SERIES H COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANYWarrant Agreement • February 29th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
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
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 29th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York
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”).
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)Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • February 29th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
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”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • February 29th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
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”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • February 29th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
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”).
