AMENDMENT NUMBER 4 TO TERM LOAN AGREEMENT Dated as of February 19, 2019 among HOF VILLAGE, LLC; HOF VILLAGE YOUTH FIELDS, LLC; HOF VILLAGE PARKING, LLC; OF VILLAGE STADIUM, LLC AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS and THE LENDERS PARTY...

Exhibit 10.13

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

Execution Version

AMENDMENT NUMBER 4 TO TERM LOAN AGREEMENT

Dated as of February 19, 2019

among

HOF VILLAGE, LLC; HOF VILLAGE YOUTH FIELDS, LLC; HOF VILLAGE PARKING, LLC;
OF VILLAGE STADIUM, LLC AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS

and

THE LENDERS PARTY HERETO,

and

GACP FINANCE CO., LLC, as Administrative Agent

AMENDMENT NUMBER 4 TO TERM LOAN AGREEMENT

This AMENDMENT NUMBER 4 TO TERM LOAN AGREEMENT (this “Amendment Number 4”) dated as of February 19, 2019 is made by and among: (i) HOF VILLAGE, LLC, a Delaware limited liability company (the “Lead Borrower”); HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING, LLC, a Delaware limited liability company; HOF VILLAGE STADIUM, LLC, a Delaware limited liability company; HOF VILLAGE LAND, LLC, a Delaware limited liability company; HOF VILLAGE HOTEL I, LLC, a Delaware limited liability company; HOF VILLAGE SPORTS BUSINESS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING MANAGEMENT I, LLC, a Delaware limited liability company; HOF VILLAGE RESIDENCES I, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR EXCELLENCE, LLC, a Delaware limited liability company; HOF VILLAGE CENTER FOR PERFORMANCE, LLC, a Delaware limited liability company; HOF EXPERIENCE, LLC, a Delaware limited liability company; HOF VILLAGE MEDIA GROUP, LLC, a Delaware limited liability company; and the other Persons signatory hereto as “Borrowers” (collectively, the “Borrowers”, and each individually, a “Borrower”); (ii) the Lenders party hereto; and (iii) GACP FINANCE CO., LLC, as administrative agent (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS:

(1) The Borrowers, the Lenders party thereto from time to time, the Administrative Agent, and the other parties named therein are parties to the Term Loan Agreement, dated as of March 20, 2018 (as amended by: (w) that certain Delayed Draw Joinder Agreement Number 1, dated as of April 11, 2018, (x) that certain Delayed Draw Joinder Agreement Number 2, dated as of May 18, 2018, (y) that certain Amendment Number 3 to Term Loan Agreement, dated as of September 14, 2018 and (z) as further amended, restated, supplemented, waived or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement, as amended hereby).

(2) The Administrative Agent, the Borrowers, and the Lenders desire to amend the Loan Agreement as set forth below, such amendment, except as set forth herein, to become effective on the Amendment Number 4 Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Acknowledgments:

Each Borrower hereby acknowledges and agrees that as of the date hereof, the outstanding principal amount of Loans (exclusive of interest, costs, fees and other expenses payable by the Borrowers to the Administrative Agent and the other Secured Parties under the Loan Agreement and the other Loan Documents) is $65,000,000 and such amounts are not subject to any offset, counterclaim or defense by any of the Borrowers.

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SECTION 2. Defined Terms.

(a) Terms defined in the preamble, preliminary statements and otherwise in this Amendment Number 4 shall have the meanings given to such terms in such preamble, preliminary statements and Section 3 and Section 4, respectively.

SECTION 3. Amendments to the Loan Agreement. Subject to the terms and conditions set forth herein, the Loan Agreement is hereby amended as follows:

(a) Section 1.01 is amended as follows:

(i) The definition of the term “Applicable Margin” is amended and restated in its entirety to read as follows:

“Applicable Margin” shall mean, for any day, (a) on or prior to July 31, 2018 (i) for LIBOR Loans, 9.00% per annum and (ii) for ABR Loans, 8.00% per annum, (b) from and after August 1, 2018 but on or prior to February 14, 2019 (i) for LIBOR Loans, 11.00% per annum and ( ) for ABR Loans, 10.00% per annum and (c) from and after February 15, 2019 (i) for LIBOR Loans, 12.50% per annum and (ii) for ABR Loans, 11.50% per annum.

(ii) The definition of the term “Applicable Percentage” is amended as follows: “11.00%” in clause (b) thereof is replaced with “12.50%”.

(iii) The definition of the term “Letter of Representations” is amended and restated in its entirety to read as follows:

“Letter of Representations” means the letter agreement dated as of March 20, 2018 among Lead Borrower, HOF Village Youth Fields, LLC, HOF Village Parking, LLC and HOF Village Stadium, LLC, on the one hand, and the Canton City School District, acting by and through its Board of Education, on the other hand and attached to the Amendment Number 4 as Exhibit C.

(iv) The definition of the term “Maturity Date” is amended and restated in its entirety to read as follows:

“Maturity Date” shall mean the earlier of (a) June 28, 2019 and (b) the date that all Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

(v) The definition of the term “Mezzanine Loan/Junior Equity” is amended and restated in its entirety to read as follows:

“Mezzanine Loan/Junior Equity” shall mean either a (a) mezzanine loan which is unsecured, and/or (b) the issuance of preferred, common or other equity in Lead Borrower or any direct or indirect equityholder of Lead Borrower, in each case with respect to clauses (a) and (b), the Permitted Loan/Equity Raise Conditions remain satisfied.

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(vi) The definition of the term “Permitted Loan/Equity Raise Conditions” is amended and restated in its entirety to read as follows:

“Permitted Loan/Equity Raise Conditions” shall mean (a) such Mezzanine Loan/Junior Equity does not have a maturity date prior to the 365 days following the Maturity Date, (b) such Mezzanine Loan/Junior Equity has no scheduled amortization of principal or required or mandatory redemptions, or repurchases, sinking fund obligation or payments of principal prior to 365 days following the Maturity Date (and with respect to any “equity” does not provide or require (i) the payment of any dividend or other distribution, direct or indirect, on account of any shares of any class of equity of any Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class of equity to the holders of that class and/or (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of equity of any Borrower), (c) such Mezzanine Loan/Junior Equity does not require any payments of interest or amounts in respect of the principal thereof (other than payments made through the increase of the principal amount thereof) prior to 365 days following the Maturity Date, (d) such Mezzanine Loan/Junior Equity contains covenants, events of default and other material terms that are reasonably satisfactory to the Administrative Agent, (e) such Mezzanine Loan/Junior Equity is contractually subordinate or junior in right of payment (including as to “standstill” provisions) to the Obligations on terms reasonably satisfactory to the Administrative Agent as set forth in the Mezzanine Loan/Junior Equity Subordination Agreement, (f) contains covenants, events of default and other material terms that are reasonably satisfactory to the Administrative Agent, and (g) is not secured by any Lien.

(vii) The following new defined terms are added to Section 1.01 in alphabetical order:

(A) “Amendment Number 4” shall mean the Amendment Number 4 to this Agreement dated as of February 19, 2019.

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(B) “December 24, 2018 Convertible Subordinated Notes” shall mean the following eight Convertible Subordinated Notes issued by the Lead Borrower on December 24, 2018 in the aggregate original principal amount of $5,750,000 and true and copies of which are annexed to the Amendment Number 4 as Exhibit A: (a) Convertible Subordinated Note in favor of Big Dawg Xxxxxx Holdings, LLC in the aggregate original principal amount of $500,000; (b) Convertible Subordinated Note in favor of Xxxxx X. August in the aggregate original principal amount of $1,000,000; (c) Convertible Subordinated Note in favor of JMJS Group, LLLP in the aggregate original principal amount of $1,000,000; (d) Convertible Subordinated Note in favor of Liveris Capital Partners LLC in the aggregate original principal amount of $500,000; (e) Convertible Subordinated Note in favor of Xxxx X. Xxx 2012 Irrevocable Trust in the aggregate original principal amount of $500,000; (f) Convertible Subordinated Note in favor of Xxxxxxx X. Xxxxx in the aggregate original principal amount of $750,000; (g) Convertible Subordinated Note in favor of Nubwagger, LLC in the aggregate original principal amount of $1,000,000 and (h) Convertible Subordinated Note in favor of Powers Private Equity LLC in the aggregate original principal amount of $500,000.

(C) “X. Xxxxx and Company, LLC Convertible Subordinated Notes” shall mean the Convertible Subordinated Notes dated November 5, 2018 and January 31, 2018 respectively in favor of X. Xxxxx and Company, LLC in the aggregate original principal amount of $3,500,000 and a true and correct copies of which is annexed to the Amendment Number 4 as Exhibit B.

(b) Section 2.01(c)(i) is hereby amended as follows:

(i) the phrase “Sixty Million Dollars ($60,000,000)” at the end of sub-clause (B) thereof is replaced with “Twenty Five Million Dollars ($25,000,000)”.

(ii) the last sentence thereof is amended and restated to read as follows:

“The parties hereto each acknowledge and agree that in no event shall Borrower be permitted to borrow an amount of Delayed Draw Term Loans in excess of $25,000,000 in the aggregate. It is understood and agreed that from and after January 1, 2019, no Borrower shall incur any additional Delayed Draw Term Loan.”

(c) Section 2.04 (e)(i) is hereby amended by adding the following immediately prior to the “,” at the end thereof “; provided that at Borrowers’ option upon prior written notice to the Administrative Agent and the Lenders, so long as no Default or Event of Default exists, the Borrower may defer the payment of the interest that is otherwise due and payable on March 31, 2019, April 30, 2019 and May 31, 2019, respectively, on the Loans until the Maturity Date. In addition, the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders a deferral fee in the amount $10,600 for each such month of interest actually deferred, which deferral fee shall be immediately due and earned as of such election by the Borrowers but shall similarly be deferred until the Maturity Date.”

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(d) Section 2.07 (b) is hereby amended by deleting the following proviso at the end thereof: “; provided, however, that if Lenders have received aggregate Prepayment Premiums of not less than 1.75% of the aggregate amount of Loans made hereunder (including any Delayed Draw Term Loans), then no Exit Fee shall be due and payable in connection with any such payment or prepayment”.

(e) Section 5.11 is amended as follows:

(i) by amending clause (c) thereof as follows:

(A) sub-clause (i) is amended as follows: (x) “September 28, 2018” in the first line thereof is replaced with “March 1, 2019 (or, the Maturity Date, in the event the Borrowers shall have complied with the requirements of clauses (c)(iii), (c)(iv) and (g) of this Section 5.11 on or before the dates set forth therein and no Default or Event of Default shall have occurred and is continuing)” and (y) the “and” at the end thereof is deleted.

(B) sub-clause (ii) is amended as follows: (x) “December 31, 2018” in the first line thereof is replaced with “March 1, 2019 (or, the Maturity Date, in the event the Borrowers shall have complied with the requirements of clauses (c)(iii), (c)(iv) and (g) of this Section 5.11 on or before the dates set forth therein and no Default or Event of Default shall have occurred and is continuing)” and (y) the “.” at the end of subclause (ii) thereof is deleted and and replaced with a “;”.

(C) adding the following as a new subclause (iii) “January 31, 2019, the Borrowers shall have received the cash proceeds from the issuance of Permitted Loan/Equity Raise in an aggregate net amount that is not less than $3,000,000; and”

(D) adding the following as a new subclause (iv) “February 28, 2019, the Borrowers shall have received the cash proceeds from the issuance of Permitted Loan/Equity Raise in an aggregate net amount that is not less than $1,500,000.”

(ii) clause (d) is amended as follows: “January 31, 2019” in the first line thereof is replaced with “March 1, 2019 (or, the Maturity Date, in the event the Borrowers shall have complied with the requirements of clauses (c)(iii), (c)(iv) and (g) of this Section 5.11 on or before the dates set forth therein and no Default or Event of Default shall have occurred and is continuing)”.

(iii) by adding a new clause (g) at the end thereof as follows:

“(g) On or before February 28, 2019 the Borrowers shall have delivered to the Administrative Agent documentary evidence of (i) the Borrowers’ compliance with all of their obligations under the Letter of Representations, including, but limited to all currently required funding and escrow obligations and (ii) full currently required funding of Escrow Fund I (as defined in the Letter of Representations) and Escrow Fund II (as defined in the Letter of Representations).”

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(f) Section 6.02 is amended as follows:

(i) by deleting “; and” at the end of clause (q) thereof and replacing it with “.”.

(ii) by deleting clause (r) thereof in its entirety.

(g) Section 6.13 is amended as follows:

(i) by (A) deleting “or” at the end of clause (d) thereof and (B) deleting the “.” At the end of clause (e) thereof and replacing it with “; or”.

(ii) by adding the following as a new clause (f):

“(f) amend or modify, or permit the amendment or modification of any X. Xxxxx and Company, LLC Convertible Subordinated Note and/or any December 24, 2018 Convertible Subordinated Note.”

(h) Section 7.01(d) is amended and restated in its entirety to read as follows:

“(d) default shall be made in the due observance or performance by any Borrower of any covenant, condition or agreement contained in Sections 5.01(m), 5.02, 5.05, 5.11(a), 5.11(c), 5.11(d), 5.11(e), 5.11(f), 5.11(g) and 5.13 or in Article VI;”.

SECTION 4. Letter of Representations; Forbearance. The Borrowers have informed the Administrative Agent and the Lenders that the Borrowers have not satisfied their obligations to fund $1,000,000 into Escrow Fund II (as defined in the Letter of Representations) on or before December 1, 2018 pursuant to Section 5(f) of the Letter of Representations (the “Escrow Funding Failure”). In reliance upon the representations, warranties and covenants of the Borrowers contained in this Amendment No. 4, and subject to the terms and conditions of this Amendment No. 4 and any documents or instruments executed in connection herewith, the Administrative Agent (at the direction of the Required Lenders) and the Lenders party hereto agree to forbear from and after the Amendment No. 4 Effective Date until the Termination Date (defined below) from exercising their respective rights and remedies under the Loan Agreement and the other Loan Documents against the Borrowers in respect of or arising solely out of the Escrow Funding Failure. The forbearance granted pursuant hereto shall not constitute, and shall not be deemed to constitute, a waiver of any Default or Event of Default under the Loan Documents (including any Default or Event of Default resulting from the Escrow Funding Failure) or a waiver of any of the rights and remedies. “Termination Date” means, the earliest of: (a) the Maturity Date; (b) the date either the Board of Education of the Canton City School District or Xxxxx County Port Authority has notified any Borrower or any other Person that the Borrowers are not in compliance with any of their obligations under the Letter of Representations, including, but limited to any funding or escrow obligations and (c) the date of any Default or Event of Default (other than the Escrow Funding Failure) under any of the Loan Documents.

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SECTION 5. Conditions to Effectiveness. This Amendment Number 4 shall become effective on the date (the “Amendment Number 4 Effective Date”), when each of the conditions set forth in this Section 5 shall have been satisfied (or waived by the Lenders):

(a) the Administrative Agent shall have received counterparts of this Amendment Number 4, duly executed and delivered on behalf of (i) each Borrower, (ii) each Lender, and (iii) the Administrative Agent;

(b) the Administrative Agent shall have received a certificate of a Responsible Officer of Borrower, dated the Amendment Number 4 Effective Date and certifying:

(i) that attached thereto is a true and correct copy of the resolutions of the board of directors or equivalent governing body of each Borrower, approving this Amendment Number 4 and the transactions contemplated hereby;

(ii) that, as of the Amendment Number 4 Effective Date, and except for the Escrow Funding Failure, (1) each representation and warranty set forth in each Loan Document is true and correct in all material respects on and as of the Amendment Number 4 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that, if a representation and warranty contains a materiality or Material Adverse Effect qualification, such representation and warranty is true and correct in all respects), and (2) each Borrower is in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed, and, immediately after giving effect to this Amendment Number 4, no Event of Default or Default shall have occurred and be continuing;

(iii) that, as of the Amendment Number 4 Effective Date and, except for the Escrow Funding Failure, the Borrowers are in compliance with the terms and conditions of the Letter of Representations; and

(iv) that, as of the Amendment Number 4 Effective Date, the Borrowers are in compliance with the terms and conditions of each Ground Lease (to the extent applicable to the Borrowers) and each Project Lease.

(c) the Interest Reserve Account shall have been funded by an aggregate amount that is not less than $792,605.29 (it being understood that the Lenders have agreed to accept default rate of interest for the period February 1, 2019 through February 15, 2019 at the rate that is 2.25% per annum (instead of 3.00%) in excess of interest otherwise payable with respect to the Loans);

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(d) as of the Amendment Number 4 Effective Date, (x) the representations and warranties of Borrowers contained in Article III of the Loan Agreement shall be true and correct in all material respects on the Amendment Number 4 Effective Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date, and (y) no Default or Event of Default shall have occurred and be continuing, or would occur immediately after giving effect to the transactions contemplated by this Amendment Number 4;

(e) the Administrative Agent and the Lenders shall have received a Solvency Certificate from the Lead Borrower on behalf of each Borrower;

(f) the Administrative Agent and the Lenders shall have received reaffirmation agreements in respect of the Recourse Guaranty, the Mezzanine Subordination Agreement and the subordination agreement executed by National Football Museum Inc.;

(g) the Borrowers shall have complied with Permitted Loan/Equity Raise Conditions with respect to each December 24, 2018 Convertible Subordinated Note; provided, however, that Borrowers shall not be required to deliver any Mezzanine Loan/Junior Equity Subordination Agreements with respect to any December 24, 2018 Convertible Subordinated Note that is issued to a Person that not an Affiliate of any Borrower or X. Xxxxx and Company LLC;

(h) the Borrowers shall have complied with Permitted Loan/Equity Raise Conditions with respect to the X. Xxxxx and Company, LLC Convertible Subordinated Notes, including delivery of a duly executed Mezzanine Loan/Junior Equity Subordination Agreement in respect of the X. Xxxxx and Company, LLC Convertible Subordinated Notes; and

(i) the Borrowers shall have paid all fees and expenses of the Administrative Agent and the Lenders in connection with this Amendment Number 4.

SECTION 6. Conditions Subsequent. Borrowers shall deliver a Mezzanine Loan/Junior Equity Subordination Agreement with respect to each December 24, 2018 Convertible Subordinated Note that is issued to, assigned to or purchased by a Person that is an Affiliate of any Borrower or X. Xxxxx and Company LLC on or prior to the date of such issuance, assignment or purchase. The Borrowers represent and warrant that as of the date hereof, each of the December 24, 2018 Convertible Subordinated Notes is held by a Person that not an Affiliate of any Borrower or X. Xxxxx and Company LLC.

SECTION 7. Confirmation of Representations and Warranties.

(a) Each Borrower hereby represents and warrants, on and as of the Amendment Number 4 Effective Date, that the representations and warranties of Borrowers contained in Article III of the Loan Agreement are true and correct in all material respects on such date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date (provided that, if a representation and warranty contains a materiality or Material Adverse Effect qualification, such representation and warranty is true and correct in all respects).

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(b) Each Loan Party hereby represents and warrants, on and as of the Amendment Number 4 Effective Date, that it has the necessary corporate power to execute, deliver and perform this Amendment Number 4, and it has duly authorized all corporate or other action required to be taken by it for the execution, delivery and performance of this Amendment Number 4 and the consummation of the transaction contemplated hereby.

SECTION 8. Consent and Affirmation. Each Borrower hereby (a) consents to the execution, delivery and performance of this Amendment Number 4 and agrees that each Loan Document is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the Amendment Number 4 Effective Date, except that, on and after the Amendment Number 4 Effective Date, each reference to the “Loan Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement as amended and otherwise modified by this Amendment Number 4, and (b) confirms that the Loan Documents to which each of the Borrowers is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations.

SECTION 9. Reference to and Effect on the Loan Documents.

(a) On and after the Amendment Number 4 Effective Date, each reference in the Loan Agreement to “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in the other transaction documents to the “Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as modified by this Amendment Number 4. From and after the Amendment Number 4 Effective Date, this Amendment Number 4 shall be a Loan Document under the Loan Agreement.

(b) The Loan Agreement and the other Loan Documents, as specifically amended by this Amendment Number 4, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed, and the respective guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Loan Documents, notwithstanding the consummation of the transactions contemplated hereby, shall continue to be in full force and effect and shall accrue to the benefit of the Administrative Agent and the Lenders under the Loan Agreement. Without limiting the generality of the foregoing, the Collateral described in the Loan Documents do and shall continue to secure the payment of all Obligations of the Borrowers under the Loan Documents, in each case, as amended by this Amendment Number 4.

(c) The execution, delivery and effectiveness of this Amendment Number 4 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 10. Execution in Counterparts; Order of Amendments. This Amendment Number 4 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment Number 4 by .pdf or other electronic form shall be effective as delivery of a manually executed original counterpart of this Amendment Number 4.

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SECTION 11. Amendments; Headings; Severability. This Amendment Number 4 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrowers, the Administrative Agent and the Lenders. The Section headings used herein are for convenience of reference only, are not part of this Amendment Number 4 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment Number 4. Any provision of this Amendment Number 4 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 12. Cost and Expenses. Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment Number 4 and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.05 of the Loan Agreement.

SECTION 13. Governing Law; Etc. This Amendment Number 4 shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the jurisdictional, service and waiver of jury trial provisions of the Loan Agreement, as if they were set forth herein.

SECTION 14. No Novation. This Amendment Number 4 shall not extinguish the obligations for the payment of money outstanding under the Loan Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Loan Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith and except to the extent repaid as provided herein. Nothing implied in this Amendment Number 4 or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Borrowers under any Loan Document from any of its obligations and liabilities as a Borrower, guarantor or pledgor under any of the Loan Documents.

SECTION 15. Waiver of Claims. Each Borrower on behalf of itself, its Affiliates and their respective officers, direct and indirect members, directors, shareholders, employees, agents, insurers, heirs, successors and assigns (collectively, the “Releasing Parties”), hereby waives, releases, remises and forever discharges the Administrative Agent, the Lenders and each other Secured Party from any and all claims, suits, actions, investigations, proceedings or demands arising out of or in connection with the Loan Agreement and any other Loan Document (collectively, “Claims”), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which any Releasing Party ever had, now has or might hereafter have against the Administrative Agent, the Lenders and each other Secured Party which relates, directly or indirectly, to any acts or omissions of the Administrative Agent, the Lenders and each other Secured Party on or prior to the Amendment Number 4 Effective Date, in each case, in respect to the Loan Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.

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SECTION 16. Advice of Counsel. The Borrowers acknowledge that they have reviewed this Amendment Number 4 in its entirety, having consulted such legal, tax or other advisors as they deem appropriate, and understand and agree to each of the provisions of this Amendment Number 4, and further acknowledge that they have entered into this Amendment Number 4 voluntarily.

SECTION 17. Rules of Construction. The parties hereto agree that any rule of construction to the effect that ambiguities are resolved against the drafting party shall not apply to the interpretation of this Amendment Number 4.

SECTION 18. Effect of this Amendment Number 4. Except as expressly set forth herein, (a) this Amendment Number 4 shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Lenders and the other Secured Parties, (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement or any other Loan Document. Nothing contained in this Amendment Number 4 shall constitute or be deemed to constitute a course of dealing or other basis for altering any rights or obligations of Lender under the Loan Documents, or any obligations of the Borrowers or any other party under the Loan Documents (in each instance, except as expressly set forth herein), (c) the Administrative Agent, the Lenders and the other Secured Parties have not and are not waiving their rights against any Person (including the Borrowers), including as a result of any Default or Event of Defaults that exists (notwithstanding the Borrowers’ representation that no Default or Event of Default exists) and (d) the Administrative Agent, the Lenders and the other Secured Parties have not and are not waiving their rights and remedies against any Person (including the Borrowers) as a result of any Default or Event of Default or as a result of any other breach of any Loan Documents or otherwise, including as a result of any past, present or future event or circumstance.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number 4 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	Borrowers:
	HOF VILLAGE, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Officer
	HOF VILLAGE PARKING, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office
	HOF VILLAGE YOUTH FIELDS, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office
	HOF VILLAGE STADIUM, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office

[SIGNATURES CONTINUE ON NEXT PAGE]

	Borrowers. cont.:
	HOF VILLAGE LAND, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office
	HOF VILLAGE HOTEL I, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office
	HOF VILLAGE SPORTS BUSINESS, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office
	HOF VILLAGE PARKING MANAGEMENT I, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office

[SIGNATURES CONTINUE ON NEXT PAGE]

	Borrowers. cont.:
	HOF VILLAGE RESIDENCES, I, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office
	HOF VILLAGE CENTER FOR EXCELLENCE, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office
	HOF VILLAGE CENTER FOR PERFORMANCE, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office
	HOF EXPERIENCE, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office

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	Borrowers cont.:
	HOF VILLAGE MEDIA GROUP, LLC,
	a Delaware limited liability company
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Chief Financial Office

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	Administrative Agent:
	GACP FINANCE CO., LLC,
	as Administrative Agent
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Authorized Signatory
	Lenders (and by their signatures below, the Lenders direct the Administrative Agent to execute this Amendment Number 4):
	GACP II, L.P.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Authorized Signatory
	IRG, LLC,
	a Nevada limited liability company
	By:	S.L. Properties, Inc.,
		a Delaware corporation,
		its Manager
	By:
	Name:	Xxxxxx Xxxxxxx
	Title:	President

[SIGNATURES CONTINUE ON NEXT PAGE]

	Administrative Agent:
	GACP FINANCE CO., LLC,
	as Administrative Agent
	By:
	Name:	Xxxxxx X. Xxxxxx
	Title:	Authorized Signatory
	Lenders (and by their signatures below, the Lenders direct the Administrative Agent to execute this Amendment Number 4):
	GACP II, L.P.
	By:
	Name:	Xxxxxx X. Xxxxxx
	Title:	Authorized Signatory
	IRG, LLC,
	a Nevada limited liability company
	By:	S.L. Properties, Inc.,
		a Delaware corporation,
		its Manager

		By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	President

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	Lenders. cont. (and by their signatures below. the Lenders direct the Administrative Agent to execute this Amendment Number 4):
	DEMOMODE MARKETING, LLC
	a New York limited liability company
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Authorized Signatory

Exhibit A

December 24, 2018 Convertible Subordinated Notes

[Redacted]

Exhibit B

X. Xxxxx and Company, LLC Convertible Subordinated Notes

[Redacted]