SERIES H COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANYHall of Fame Resort & Entertainment Co • March 25th, 2024 • 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 • March 25th, 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)Hall of Fame Resort & Entertainment Co • March 25th, 2024 • 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”).
MODIFICATION AGREEMENTModification Agreement • March 25th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
THIS MODIFICATION AGREEMENT (this “Agreement”) is entered into as of October 6, 2023, by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), and HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fields”; HOFREC, HOFV Newco, and HOFV Youth Fields, are referred to herein, individually or collectively as the context may require, as “Borrower”) and JKP Financial, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”). Borrower and Lender are sometimes hereinafter collectively referred to as the “Parties”.
AMENDMENT NUMBER 13 TO TERM LOAN AGREEMENT among HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS as Borrowers and THE LENDER PARTY HERETO, as Lender and CH CAPITAL LENDING, LLC, as Administrative Agent...Term Loan Agreement • March 25th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This AMENDMENT NUMBER 13 TO TERM LOAN AGREEMENT (this “Amendment”) dated as of February 28, 2024 (the “Effective Date”) is made by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOF Resort & Entertainment”, and HOF Village Newco, LLC, a Delaware limited liability company (“HOF Newco”; each of HOF Resort & Entertainment and Newco is individually referred to herein as a “Borrower,” and they are collectively referred to herein as “Borrowers”), CH CAPITAL LENDING, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, “Administrative Agent”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company, (together with its successors and/or assigns in its capacity as a Lender under the Loan Agreement (as defined below), “Lender”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SANDLOT FACILITIES, LLC, SANDLOT YOUTH SPORTS HOLDINGS, LLC HOF VILLAGE NEWCO, LLC AND HALL OF FAME RESORT & eNTERTAINMENT COMPANY DATED AS OF DECEMBER 22, 2023Membership Interest Purchase Agreement • March 25th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of December 22, 2023, is entered into by and among (a) Sandlot Facilities, LLC, a Delaware limited liability company (the “Purchaser”), (b) Sandlot Youth Sports Holdings, LLC, a Delaware limited liability company, (the “Purchaser Guarantor”), (c) HOF Village Newco, LLC, a Delaware limited liability company (the “Seller”) and (d) Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFRECO”). The Purchaser, the Purchaser Guarantor, the Seller and HOFRECO are referred to herein collectively, as the “Parties,” and individually as a “Party.” Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.01.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 25th, 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 • March 25th, 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”).
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 25th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This Fourth Amendment to Loan Agreement (“Fourth Amendment”) is made on November 21, 2023 and effective as of September 21, 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”).
AMENDMENT NUMBER 12 TO TERM LOAN AGREEMENT among HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND THE OTHER PERSONS SIGNATORY HERETO AS BORROWERS as Borrowers and THE LENDER PARTY HERETO, as Lender and CH CAPITAL LENDING, LLC, as Administrative Agent...Term Loan Agreement • March 25th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
This AMENDMENT NUMBER 12 TO TERM LOAN AGREEMENT (this “Amendment”) dated as of February 1, 2024 (the “Effective Date”) is made by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOF Resort & Entertainment”, and HOF Village Newco, LLC, a Delaware limited liability company (“HOF Newco”; each of HOF Resort & Entertainment and Newco is individually referred to herein as a “Borrower,” and they are collectively referred to herein as “Borrowers”), CH CAPITAL LENDING, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders (together with its successors and assigns in such capacity, “Administrative Agent”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company, (together with its successors and/or assigns in its capacity as a Lender under the Loan Agreement (as defined below), “Lender”).
Security AgreementSecurity Agreement • March 25th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
This Security Agreement (this “Agreement”), is made on November 21, 2023 and effective as of September 21, 2023 (the “Effective Date”), by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFRECo”), and HOF Village Newco, LLC, a Delaware limited liability company (“Newco”), on their own behalf and on behalf of their affiliates and subsidiaries (collectively, “Grantor”), and CH Capital Lending, LLC, a Delaware limited liability company (“Lender”).
AMENDMENT TO GLOBAL LICENSE AGREEMENTGlobal License Agreement • March 25th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation
THIS AMENDMENT TO GLOBAL LICENSE AGREEMENT (this “Amendment”) is made and entered into as of September 13, 2023, between NATIONAL FOOTBALL MUSEUM, INC., an Ohio non-profit corporation, doing business as Pro Football Hall of Fame (hereinafter “PFHOF”), and HOF VILLAGE NEWCO, LLC, a Delaware limited liability limited partnership (hereinafter “HOFV”), each a “Party” and collectively, the “Parties”.
MODIFICATION AGREEMENTModification Agreement • March 25th, 2024 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio
THIS MODIFICATION AGREEMENT (this “Agreement”) is entered into as of October 6, 2023, by and among Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), and HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fields”; HOFREC, HOFV Newco, and HOFV Youth Fields, are referred to herein, individually or collectively as the context may require, as “Borrower”) and IRG, LLC, a Nevada limited liability company (“IRG”), CH Capital Lending, LLC, a Delaware limited liability company (“CHCL”), and Midwest Lender Fund, LLC (“ML”; IRG, CHCL and ML are referred to herein, individually or collectively as the context may require, as, “Lender”). Borrower and Lender are sometimes hereinafter collectively referred to as the “Parties”.
