions, boards or political subdivisions (“Laws”), observe and comply with any conditions and requirements necessary to preserve and extend any and all rights, licenses, permits (including without limitation zoning variances, special exceptions and nonconforming uses), privileges, franchises and concessions that are applicable to all or any portion of the Land, Improvements, and Property or the use and occupancy thereof; (v) refrain from any action, and correct any condition known to Mortgagor, that would materially increase the risk of fire or other hazard to the Land, Improvements, and Property or any portion thereof; and (vi) cause the Land, Improvements, and Property to be operated in a competent and professional manner.

(d) Alteration of Property. Without the prior written consent of Mortgagee, Mortgagor shall not cause, suffer or permit (i) any physical waste, impairment or deterioration of the Property, (ii) any change in the zoning classification or intended use or occupancy of the Property, including without limitation any change which would increase any fire or other hazard, (iii) any change in the identity of Mortgagor or the person or entity responsible for managing the Property or (iv) any modification of the licenses, permits, privileges, franchises, covenants, conditions or declarations of use applicable to the Property, except as required to operate the Property in the manner required hereunder.

(e) Continuing Existence; Merger; Disposition of Assets. Mortgagor shall not (i) permit itself to be dissolved or its existence terminated, (ii) merge or consolidate with any entity, or (iii) sell, lease, transfer or otherwise dispose of, or grant any person an option to acquire, or sell and leaseback, all or any substantial portion of its assets, whether now owned or hereafter acquired, except in accordance with Section 4 below.

(f) Compliance with Laws. Mortgagor shall comply with all requirements of governmental authorities. Mortgagor shall obtain and maintain any and all licenses, permits, franchises, governmental authorizations, patents, trademarks, copyrights or other rights necessary for the ownership and operation of the Property and the conduct of its business and as may be required from time to time by applicable law.

(g) Insurance. Mortgagor shall obtain and maintain or cause to be obtained and maintained, in full force and effect at all times, (1) customary, commercially reasonable insurance with respect to Mortgagor, and (2) customary, commercially reasonable insurance consistent with commercial properties similar to the Property. Mortgagor shall furnish to Mortgagee copies of all insurance policies, certificates and other evidences of insurance of the Property.

2. Liens, Contest and Defense of Title.

(a) Mortgagor shall not create or suffer or permit any lien, charge or encumbrance to attach to or be filed against the Property or any part thereof, or interest thereon, or any other rights and properties conveyed, mortgaged, transferred and granted hereunder (except for liens and encumbrances otherwise approved by Mortgagee in writing (collectively, the “Permitted Encumbrances”)), whether such lien, charge or encumbrance is on a parity, inferior or superior to the lien of this Mortgage (collectively, “Liens”), including, without limitation, liens for labor or materials with respect to the Property (collectively, “Mechanic’s Liens”).

(b) Notwithstanding paragraph (a) of this Section 2, Mortgagor may in good faith and with reasonable diligence contest the validity or amount of any Mechanic’s Liens and defer payment and discharge thereof during the pendency of such contest, provided that: (i) such contest shall prevent the sale or forfeiture of the Property, or any part thereof or any interest therein, to satisfy such Mechanic’s Liens and shall not result in a forfeiture or impairment of the lien of this Mortgage; and (ii) within ten (10) Business Days after Mortgagor has been notified of the filing of any such Mechanic’s Liens, Mortgagor shall have notified Mortgagee in writing of Mortgagor’s intention to contest such Mechanic’s Liens, or to cause such other party to contest such Mechanic’s Liens, and with respect to any Mechanic’s Liens in excess of Twenty-Five Thousand Dollars ($25,000), Mortgagor shall have obtained a title insurance endorsement over such Mechanic’s Liens in form and substance reasonably satisfactory to Mortgagee, insuring Mortgagee against loss or damage by reason of such Mechanic’s Liens; provided that in lieu of such title insurance endorsement Mortgagor may deposit and keep on deposit with Mortgagee (or such depositary as may be designated by Mortgagee) a sum of money sufficient, in the judgment of Mortgagee, to pay in full such Mechanic’s Liens and all interest thereon. Any such deposits are to be held without any allowance of interest and may be used by Mortgagee in its sole discretion to protect the priority of this Mortgage. In case Mortgagor shall fail to maintain such title insurance or deposit with respect to Mechanic’s Liens over Twenty-Five Thousand Dollars ($25,000), or Mortgagor shall fail to prosecute or cause the prosecution of such contest with reasonable diligence, or to pay or cause to be paid the amount of the Mechanic’s Lien, plus any interest finally determined to be due upon the conclusion of such contest; then Mortgagee may, at its option, apply any money and liquidate any securities then on deposit with Mortgagee (or other depositary designated by Mortgagee) in payment of or on account of such Mechanic’s Liens, or that part thereof then unpaid, together with all interest thereon according to any written bill, notice or statement, without inquiring into the amount, validity or enforceability thereof. If the amount of money so deposited shall (in Mortgagee’s reasonable judgment) be insufficient with respect to Mechanic’s Liens in excess of Twenty-Five Thousand Dollars ($25,000) for the payment in full of such Mechanic’s Liens, together with all interest thereon, then Mortgagor shall forthwith, upon demand, deposit with Mortgagee (or other depositary designated by Mortgagee) the sum which shall (in Mortgagee reasonable judgment, when added to the funds then on deposit with Mortgagee) be necessary to make such payment in full (or such other security as shall be reasonably satisfactory to Mortgagee). If a Mechanic’s Lien claim is ultimately resolved in the claimant’s favor, then the monies so deposited shall be applied in full payment of such Mechanic’s Lien or that part thereof then unpaid together with all interest thereon (provided no Event of Default (as hereinafter defined) shall then exist) when Mortgagee has been furnished with satisfactory evidence of the amount of payment to be made. Any excess monies remaining on deposit with Mortgagee (or other depositary) under this Section 2(b) shall be paid to Mortgagor, provided that no Event of Default shall then exist.

(c) If the lien and security interest of Mortgagee in or to the Property, or any part thereof, shall be endangered or shall be attacked, directly or indirectly, Mortgagor shall immediately notify Mortgagee and shall appear in and defend any action or proceeding purporting to affect the Property, or any part thereof, and shall file and prosecute such proceedings and take all actions necessary to preserve and protect such title, lien and security interest in and to the Property.

3. Security Agreement.

(a) Grant of Security Interest. Mortgagor hereby grants to Mortgagee a lien against and security interest in the Personal Property owned by Mortgagor to secure the Obligations. This Mortgage constitutes a security agreement with respect to all Personal Property in which Mortgagee is granted a security interest hereunder, and Mortgagee shall have all of the rights and remedies of a secured party under the Code, as well as all other rights and remedies available at law or in equity.

(b) Perfection. Mortgagor hereby consents to any instrument that may be reasonably requested by Mortgagee to publish notice or protect, perfect, preserve, continue, extend, or maintain the security interest and lien, and the priority thereof, of this Mortgage or the interest of Mortgagee in the Property, including, without limitation, deeds to secure debt, deeds of trust, security agreements, financing statements, continuation statements, and instruments of similar character, and Mortgagor shall pay or cause to be paid (i) all filing and recording taxes and fees incident to each such filing or recording, (ii) all expenses, including without limitation, reasonable third-party attorneys’ fees and costs, incurred by Mortgagee in connection with the preparation and acknowledgement of all such instruments, and (iii) all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments, and charges arising out of or in connection with the delivery of such instruments. Mortgagor hereby consents to, and hereby ratifies, the filing of any financing statements relating to this security interest made prior to the date hereof. Mortgagor hereby irrevocably constitutes and appoints Mortgagee as the attorney-in-fact of Mortgagor, to file with the appropriate filing office any such instruments. In addition, Mortgagor hereby authorizes Mortgagee to cause any financing statement or fixture filing to be filed or recorded without the necessity of obtaining the consent of Mortgagor.

(c) Place of Business. Mortgagor maintains its chief executive office as set forth as the address of Mortgagor in Section 17 below, and Mortgagor will notify Mortgagee in writing of any change in its place of business within five (5) Business Days of such change.

(d) Fixture Filing. It is intended that as to the fixtures, as such term is defined in Ohio Revised Code 1309.102(A)(41), that are part of the Property, this Mortgage will be effective as a continuously perfected financing statement filed in the real property records pursuant to Section 1309.515(G) of the of the Ohio Revised Code as a fixture filing from the date of the filing of this Mortgage for record with the Recorder of Stark County, Ohio. In order to satisfy Section 1309.502(A) of the Ohio Revised Code and Section 1309.502(B) of the Ohio Revised Code, the following information is hereby provided:

	Name of Debtor:	HOF Village Newco, LLC

	Type of Organization:	Limited Liability Company

	State of Organization:	Delaware

	Organization Number:	7559089

	FEIN:	85-2621032

Name and Address of Mortgagee: HFAKOH001 LLC, c/o Blue Owl Real Estate Capital LLC, 30 North LaSalle, Suite 4140, Chicago, Illinois 60602

(e) Representations and Warranties. Mortgagor represents and warrants that: (i) Mortgagor is the fee owner of the Land, and Mortgagor’s rights in and to the Land are free, clear, and unencumbered except for that certain Open-End Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of December 15, 2021, and recorded as of December 17, 2021, as Instrument No. 202112170065684 with the Stark County, Ohio Recorder, in favor of Eriebank, a division of CNB Bank (the “Eriebank Mortgage”), which Mortgagor represents and warrants has been released in connection herewith, and Mortgagor shall promptly after the date hereof cause the recording of the release of such mortgage; (ii) Mortgagor is the record owner of the Improvements, and Mortgagor’s rights in and to the Improvements are free, clear, and unencumbered; (iii) there are no leases, subleases, licenses, or similar agreements, or any other mortgages or other monetary liens, affecting the Property; (iv) Mortgagor’s chief executive office is located in the State of Ohio; (v) Mortgagor’s state of formation is the State of Delaware; (vi) Mortgagor’s exact legal name is as set forth on Page 1 of this Mortgage; (vii) Mortgagor’s organizational identification number is 7559089 and FEIN is 85-2621032; (viii) Mortgagor is the owner of the Personal Property subject to no liens, charges or encumbrances other than the lien hereof and Permitted Encumbrances; (ix) the Personal Property will not be removed from the Property without the consent of Mortgagee except in accordance with Section 4 below; and (x) no financing statement covering any of the Personal Property or any proceeds thereof is on file in any public office except pursuant hereto.

4. Restrictions on Transfer.

(a) Mortgagor, without the prior written consent of Mortgagee, shall not effect, suffer or permit any Prohibited Transfer (as defined herein). Any merger or consolidation, or any conveyance, sale, assignment, transfer, lien, pledge, mortgage, security interest or other encumbrance or alienation (or any agreement to do any of the foregoing) of any of the following properties or interests shall constitute a “Prohibited Transfer”:

(i) Mortgagor’s interest in the Land or Property or any part thereof or interest therein, excepting only sales or other dispositions of personal property collateral (“Obsolete Collateral”) no longer useful in connection with the operation of the Land or Property, provided that prior to the sale or other disposition thereof, such Obsolete Collateral has been replaced by personal property collateral of at least equal value and utility which is subject to the lien hereof with the same priority as with respect to the Obsolete Collateral unless such Obsolete Collateral is no longer needed for the operation of Mortgagor’s business;

(ii) Any change of Mortgagor’s manager, without the prior written consent of Mortgagee, not to be unreasonably withheld;

in each case whether any such change, conveyance, sale, assignment, transfer, lien, pledge, mortgage, security interest, encumbrance or alienation is effected directly, indirectly (including by nominee agreement), voluntarily or involuntarily, by operation of law or otherwise; provided, however, the foregoing provisions of this section shall not apply (i) to liens securing the Obligations, (ii) the Permitted Encumbrances, or (iii) to the lien of current real property taxes (“Taxes”) not in default.

(b) Mortgagee evaluated the background and experience of Mortgagor, Village Waterpark, and Stadium Mortgagor, and their respective equity owners in owning and operating property such as the Land and Property, found it acceptable and relied and continues to rely upon same as the means of maintaining the value of Mortgagor’s fee interest in the Property which is, inter alia, Mortgagee’s security for the Security Documents. Mortgagor and Village Waterpark were ably represented by a licensed attorney at law in the negotiation and documentation of the Waterpark Lease and bargained at arm’s length and without duress of any kind for all of the terms and conditions of the foregoing, including this provision.

5. Events of Default. Any one or more of the following events shall constitute an “Event of Default” under this Mortgage:

(a) If a Prohibited Transfer shall occur; or

(b) Village Waterpark defaults under the Waterpark Lease beyond all applicable notice and cure periods; or

(c) Mortgagor fails to materially perform or cause to be performed any other obligation or materially observe any other condition, covenant, term, agreement or provision required to be performed or observed by Mortgagor contained in this Mortgage and not specifically referred to elsewhere in this Section 5; provided, however, that if such failure by its nature can be cured, then so long as the continued operation and safety of the Property, and the priority, validity and enforceability of the liens created by this Mortgage or any of the other Security Documents and the value of the Property are not impaired, threatened or jeopardized, then Mortgagor shall have a period (“Cure Period”) of thirty (30) days after Mortgagor obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an Event of Default shall not be deemed to exist during the Cure Period (provided, however, such period shall be limited to ten (10) Business Days if such failure can be cured by the payment of money), provided further that if Mortgagor commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for sixty (60) additional days; or

(d) If any default occurs under any Security Documents or any amendments, modifications, or restatements to the same beyond all applicable notice and cure periods.

6. Remedies. Upon the occurrence and continuance of an Event of Default (regardless of the pendency of any proceeding which has or might have the effect of preventing Mortgagor from complying with the terms of this instrument), and in addition to such other rights as may be available under any other Security Document or under applicable law, but subject at all times to any mandatory legal requirements:

(a) Acceleration. Mortgagee may declare all Obligations hereby secured, to be forthwith due and payable, whereupon the same shall become and be forthwith due and payable, without other notice or demand of any kind (and upon the occurrence of any default described in the Guaranty, the Stadium Pledge Agreement, the Fields Pledge Agreement, and/or the Waterpark Lease, such Obligations shall automatically become due and payable without any action by Mortgagee).

(b) Uniform Commercial Code. Mortgagee shall, with respect to the Personal Property, have all the rights, options and remedies of a Mortgagee under the Code, including without limitation, to the extent provided by the Code, the right to the possession of any such property or any part thereof, and the right to enter with legal process any premises where any such property may be found. Any requirement of the Code for reasonable notification shall be met by mailing written notice to Mortgagor at its address set forth in Section 17 hereof at least ten (10) days prior to the sale or other event for which such notice is required. Any such sale may be held as part of and in conjunction with any foreclosure sale of the other properties and rights constituting the Property in order that the Property, including the Personal Property, may be sold as a single parcel if Mortgagee elects. Mortgagor hereby agrees that if Mortgagee demands or attempts to take possession of the Personal Property or any portion thereof in exercise of its rights and remedies hereunder, Mortgagor will promptly turn over and deliver possession thereof to Mortgagee, and Mortgagor authorizes, to the extent now or hereafter permitted by applicable law, Mortgagee, its employees and agents, and potential bidders or purchasers to enter upon the Property or any other office, building or property where the Personal Property or any portion thereof may at the time be located (or believed to be located) and Mortgagee may (i) remove the same therefrom or render the same inoperable (with or without removal from such location); (ii) repair, operate, use or manage the Personal Property or any portion thereof; (iii) maintain, repair or store the Personal Property or any portion thereof; (iv) view, inspect and prepare the Personal Property or any portion thereof for sale, lease or disposition; (v) sell, lease, dispose of or consume the same or bid thereon; or (vi) incorporate the Personal Property or any portion thereof into the Land or the Improvements or Fixtures and sell, convey or transfer the same. The expenses of retaking, selling and otherwise disposing of the Personal Property, including reasonable attorneys’ fees and legal expenses incurred in connection therewith, shall constitute additional Obligations and shall be payable upon demand with interest to Mortgagee, as applicable.

(c) Foreclosure. Mortgagee shall, to the extent permitted and pursuant to the procedures provided by applicable laws, have the right to institute proceedings, judicial or otherwise, for the complete or partial foreclosure of this Mortgage under any applicable provision of law in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner.

(d) Partial Foreclosure. Mortgagee shall, to the extent permitted and pursuant to the procedures provided by applicable laws, have the right to institute proceedings for the partial foreclosure of this Mortgage for the portion of the Obligations then due and payable, subject to the continuing lien and security interest of this Mortgage for the balance of the Obligations not then due, unimpaired and without loss of priority.

(e) Sale of Property. In the event of the sale of some or all of the Property pursuant to any order in any judicial proceeding or otherwise, the Property may be sold as an entirety or in separate parcels and in such manner or order as Mortgagee in its discretion may elect, and if Mortgagee so elects, Mortgagee may sell the personal property covered by this Mortgage concurrently with the real property covered hereby or at one or more separate sales in any manner permitted by applicable law, and one or more exercises of the powers herein granted shall not extinguish nor exhaust such powers, until the entire Property are sold or the Obligations are paid in full. Mortgagee may, at its option, sell the Property subject to the rights of any lessees of the Property, and the failure to make any such lessee parties to any foreclosure proceedings and to foreclose its rights will not be asserted by Mortgagor to be a defense to any proceedings instituted by Mortgagee to collect the Obligations. If the Obligations are now or hereafter further secured by any chattel mortgages, pledges, contracts of guaranty, assignments of lease or other Mortgages, Mortgagee may at its option exhaust the remedies granted under any of said Mortgages either concurrently or independently, and in such order as it may determine in its discretion. Upon any foreclosure sale, Mortgagee may bid for and purchase the Property and shall be entitled to apply all or any part of the Obligations as a credit to the purchase price. In the event of any foreclosure sale by Mortgagee, Mortgagor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over.

(f) Appointment of Receiver. To the extent permitted by applicable law, Mortgagee shall, as a matter of right, without notice and without giving bond to Mortgagor or anyone claiming by, under or through it, and without regard to the solvency or insolvency of Mortgagor or the then value of the Property, be entitled to have a receiver appointed pursuant to the laws of the State of Ohio of all or any part of the Property and the rents, issues and profits thereof, with such power as the court making such appointment shall confer, and Mortgagor hereby consents to the appointment of such receiver and shall not oppose any such appointment. To the extent permitted by applicable law, any such receiver may, to the extent permitted under applicable law, without notice, enter upon and take possession of the Property or any part thereof by summary proceedings, ejectment or otherwise, and may remove Mortgagor or other persons and any and all property therefrom, and may hold, operate and manage the same and receive all earnings, income, rents, issues and proceeds accruing with respect thereto or any part thereof, whether during the pendency of any foreclosure or until any right of redemption shall expire or otherwise. All laws of the State of Ohio pertaining to the remedies described in Sections 6(b) through (f) are herein referred to as “Foreclosure Laws”.

(g) Specific Performance. Mortgagee shall be entitled to institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, in the Waterpark Lease, Guaranty, and/or in any of the other Security Documents.

(h) Taking Possession; Collecting Rents; etc. To the extent permitted by applicable law, upon demand by Mortgagee, Mortgagor shall surrender to Mortgagee and Mortgagee may enter and take possession of the Property or any part thereof personally, by its agent or attorneys or be placed in possession pursuant to court order as mortgagee in possession or receiver as provided in the Foreclosure Laws, and Mortgagee, to the extent permitted by applicable law, in its discretion, personally, by its agents or attorneys or pursuant to court order as mortgagee in possession or receiver as provided in the Foreclosure Laws may enter upon and take and maintain possession of all or any part of the Property, together with all documents, books, records, papers, and accounts of Mortgagor relating thereto, and may exclude Mortgagor and any agents and servants thereof wholly therefrom and may, on behalf of Mortgagor, or in its own name as Mortgagee and under the powers herein granted:

(i) hold, operate, manage and control all or any part of the Property and conduct the business, if any, thereof, either personally or by its agents, with full power to use such measures, legal or equitable, as in its discretion may be deemed proper or necessary to enforce the payment or security of the rents, issues, deposits, profits, and avails of the Property, including without limitation actions for recovery of rent, actions in forcible detainer, and actions in distress for rent, all without notice to Mortgagor;

(ii) cancel or terminate any lease or sublease of all or any part of the Property for any cause or on any ground that would entitle Mortgagor to cancel the same;

(iii) elect to disaffirm any lease or sublease of all or any part of the Property made subsequent to this Mortgage without Mortgagee’s prior written consent;

(iv) extend or modify any then existing Leases and make new Leases of all or any part of the Property, which extensions, modifications, and new Leases may provide for terms to expire, or for options to lessees to extend or renew terms to expire, beyond the expiration date of the Waterpark Lease and the issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale, it being understood and agreed that any such Leases, and the options or other such provisions to be contained therein, shall be binding upon Mortgagor, all persons whose interests in the Property are subject to the lien hereof, and the purchaser or purchasers at any foreclosure sale, notwithstanding any redemption from sale, discharge of the Obligations, satisfaction of any foreclosure decree, or issuance of any certificate of sale or deed to any such purchaser;

(v) make all necessary or proper repairs, renewals, replacements, alterations, additions, betterments, and improvements in connection with the Property as may seem judicious to Mortgagee, to insure and reinsure the Property and all risks incidental to Mortgagee’s possession, operation and management thereof, and to receive all rents, issues, deposits, profits, and avails therefrom;

(vi) apply the net income, after allowing a reasonable fee for the collection thereof and for the management of the Property, to the payment of taxes, assessments, insurance premiums and other charges applicable to the Property, or in reduction of the Obligations in such order and manner as Mortgagee shall select, in its sole discretion; and

(vii) receive and collect the rents, issues, profits and revenues of the Property personally or through a receiver so long as an Event of Default shall exist and during the pendency of any foreclosure proceedings and during any redemption period, and Mortgagor agrees to consent to a receiver if it is believed necessary or desirable by Mortgagee to enforce its rights under this subsection. The collection of rents, issues, profits or revenues of the Property by Mortgagee shall in no way waive the right of Mortgagee to foreclose this Mortgage in the event of any said Event of Default.

(i) Intentionally Omitted.

(j) Possession. Nothing herein contained shall be construed as constituting Mortgagee a mortgagee in possession in the absence of the actual taking of possession of the Property. The right to enter and take possession of the Property and use any personal property therein, to manage, operate, conserve and improve the same, and to collect the rents, issues and profits thereof, shall be in addition to all other rights or remedies of Mortgagee hereunder or afforded by law, and may be exercised concurrently therewith or independently thereof or under the other Security Documents. To the extent permitted by applicable law, the expenses (including any receiver’s fees, reasonable counsel fees, costs and agent’s compensation) incurred pursuant to the powers herein contained shall be secured hereby which expenses Mortgagor promises to pay upon demand together with interest thereon until paid to Mortgagee. To the extent permitted by applicable law, Mortgagee shall not be liable to account to Mortgagor for any action taken pursuant hereto other than to account for any rents actually received by Mortgagee. Without taking possession of the Property, Mortgagee may, in the event the Property become vacant or are abandoned, take such steps as it deems appropriate or as required by any applicable law to register, maintain, repair, protect and secure the Property (including hiring watchmen therefor) and all costs incurred in so doing shall constitute so much additional Obligations payable upon demand.

(k) Indemnity. Mortgagor hereby agrees to indemnify, defend, protect and hold harmless Mortgagee and its employees, officers and agents from and against any and all liabilities, claims and obligations which may be incurred, asserted or imposed upon them or any of them as a result of or in connection with any use, operation, or lease of any of the Land and Property, or any part thereof, or as a result of Mortgagee seeking to obtain performance of any of the obligations due with respect to the Land and Property; provided, however, the foregoing indemnity shall not extend to such liabilities, claims or obligations as result from the fraud, gross negligence or intentional misconduct of Mortgagee, its employees, officers or agents or which arise as a result of acts or omissions that occur after a foreclosure or deed in lieu of foreclosure.

In case Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise or in the event Mortgagee commences advertising of an intended foreclosure sale in connection with a foreclosure judgment, and such proceeding or advertisement shall have been withdrawn, discontinued or abandoned for any reason, then in every such case (i) Mortgagor and Mortgagee shall be restored to their former positions and rights, (ii) all rights, powers and remedies of Mortgagee shall continue as if no such proceeding had been taken, (iii) each and every Event of Default declared or occurring prior or subsequent to such withdrawal, discontinuance or abandonment shall be deemed to be a continuing Event of Default, and (iv) neither this Mortgage, nor the Waterpark Lease, nor the Guaranty, nor the Obligations, nor any other Security Document shall be or shall be deemed to have been reinstated or otherwise affected by such withdrawal, discontinuance or abandonment; and Mortgagor hereby expressly waives the benefit of any statute or rule of law now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with this sentence.

(l) Forbearance. Any rights granted hereunder or in the other Security Documents with respect to this Mortgage shall be subject to the Security Documents in all respects, and in the case of any conflicts between the terms of this Mortgage and such sections of the Security Documents, such sections of the Security Documents (if and as applicable) shall control.

7. Compliance with Foreclosure Laws.

(a) In the event that any provision in this Mortgage shall be inconsistent with any provision of the Foreclosure Laws, the provisions of the Foreclosure Laws shall take precedence over the inconsistent provisions of this Mortgage, but shall not invalidate or render unenforceable any other provision of this Mortgage that can be construed in a manner consistent with the Foreclosure Laws.

(b) If any provision of this Mortgage shall grant to Mortgagee any rights or remedies upon the occurrence of an Event of Default which are more limited than the rights that would otherwise be vested in Mortgagee under the Foreclosure Laws in the absence of said provision, Mortgagee shall be vested with the rights granted in the Foreclosure Laws to the full extent permitted by law.

8. Waiver of Appraisement, Valuation, Marshalling of Assets, Statute of Limitations, Right of Redemption, etc. Mortgagor shall not and will not apply for or avail itself of any appraisement, valuation, stay, statute of limitation, reinstatement, extension or exemption laws, now existing or hereafter enacted in order to prevent or hinder the enforcement or foreclosure of this Mortgage, but hereby waives the benefit of all such laws to the fullest extent permitted by applicable law. Mortgagor for itself and all who may claim through or under it waives any and all right to have the property and estates comprising the Property marshaled upon any foreclosure of the lien hereof and agrees that any court having jurisdiction to foreclose such lien may order the Property sold as an entirety. In the event of any sale made under or by virtue of this instrument, the whole of the Property may be sold in one parcel as an entirety or in separate lots or parcels at the same or different times, all as Mortgagee may determine in its sole discretion. Mortgagee shall have the right to become the purchaser at any sale made under or by virtue of this instrument and Mortgagee so purchasing at any such sale shall have the right to be credited upon the amount of the bid made therefor by Mortgagee with the amount payable to Mortgagee out of the net proceeds of such sale. In the event of any such sale, the outstanding principal amount of the Loan and the other Obligations, if not previously due, shall be and become immediately due and payable without demand or notice of any kind. The Property is neither agricultural property, nor property in agricultural use nor used for agricultural purposes, nor the homestead of Mortgagor, but rather is the site of a construction and renovation project related to a mixed-use facility to be located on the Property. Mortgagor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Mortgage on behalf of Mortgagor, and on behalf of all who may claim through or under Mortgagor in acquiring any interest in or title to the Property subsequent to the date of this Mortgage.

9. Costs and Expenses of Foreclosure. To the extent permitted by applicable law, in any suit to foreclose the lien hereof there shall be allowed and included as additional indebtedness in the decree for sale all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for appraiser’s fees, outlays for documentary and expert evidence, stenographic charges, publication costs and costs (which may be estimated as to items to be expended after the entry of the decree) of procuring all such abstracts of title, title searches and examination, guarantee policies, and similar data and assurances with respect to title as Mortgagee may deem to be reasonably necessary either to prosecute any foreclosure action or to evidence to the bidder at any sale pursuant thereto the true condition of the title to or the value of the Property, and reasonable attorneys’ fees, all of which expenditures shall become additional Obligations which Mortgagor agrees to pay and all of such expenditures shall be immediately due and payable from the date of expenditure until paid to Mortgagee.

10. Application of Proceeds. The proceeds of any foreclosure sale of the Property shall be distributed in the following order of priority: first, on account of all costs and expenses incident to the foreclosure or other proceedings including all such items as are mentioned in Section 9 hereof; second, to all items, which under the terms hereof constitute Obligations with interest thereon as herein provided; third to whomsoever shall be lawfully entitled to the same.

11. Rights Cumulative.

(a) To the extent permitted by applicable law, each right, power and remedy herein conferred upon Mortgagee is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter provided by law or in equity, and each and every right, power, and remedy herein set forth or otherwise so existing may be exercised from time to time concurrently or independently and as often and in such order as may be deemed expedient by Mortgagee.

(b) By accepting payment of any sums secured by this Mortgage after the due date thereof, by accepting performance of any of Mortgagor’s obligations hereunder after such performance is due, or by making any payment or performing any act on behalf of Mortgagor which Mortgagor was obligated but failed to perform or pay, Mortgagee shall not waive, nor be deemed to have waived, its rights to require payment when due of all sums secured hereby and the due, punctual and complete performance of Mortgagor’s, Village Waterpark’s or Stadium Mortgagor’s obligations under this Mortgage, the Guaranty, the Waterpark Lease, and all other Security Documents. No waiver or modification of any of the terms of this Mortgage shall be binding on Mortgagee unless set forth in a writing signed by Mortgagee and any such waiver by Mortgagee of any Event of Default by Mortgagor under this Mortgage shall not constitute a waiver of any other Event of Default under the same or any other provision hereof. If any Mortgagee holds any additional security for any of the obligations secured hereby, to the extent permitted by applicable law, it may pursue its rights or remedies with respect to such security at its option before, contemporaneously with, or after a sale of the Property or any portion thereof.

(c) No act or omission by Mortgagee shall release, discharge, modify, change or otherwise affect the liability of Mortgagor, Village Waterpark, or Stadium Mortgagor under the Guaranty, this Mortgage, the Waterpark Lease, or any of the other Security Documents, or any other obligation of Mortgagor, or any subsequent purchaser of the Property or any part thereof, or any maker, co-signer, endorser, surety or guarantor, or preclude Mortgagee from exercising any right, power or privilege herein granted or intended to be granted in the event of any Event of Default then made or of any subsequent Event of Default, or alter the security interest or lien of this Mortgage or any of the other Security Documents except as expressly provided in an instrument or instruments executed by Mortgagee. To the extent permitted by applicable law, the exercise of one right, power or remedy shall not be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy; and no delay or omission of Mortgagee in the exercise of any right, power or remedy accruing hereunder or under any of the other Security Documents or arising otherwise shall impair any such right, power or remedy, or be construed to be a waiver of any Event of Default or acquiescence therein. Except as otherwise specifically required herein and by applicable law, notice of the exercise of any right, remedy or power granted to Mortgagee by this Mortgage is not required to be given.

12. Successors and Assigns; Assignment.

(a) This Mortgage and each and every provision hereof shall be binding upon Mortgagor and its successors and assigns (including, without limitation, each and every record fee owner from time to time of the Property or any other person having an interest therein), and shall inure to the benefit of Mortgagee and its successors and assigns.

(b) All of the covenants of this Mortgage shall run with the Land and Property and be binding on any successor owners, lessors, and lessees of the Land and Property. In the event that the fee interest in the Property or the ownership of the Personal Property or any portion thereof becomes vested in a person or persons other than Mortgagor, Mortgagee may, without notice to Mortgagor, deal with such successor or successors in interest of Mortgagor with reference to this Mortgage and the Obligations in the same manner as with Mortgagor without in any way releasing or discharging Mortgagor from its obligations hereunder. Mortgagor will give immediate written notice to Mortgagee of any conveyance, transfer or change of ownership of the Property, but nothing in this Section shall vary or negate the provisions of Section 4 hereof.

(c) The rights and obligations of Mortgagor under this Mortgage may not be assigned and any purported assignment by Mortgagor shall be null and void. Mortgagee shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other Security Documents (including the sale of participation interests therein), without the consent or approval of Mortgagor, and Mortgagor agrees to cooperate in all respects with Mortgagee in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Mortgagee or such transferee provided that such documents and instruments do not materially adversely affect any of Mortgagor’s duties or obligations under this Mortgage and the other Security Documents.

13. Execution of Separate Security Agreements, Financing Statements, etc.; Estoppel Letter; Corrective Documents.

(a) Mortgagor will, and will cause Village Waterpark and Stadium Mortgagor to execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, notes, mortgages, security agreements, financing statements, agreements, documents and assurances as Mortgagee shall reasonably require for the better assuring, conveying, granting, assigning and confirming unto Mortgagee all property conveyed hereby or property intended so to be, whether now owned by Mortgagor or hereafter acquired. Without limitation of the foregoing, Mortgagor will assign to Mortgagee, upon request, as further security for the Obligations, its interest in all agreements, contracts, licenses and permits affecting the Property, such assignments to be made by instruments reasonably satisfactory to Mortgagee, but no such assignment shall be construed as a consent by Mortgagee to any agreement, contract, license or permit or to impose upon Mortgagee any obligations with respect thereto.

(b) From time to time, but no more than once per year if an uncured Event of Default does not exist, Mortgagor will, or will cause Village Waterpark and Stadium Mortgagor to, furnish, within twenty (20) Business Days after request from Mortgagee, a written and duly acknowledged statement of the amount due under the Waterpark Lease, this Mortgage and the other Security Documents and whether any alleged offsets or defenses exist against the Obligations.

(c) Mortgagor and Mortgagee shall, at the request of the other, promptly correct any defect, error or omission which may be discovered in the contents of this Mortgage or in the execution or acknowledgment hereof or in any other instrument executed in connection herewith or in the execution or acknowledgment of such instrument and will execute and deliver any and all additional instruments as may be requested by Mortgagee or Mortgagor, as the case may be, to correct such defect, error or omission.

14. Subrogation. If any part of the Obligations is used directly or indirectly to pay off, discharge or satisfy, in whole or in part, any prior lien or encumbrance upon the Property or any part thereof, then by advancing the monies to make such payment, Mortgagee shall be subrogated to the rights of the holder thereof in and to such other lien or encumbrance and any additional security held by such holder, and shall have the benefit of the priority of the same.

15. Governing Law. In all respects, including, without limitation, matters of construction and performance of this Mortgage and the obligations arising hereunder, this Mortgage shall be governed by, and construed in accordance with, the internal laws of the State of Ohio.

16. Assignment of Leases and Other Agreements Affecting the Property. In order to further secure payment of the Obligations and the observance, performance and discharge of Mortgagor’s obligations under the Security Documents, Mortgagor hereby assigns to Mortgagee all of Mortgagor’s right, title, interest and estate in, to and under all of the Leases and in and to all of the Rents and Profits (defined as all rents, income, issues and profits arising from any Leases, or other agreements affecting the use, enjoyment or occupancy of the Property now or hereafter made affecting the Property or any portion thereof). Unless and until an Event of Default occurs, Mortgagor shall be entitled to collect the Rents and Profits (except as otherwise provided in this Mortgage) as and when they become due and payable. Neither these assignments nor Mortgagee’s enforcement of the provisions of these assignments (including the receipt of the Rents) will operate to subordinate the lien of this Mortgage to any of the rights of any lessee or other party to any other agreement affecting the use, enjoyment or occupancy of the Property of all or any part of the Property, or to subject Mortgagee to any liability to any such lessee for the performance of any obligations of Mortgagor under any such Lease or other agreement affecting the Property unless and until Mortgagee agrees to such subordination or assumes such liability by an appropriate written instrument.

17. Notices. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person, (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed to the addresses set forth below in this Section or as such party may from time to time designate by written notice to the other parties. Any party by notice to the other parties in the manner provided herein may designate additional or different addresses for subsequent notices or communications:

To Mortgagee:	HFAKOH001 LLC
	c/o Blue Owl Real Estate Capital LLC
	30 North LaSalle, Suite 4140
	Chicago, IL 60602
	Attention: Asset Management
	E-mail: RealEstateAM@blueowl.com

With copies to:	Kirkland & Ellis LLP
	300 North LaSalle
	Chicago, IL 60654
	Attention: David A. Rosenberg & David P. Stanek
	E-mail:	david.rosenberg@kirkland.com and
		david.stanek@kirkland.com

To Mortgagor:	HOF Village Newco, LLC
	2014 Champions Gateway
	Canton, OH 44708
	Attention: General Counsel
	E-mail: tara.charnes@hofvillage.com

With copies to:	Walter Haverfield LLP
	1301 East Ninth Street, Suite 3500
	Cleveland, OH 44114
	Attention: Nick Catanzarite
	E-mail: ncatanzarite@walterhav.com

18. Releases.

(a) Upon fulfillment of all Obligations under the Waterpark Lease, the Guaranty, the Stadium Pledge Agreement, the Fields Pledge Agreement, this Mortgage and all other Security Documents, Mortgagee shall, upon the request of, and at the cost of, Mortgagor, execute a proper release of this Mortgage.

(b) Mortgagee may, regardless of consideration, cause the release of any part of the Property from the lien of this Mortgage without in any manner affecting or impairing the lien or priority of this Mortgage as to the remainder of the Property not so released.

19. Indemnification by Mortgagor. Mortgagor shall protect and indemnify Mortgagee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements), imposed upon or incurred by or asserted against Mortgagee or the members, partners, shareholders, directors, officers, agents or employees of Mortgagee by reason of (a) ownership of the Property or any interest therein, or receipt of any Rents or other sum therefrom, (b) any accident to, injury to or death of persons or loss of or damage to Property occurring on or about the Property or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways, except to the extent caused by Mortgagee’s gross negligence or willful misconduct, (c) any failure on the part of Village Waterpark, Stadium Mortgagor, and/or Mortgagor to perform or comply with any of the terms, covenants, conditions and agreements set forth in this Mortgage, the Waterpark Lease, the Guaranty, the Stadium Pledge Agreement, the Fields Pledge Agreement, and/or any of the other Security Documents, or any agreement, reimbursement agreement, guaranty, or any other agreements executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor or any other persons directly or indirectly liable for the payment of the Obligations, (d) any failure on the part of Village Waterpark, Stadium Mortgagor, and/or Mortgagor to perform or comply with (i) any other agreement executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor, or (ii) any requirement of law, (e) payment of sums for the protection of the lien and security interest of Mortgagee in and to the Property, (f) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof for construction or maintenance or otherwise, or (g) any action brought against Mortgagee attacking the validity, priority or enforceability of this Mortgage, the Guaranty, the Waterpark Lease, the Stadium Pledge Agreement, the Fields Pledge Agreement, any other Security Document, or any agreement, reimbursement agreement, guaranty, or any other agreements executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor or any other persons directly or indirectly liable for the payment of the Obligations; provided, however, that the foregoing indemnity shall not extend to such liabilities, claims or obligations as result from the fraud, gross negligence or intentional misconduct of Mortgagee, its employees, officers or agents or which arise as a result of acts or omissions which occur after a foreclosure or deed in lieu of foreclosure. Any amounts payable to Mortgagee under this paragraph shall bear interest until paid to Mortgagee and shall be secured by this Mortgage. In the event any action, suit or proceeding is brought against Mortgagee or the members, partners, shareholders, directors, officers, agents or employees of Mortgagee by reason of any such occurrence, Mortgagor, upon the request of Mortgagee and at Mortgagor’s sole expense, shall resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Mortgagor and approved by Mortgagee. Such obligations under this paragraph shall survive the termination, satisfaction or release of this Mortgage.

20. Intentionally Omitted.

21. Intentionally Omitted.

22. Intentionally Omitted.

23. Intentionally Omitted.

24. Additional Covenants of Mortgagor.

(a) Mortgagor shall deliver to Mortgagee copies of all notices of default by any party with respect to an agreement affecting the Property (to the extent Mortgagor receives a copy), immediately upon delivery or receipt of such notice, as the case may be;

(b) Mortgagor shall notify Mortgagee promptly of the occurrence of any of the following: (i) a fire or other casualty causing damage to the Property in excess of $20,000; (ii) receipt of notice of condemnation of the Property or any part thereof; (iii) receipt of notice from any governmental authority relating to the structure, use or occupancy of the Property; (iv) receipt of any notice of alleged default from the holder of any lien or security interest in the Property; and (v) the commencement of any litigation affecting the Property.

25. Intentionally Omitted.

26. O.R.C. Section 1311.14. Mortgagee is authorized and empowered to do all things provided to be done by a Mortgagee under Section 1311.14 of the Ohio Revised Code and any amendments or supplements thereto. This Mortgage is made pursuant to Section 5301.232 and Chapter 1309, including Section 1309.334, of the Ohio Revised Code.

27. Miscellaneous.

a. Time is of the Essence. Time is of the essence of this Mortgage.

b. Captions and Pronouns. The captions and headings of the various Sections of this Mortgage are for convenience only, and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and the masculine, feminine and neuter shall be freely interchangeable.

c. Mortgagee Not Joint Venturers or Partners of Mortgagor or Newco. Mortgagor and Mortgagee acknowledge and agree that in no event shall Mortgagee be deemed to be a partner or joint venturer with Mortgagor, Village Waterpark, or Stadium Mortgagor. Without limitation of the foregoing, and Mortgagee shall not be deemed to be such a partner or joint venturer on account of it becoming a mortgagee in possession or exercising any rights pursuant to this Mortgage or pursuant to any other instrument or document evidencing or securing any of the Obligations, or otherwise.

d. Replacement of Security Documents. Upon notice to Mortgagor of the loss, theft, destruction or mutilation of any Security Document, Mortgagor will, or will cause Village Waterpark or Stadium Mortgagor, as applicable, to execute and deliver, in lieu thereof, a replacement identical in form and substance to such Security Document and dated as of the date of the original Security Document and upon such execution and delivery all references in any of the Security Documents to such Security Document shall be deemed to refer to such replacement Security Document.

e. Waiver of Consequential Damages. Mortgagor covenants and agrees that in no event shall Mortgagee be liable for consequential or punitive damages, whatever the nature of a failure by Mortgagee to perform its obligation(s), if any, under the Security Documents, and Mortgagor hereby expressly waives all claims that it now or may hereafter have against Mortgagee for such consequential or punitive damages.

f. After Acquired Property. The lien hereof will automatically attach, without further act, to all after-acquired Property attached to and/or used in connection with or in the operation of the Property or any part thereof.

g. Severability. If any provision hereof should be held unenforceable or void, then such provision shall be deemed separable from the remaining provisions and shall in no way affect the validity of this Mortgage except that if such provision relates to the payment of any monetary sum, then Mortgagee may, at its option declare the Obligations immediately due and payable.

h. Interpretation of Agreement. Should any provision of this Mortgage require interpretation or construction in any judicial, administrative, or other proceeding or circumstance, it is agreed that the parties hereto intend that the court, administrative body, or other entity interpreting or construing the same shall not apply a presumption that the provisions hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of both parties hereto have fully participated in the preparation of all provisions of this Mortgage, including, without limitation, all Exhibits attached to this Mortgage.

i. Effect of Extensions and Amendments. If the payment of the Obligations, or any part thereof, be extended or varied, or if any part of the security or guaranties therefor be released, all persons now or at any time hereafter liable therefor, or interested in the Property shall be held to assent to such extension, variation or release, and their liability, and the lien, and all provisions hereof, shall continue in full force and effect; the right of recourse against all such persons being expressly reserved by Mortgagee, notwithstanding any such extension, variation or release.

j. Mortgagee-in-Possession. Nothing herein contained shall be construed as constituting Mortgagee a mortgagee-in-possession in the absence of the actual taking of possession of the Property by Mortgagee pursuant to this Mortgage.

k. Intentionally Omitted.

l. Complete Agreement. This Mortgage, the Waterpark Lease, the Guaranty and the other Security Documents constitute the complete agreement between the parties with respect to the subject matter hereof and the Security Documents may not be modified, altered or amended except by an agreement in writing signed by Mortgagee.

m. Further Assurances. Mortgagor shall execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all such further assurances and other agreements or instruments, and take or cause to be taken all such other actions, as shall be reasonably necessary from time to time to give full effect to the Security Documents and the transactions contemplated hereby and thereby.

28. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MORTGAGOR AND MORTGAGEE, BY ITS ACCEPTANCE HEREOF, HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG MORTGAGOR AND MORTGAGEE ARISING OUT OF OR IN ANY WAY RELATED TO THIS MORTGAGE, ANY OTHER SECURITY DOCUMENT, OR ANY RELATIONSHIP BETWEEN OR AMONG MORTGAGOR, MORTGAGEE. THIS PROVISION IS A MATERIAL INDUCEMENT TO MORTGAGEE TO PROVIDE THE LOAN DESCRIBED HEREIN AND IN THE OTHER SECURITY DOCUMENTS.

29. Additional Waivers. MORTGAGOR EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY MORTGAGEE ON THIS MORTGAGE , ANY AND EVERY RIGHT IT MAY HAVE TO (A) INTERPOSE ANY COUNTERCLAIM THEREIN UNLESS UNDER THE APPLICABLE RULES OF COURT SUCH COUNTERCLAIM MUST BE ASSERTED IN SUCH PROCEEDING, OR CLAIMS BASED ON MORTGAGEE’S FAILURE TO ACT IN A COMMERCIALLY REASONABLE MANNER, OR (B) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING UNLESS UNDER THE APPLICABLE RULES OF COURT SUCH SUIT, ACTION OR PROCEEDING MUST BE CONSOLIDATED WITH THE PROCEEDING BROUGHT BY MORTGAGEE.

30. Compliance with Security Documents. Mortgagor will, and will cause Village Waterpark and Stadium Mortgagor to, abide by and comply with and be governed and restricted by all of the terms, covenants, provisions, restrictions and agreements contained in the Security Documents, and in each and every supplement thereto or amendment thereof which may at any time or from time to time be executed and delivered by the parties thereto or their successors and assigns.

31. Attorneys’ Fees. Whenever attorneys’ fees are provided to be paid, the term shall include any and all reasonable attorneys’ fees, attorney’s accountant fees, paralegal and law clerk (and similar person’s) fees, including but not limited to, fees at the pretrial, trial and appellate levels, and in collection proceedings, incurred or paid by Mortgagee in protecting its interest in the collateral and enforcing its rights hereunder.

32. Waiver of Mortgagor’s Rights. BY EXECUTION OF THIS MORTGAGE, MORTGAGOR EXPRESSLY: (A) ACKNOWLEDGES THE RIGHT TO ACCELERATE THE OBLIGATIONS EVIDENCED BY THE SECURITY DOCUMENTS AND THE RIGHT TO PURSUE ANY AND ALL REMEDIES GRANTED TO MORTGAGEE IN THIS MORTGAGE AND OTHER SECURITY DOCUMENTS OR OTHERWISE BY APPLICABLE LAW, WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THE WATERPARK LEASE, THE GUARANTY, THE STADIUM PLEDGE AGREEMENT, THE FIELDS PLEDGE AGREEMENT, THIS MORTGAGE, AND/OR THE OTHER SECURITY DOCUMENTS, OR REQUIRED BY APPLICABLE NON-WAIVABLE LAW; (B) WAIVES ANY AND ALL RIGHTS WHICH MORTGAGOR MAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES (INCLUDING THE FIFTH AND FOURTEENTH AMENDMENTS THEREOF), THE VARIOUS PROVISIONS OF THE CONSTITUTION FOR THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW, TO NOTICE AND TO JUDICIAL HEARING PRIOR TO THE EXERCISE BY MORTGAGEE OF ANY RIGHT OR REMEDY HEREIN PROVIDED TO MORTGAGEE, EXCEPT SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE PROVIDED IN THIS MORTGAGE AND THE OTHER SECURITY DOCUMENTS; (C) ACKNOWLEDGES THAT MORTGAGOR HAS READ THIS MORTGAGE AND ANY AND ALL QUESTIONS REGARDING THE LEGAL EFFECT OF THIS MORTGAGE AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO MORTGAGOR, AND MORTGAGOR HAS CONSULTED WITH COUNSEL OF MORTGAGOR’S CHOICE PRIOR TO EXECUTING THIS MORTGAGE; (D) ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS OF MORTGAGOR HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY MORTGAGOR AS PART OF A BARGAINED FOR LOAN TRANSACTION; AND (E) ACKNOWLEDGES THAT THIS MORTGAGE, THE SECURITY DOCUMENTS, AND ALL OF THE DOCUMENTS GIVEN TO SECURE THE SECURITY DOCUMENTS ARE VALID, BINDING, AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.

33. Future Advances. Notwithstanding anything contained in this Mortgage or the other Security Documents to the contrary, this Mortgage shall secure: (i) a maximum principal amount of Two Million and No/100 Dollars ($2,000,000.00),exclusive of interest accrued thereon and any items described in (ii) below, including any additional advances that the Mortgagee is obligated to make from time to time after the date hereof pursuant to the Security Documents, and (ii) all other amounts payable by Mortgagor, or advanced by Mortgagee for the account, or on behalf, of Mortgagor, pursuant to the Security Documents, including amounts advanced with respect to the Property for the payment of taxes, assessments, insurance premiums and other costs and impositions incurred for the protection of the Property to the same extent as if the future obligations and advances were made on the date of execution of the Mortgage (i.e., Protective Advances), all of which advances are intended to comply with and have the highest priority contemplated by Section 5301.233 of the Ohio Revised Code. Pursuant to Ohio Revised Code Section 5301.232, the lien of this Mortgage with respect to any future advances, modifications, extensions, and renewals referred to herein and made from time to time shall have the same priority to which this Mortgage otherwise would be entitled as of the date this Mortgage is executed and recorded without regard to the fact that any such future advance, modification, extension, or renewal may occur after the Mortgage is executed. If and to the extent applicable, Mortgagor hereby waives any right it may have under Section 5301.232(C) of the Ohio Revised Code.

[REMAINDER OF PAGE INTENTIONALLY BLANK;

SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing has been duly executed and delivered by Mortgagor as of the day and year first above written.

	HOF VILLAGE NEWCO, LLC,
	a Delaware limited liability company

	By:	/s/ Tara Charnes
	Name:	Tara Charnes
	Title:	General Counsel and Corporate Secretary

STATE OF_________________	)
	) SS:
COUNTY OF_______________	)

The foregoing instrument was acknowledged before me this _____ day of _____________, 2024 by _______________________, the _______ of HOF Village Newco, LLC, a Delaware limited liability company, on behalf of said limited liability company.


	NOTARY PUBLIC

This instrument was prepared by:

Kenneth P. Kreider, Esq.

Keating Muething & Klekamp PLL

One East Fourth Street, Suite 1400

Cincinnati, Ohio 45202

EXHIBIT A

LAND

Parcel No. 5206158

Situated in the Township of Plain, County of Stark and State of Ohio and being described as follows: Known as being Lot No. 152 in the Fulton Heights Addition, Plain Township, Stark County, Ohio, as recorded in Plat Book 9, Page 54 of the Stark County Plat Records and now known as being Lot 43343 in the City of Canton, as recorded in the Hall of Fame Village No. 5 Annexation Plat 201807190028354 of the Stark County Records.

Parcel No. 5206393

Situated in the Township of Plain, County of Stark, and State of Ohio: And known as being Lot Number 153 in Fulton Heights Allotment, Plain Township, Stark County, Ohio, as shown on the Plat of said Allotment recorded in Plat Book 9, Page 54, of the Stark County, Ohio Plat Records and now known as and being Lot 43344 in the City of Canton, as recorded in the Hall of Fame Village No. 5 Annexation Plat 201807190028354 of the Stark County Records.

Parcel No. 5206556

Situated in the Township of Plain, County of Stark, and State of Ohio: And known as being Lot No. 140 in Fulton Heights Addition as recorded in Plat Book 9, Page 54, of the Stark County Records and now known as being Lot 43337 in the City of Canton, as recorded in the Hall of Fame Village No. 5 Annexation Plat 201807190028354, of the Stark County Records.

Parcel No. 5208604

Situated in the Township of Plain, County of Stark, and State of Ohio: Known as and being Lot Number One Hundred Fifty-One (#151) in Fulton Heights Addition, Plain Township, Stark County, Ohio, as shown in Plat Book 9, page 54 of the Stark County Plat Records and now known as and being Lot 43342 in the City of Canton, as recorded in the Hall of Fame Village No. 5 Annexation Plat 201807190028354 of the Stark County Records.

Parcel No. 5209137

Situated in the Township of Plain, County of Stark, and State of Ohio: And known as being Lot No. 134 in Fulton Heights Addition as recorded in Plat Book 9, Page 54, of the Stark County Records and now known as being Lot 43333 in the City of Canton, as recorded in the Hall of Fame Village No. 5 Annexation Plat 201807190028354, of the Stark County Records.

Parcel No. 5209970

Situated in the Township of Plain, County of Stark and State of Ohio: And known as and being Lot Number one Hundred Thirty-five (135) in Fulton Heights Addition to the City of Canton, Ohio, as recorded in Plat Book 9, Page 54, of the Stark County Plat Records and now known as and being Lot 43334 in the City of Canton, as recorded in the Hall of Fame Village No. 5 Annexation Plat 201807190028354 of the Stark County Records.

Parcel No. 5210752

Situated in the Township of Plain, County of Stark, and State of Ohio: And known as being Lot No. 154 in Fulton Heights Addition as recorded in Plat Book 9, Page 54, of the Stark County Records and now known as and being Lot 43345 in the City of Canton, as recorded in the Hall of Fame Village No. 5 Annexation Plat 201807190028354 of the Stark County Records.

Parcel No. 5215346

Situated in the Township of Plain, County of Stark, and State of Ohio: And known as being Lot Nos. 138 and 139 in Fulton Heights Addition as recorded in Plat Book 9, Page 54, of the Stark County Records and now known as being Lots 43335 and 43336 in the City of Canton, as recorded in the Hall of Fame Village No. 5 Annexation Plat 201807190028354, of the Stark County Records.

Parcel No. 5215963

Situated in the Township of Plain, County of Stark and State of Ohio: And known as being:

Tract No. 1:

Known as and being Lot Number One Hundred Forty-four (144) in Fulton Heights Addition, as recorded in Plat Book 9, Page 54 of the Plat Records of Stark County, Ohio and now known as and being Lot 43339 in the City of Canton, as recorded in the Hall of Fame Village No. 5 Annexation Plat 201807190028354 of the Stark County Records.

Tract No. 2:

Known as and being Lot Number One Hundred Forty-three (143) in Fulton Heights Addition, as recorded in Plat Book 9, Page 54 of the Plat Records of Stark County, Ohio and now known as and being Lot 43338 in the City of Canton, as recorded in the Hall of Fame Village No. 5 Annexation Plat 201807190028354 of the Stark County Records.

Parcel No. 5217895

Situated in the Township of Plain, County of Stark, and State of Ohio: Known as being Lots 136 and 137 in Fulton Heights Addition to the City of Canton, Ohio, and recorded in Plat Volume 9, page 54, of the Stark County Records of Plats and now known as and being Lot 43264 in the City of Canton, as recorded in the Hall of Fame Village No. 4 Annexation Plat 2018003210010336 of the Stark County Records.

Parcel No. 10013102 (fka 5217636)

Situated in the Township of Plain, County of Stark, and State of Ohio: And known as being Lot Nos. 133 and 155 in Fulton Heights Addition as recorded in Plat Book 9, Page 54, of the Stark County Records and now known as and being Lot 43440 in the City of Canton, as recorded in tire Hall of Fame Village No. 6 Annexation Map to the City of Canton 202007240030496 of the Stark County Records.

Parcel No. 10014332

Situated in the City of Canton, Stark County, Ohio, and known as O.L. 43461 on that Pro Football Hall of Fame Replat and Vacation recorded in the Office of the Recorder of Stark County as Instrument No. 202108120041822, containing 0.75 acres, more or less.

Parcel No. 10014333

Situated in the City of Canton, Stark County, Ohio, and known as O.L. 43462 on that certain Pro Football Hall of Fame Replat and Vacation recorded in the Office of the Recorder of Stark County as Instrument No. 202108120041822, containing 0.21 acres, more or less.

Parcel No. 10014336

Situated in the City of Canton, Stark County, Ohio, and known as O.L. 43464 on that certain Pro Football Hall of Fame Replat and Vacation recorded in the Office of the Recorder of Stark County as Instrument No. 202108120041822, containing 0.53 acres, more or less.

Cover	Feb. 23, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 23, 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, City or Town	Canton
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44708
City Area Code	330
Local Phone Number	754-3427
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

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