HALL OF FAME RESORT & ENTERTAINMENT COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of October 13, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
WARRANT AGENCY AGREEMENT, dated as of October 13, 2023 (“Agreement”), between Hall of Fame Resort & Entertainment Company, a corporation organized under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust Company, a corporation organized under the laws of the State of New York (the “Warrant Agent”).
THIRD AMENDMENT TO LOAN DOCUMENTSLoan Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This Third Amendment to Loan Documents (this “Amendment”) is dated as of October 13, 2023, by and between HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (“Borrower”), STUART LICHTER, an individual (“Guarantor”), and ERIEBANK, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation, and its successors, participants, and assigns (“Lender”).
LIMITED WAIVER AGREEMENTLimited Waiver Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
This Limited Waiver Agreement (the “Waiver”) dated and to be effective as of October 6, 2023, is made by and between Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fields”), HOF Village Center For Performance, LLC, a Delaware limited liability company (“HOFV CFP”), HOF Village Hotel II, LLC, a Delaware limited liability company (“HOFV Hotel II”), and JKP Financial, LLC, a Delaware limited liability company the “Investor”). The Company, HOFV Newco, HOFV Youth Fields, HOFV CFP, HOFV Hotel II and the Investor may also each be referred to herein, individually as a “Party” and collectively as the “Parties.”
COOPERATIVE AGREEMENTCooperative Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
This Cooperative Agreement made and entered into as of October 1, 2023 among the CLEVELAND-CUYAHOGA COUNTY PORT AUTHORITY, a port authority and political subdivision and body corporate and politic duly organized and validly existing under the laws of the State (the “Authority”), the CITY OF CANTON, OHIO, a municipal corporation duly organized and validly existing under the laws of the State and its Charter (the “City”), HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (the “Developer”) and THE HUNTINGTON NATIONAL BANK, as Trustee, a national banking association duly organized and validly existing under the laws of the United States of America and authorized to exercise corporate trust powers in the State (the “Trustee”), under the circumstances summarized in the following recitals (the capitalized terms not defined in the recitals being used therein as defined in Article I hereof):
LIMITED WAIVER AGREEMENTLimited Waiver Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
This Limited Waiver Agreement (the “Waiver”) dated and to be effective as of October 6, 2023, is made by and between Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fields”), HOF Village Center For Performance, LLC, a Delaware limited liability company (“HOFV CFP”), and CH Capital Lending, LLC, a Delaware limited liability company (“CHCL”), IRG, LLC, a Nevada limited liability company (“IRG”), and Midwest Lender Fund, LLC, a Delaware limited liability company (“MLF” and, together with CHCL and IRG, the “Investors”). The Company, HOFV Newco, HOFV Youth Fields, HOFV CFP and each Investor may also each be referred to herein, individually as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This Third Amendment to Loan Agreement (“Third Amendment”) is made and entered into as of the 16th day of October, 2023 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II”), and Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFRECo”, and together with Retail I and Retail II, collectively the “Borrower”) and CH Capital Lending LLC, Delaware limited liability company (“Lender”).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This Second Amendment to Loan Agreement (“Second Amendment”) is made and entered into as of the 6th day of October, 2023 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company, and HOF Village Retail II, LLC, a Delaware limited liability company (collectively the “Borrower”) and CH Capital Lending LLC, Delaware limited liability company (“Lender”).
CONSTRUCTION LOAN AGREEMENT by and between HOF VILLAGE HOTEL II, LLC as Borrower, and ERIEBANK, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation as Lender Dated as of September 14, 2020Construction Loan Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
This Construction Loan Agreement (this “Agreement”), is made and entered into as of the 14th day of September, 2020 (the “Loan Closing Date”), by and between HOF Village Hotel II, LLC, a Delaware limited liability company (“Borrower”) with a principal address at 2626 Fulton Avenue NW, Canton OH 44718, and ERIEBANK, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation (“Lender”) with an address at Crown Centre, 5005 Rockside Rd., Suite 625, Independence, OH 44131.
COOPERATIVE AGREEMENTCooperative Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
This Cooperative Agreement made and entered into as of October 1, 2023 among the DEVELOPMENT FINANCE AUTHORITY OF SUMMIT COUNTY, a port authority and political subdivision and body corporate and politic duly organized and validly existing under the laws of the State (the “Issuer”), the CITY OF CANTON, OHIO, a municipal corporation duly organized and validly existing under the laws of the State (the “City”), the Canton Regional Energy Special Improvement District, Inc., a nonprofit corporation and special improvement district duly organized and validly existing under the laws of the State (the “District”), HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (the “Developer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, a national banking association duly organized and validly existing under the laws of the United State of American and authorized to exercise corporate trust powers in the State (the “Trustee”), under the circumstances summarized in the follo
JOINDER AND FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 14th, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This Joinder and First Amendment to Loan Agreement (“First Amendment”) is made and entered into as of the 21st day of September, 2023 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company, and HOF Village Retail II, LLC, a Delaware limited liability company (collectively the “Borrower”) and CH Capital Lending, LLC, a Delaware limited liability company (“Lender”).
