Exhibit 10.1

AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY

this agreement FOR PURCHASE AND SALE OF REAL PROPERTY (this “Agreement”) is made as of November 7, 2022 (the “Effective Date”), by and among HFAKOH001 LLC, a Delaware limited liability company (“Buyer”), and HOF Village Waterpark, LLC, a Delaware limited liability company (“Seller”).

RECITALS

A. Seller is the owner of the Property (as hereinafter defined); and

B. Upon and subject to the terms and conditions set forth in this Agreement, Seller desires to sell to Buyer and Buyer desires to purchase from Seller the Property.

NOW THEREFORE, for and in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

Section 1. Terms and Definitions. The terms listed below shall have the respective meaning given them as set forth adjacent to each term:

(a) “Anti-Money Laundering and Anti-Terrorism Laws” has the meaning ascribed to such term in Section 8(l) hereof.

(b) “Assignment of Intangible Property” has the meaning ascribed to such term in Section 7(b) hereof.

(c) “Business Day” or “business day” means any day other than Saturday, Sunday, or any federal legal holiday.

(d) “Buyer’s Notice Address” shall be as follows, except as same may be changed pursuant to Section 12 hereof:

HFAKOH001 LLC
c/o Oak Street Real Estate Capital, LLC

30 N. LaSalle St., Suite 4140

Chicago, IL 60602

Attn: Asset Management

Email: oakstreetAM@blueowl.com

With a copy to:

Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654

Attn: David A. Rosenberg, P.C. and David P. Stanek
Email: david.rosenberg@kirkland.com and david.stanek@kirkland.com

(e) “Closing” shall mean the consummation of the transactions contemplated by this Agreement.

(f) “Closing Date” has the meaning ascribed to such term in Section 7 hereof.

(g) “Claim Cap” has the meaning ascribed to such term in Section 6 hereof.

(h) “Code” has the meaning ascribed to such term in Section 8(k) hereof.

(i) “Deed” has the meaning ascribed to such term in Section 7(b) hereof.

(j) “Due Diligence Materials” shall mean, collectively, the Title Report, the Survey, the Zoning Report, and any other information provided to Buyer by Seller in connection with the Property.

(k) “Environmental Laws” has the meaning ascribed to such term in Section 8(i) hereof.

(l) “ERISA” has the meaning ascribed to such term in Section 8(k) hereof.

(m) “Estoppel” has the meaning ascribed to such term in Section 7(b) hereof.

(n) “Executive Order” has the meaning ascribed to such term in Section 8(l) hereof.

(o) “FIRPTA” has the meaning ascribed to such term in Section 8(g) hereof.

(p) “Ground Lease” shall mean the lease for the Property, to be entered into as of Closing, with Buyer (or its affiliate), as landlord and Tenant, as tenant, in the form attached hereto as Exhibit C.

(q) “Hazardous Substances” shall mean any hazardous or toxic materials, substances or wastes, such as (a) substances defined as “hazardous substances”, “hazardous materials” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (42 USC Section 9601, et seq.) and/or the Hazardous Materials Transportation Act (49 USC Section 1801, et seq.), as either of such acts are amended from time to time; (b) any materials, substances or wastes which are toxic, ignitable, corrosive or reactive and which are regulated by any local governmental authority, any agency of the state in which the Property is located, or any agency of the United States of America; (c) asbestos, petroleum and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBs), and freon and other chlorofluorocarbons; and (d) those substances defined as any of the foregoing in the regulations adopted and publications promulgated pursuant to each of the aforesaid laws.

(r) “Intangible Property” shall mean all intangible property and assets relating to the Property (including, without limitation, all licenses, permits, entitlements, bonds, development rights, approvals, authorizations, certificates of occupancy, utility agreements, plans, specifications, site plans, surveys, schematics, indemnities, warranties, and guaranties).

(s) “Lease” and “Leases” shall mean, individually or collectively as the context may require, any leases, subleases, licenses or other occupancy agreements affecting the Property or any portion thereof.

(t) “Licenses & Approvals” means all licenses, approvals, certificates, variances, ordinances, and permits issued in any connection with the Property together with all other intangible rights and benefits in connection with or accruing from the Property.

(u) “Memorandum of Lease” has the meaning ascribed to such term in Section 7(b) hereof.

(v) “Must Cure Items” has the meaning ascribed to such term in Section 5 hereof.

(w) “Permitted Exceptions” has the meaning ascribed to such term in Section 5 hereof.

(x) “Personal Property” shall mean all fixtures, equipment, and other personal property owned by Seller, if any, located in or on, and exclusively relating to the maintenance or operation of the Property.

(y) “Plan” has the meaning ascribed to such term in Section 8(k) hereof.

(z) “Pledge” shall mean that certain Pledge and Security Agreement made by Pledgor in favor of Buyer, in the form attached hereto as Exhibit F.

(aa) “Pledgor” means HOF Village Newco, LLC, a Delaware limited liability company.

(bb) “Pledged Collateral” shall mean the “Collateral” as described in the Pledge, including, without limitation, the LLC Certificate and Ownership Transfer Power.

(cc) “Pledged Entity” shall mean HOF Village Stadium, LLC, a Delaware limited liability company, which is wholly-owned by Pledgor

(dd) “Post Closing Agreement” shall mean that certain Post-Closing Matters Agreement by and among Seller, Buyer, and Pledgor, in the form attached hereto as Exhibit G.

(ee) “Property” shall mean the Real Property, the Intangible Property, and the Personal Property.

(ff) “Purchase Option Agreement” shall mean that certain Purchase Option Agreement by and among Seller and Buyer, in the form attached hereto as Exhibit H.

(gg) “Purchase Price” shall mean $50,000,000.00, which the parties hereto agree is allocated among the Real Property and the Pledged Collateral as described in Section 3(b) below.

(hh) “Real Property” shall mean that certain real property commonly known as 2301 George Halas Drive NW, Canton, Ohio 44178, more particularly described on Exhibit A attached hereto and incorporated herein by this reference, together with (i) all structures and improvements owned by Seller and located on such land, (ii) any and all right, title and interest of Seller in and to all privileges, rights, options, easements, hereditaments, entitlements and appurtenances thereto belonging, and (iii) any and all right, title and interest of Seller in and to any streets, alleys, passages and other rights-of-way included therein or adjacent thereto (before or after any vacation thereof).

(ii) “REAs” has the meaning ascribed to such term in Section 8(r) hereof.

(jj) “Seller’s Notice Address” shall be as follows, except as same may be changed pursuant to the Section 12 hereof:

HOF Village Waterpark, LLC

2014 Champions Gateway

Canton, OH 44708

Attn: General Counsel

Email: Tara.charnes@hofvillage.com

With a copy to:

Walter Haverfield LLP
1301 East Ninth Street

Suite 3500

Cleveland, Ohio 44114-1821

Attn: Nick Catanzarite

Email: ncatanzarite@walterhav.com

(kk) “Settlement Statement” has the meaning ascribed to such term in Section 7(b) hereof.

(ll) “Survey” shall mean a survey of the Property, prepared by a licensed professional surveyor in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title Surveys as adopted by the American Land Title Association, the American Congress on Surveying and Mapping and the National Society of Professional Surveyors, including customary Table A items, dated within thirty (30) days of the Closing Date.

(mm) “Survival Period” has the meaning ascribed to such term in Section 6 hereof.

(nn) “Tenant” shall mean HOF Village Waterpark, LLC, a Delaware limited liability company.

(oo) “Title Insurer” and “Escrow Agent” shall mean Chicago Title Insurance Company, 1111 Superior Avenue, Suite 600, Cleveland, OH 44114.

(pp) “Title Policy” has the meaning ascribed to such term in Section 10(c) hereof.

(qq) “Title Report” shall mean a commitment for owner’s policy of title insurance, dated within thirty (30) days of the Closing Date, with respect to the Property.

(rr) “Zoning Report” shall mean a zoning report of the Property, dated within thirty (30) days of the Closing Date, prepared by a nationally-recognized zoning company, including a copy of the applicable certificate of occupancy and letter from the applicable municipality confirming no uncured building code, fire code or other code violations exist

Section 2. Proration of Expenses and Payment of Costs and Recording Fees.

(a) Proration of Taxes. All real estate taxes and assessments that are due and payable on or prior to the Closing Date shall be paid by Seller on or prior to the Closing Date. Tenant shall be responsible for the payment of real estate taxes and assessments that are due and payable after the Closing Date in accordance with the Ground Lease.

(b) Proration of Expenses. Seller and Buyer agree that in connection with entering into the Ground Lease at Closing, there shall be no proration of utility charges or other expenses, whether accruing or payable prior to or after the Closing Date, and that all such utility charges, rent and other expenses concerning the Property shall be borne by Tenant, as tenant under the Ground Lease.

(c) Payment of Costs and Recording Fees. At Closing, Seller shall pay: (i) one half of any escrow fees, (ii) recording costs in connection with the removal of any encumbrances in accordance with this Agreement (including, without limitation, all Must Cure Items), (iii) the cost of the Title Report, Survey and Zoning Report, (iv) all Title Policy premiums, (v) all state, county, local, and municipal transfer taxes payable in connection with the conveyance of the Property hereunder, and (vi) all fees and other amounts charged by any state, county, local, or municipal agency in connection with any requirements related to the recording of the Deed (as hereinafter defined) or the consummation of the transfer of the Property hereunder (including, without limitation, the costs of those certain items described in Section 7(b)(v) below). At Closing, Buyer shall pay: (i) the cost of any loan title insurance policy, (ii) one half of any escrow fees, (iii) the cost third party due diligence reports ordered by Buyer, and (iv) any endorsements to the Title Policy, except required in connection with the removal of encumbrances by Seller (including, without limitation, with respect to Must Cure Items). Seller and Buyer shall be responsible for their own attorneys’ fees. All other closing costs and prorations not specifically referred to herein shall be prorated between the parties in a manner customary for sales of real property similar to the Property in the jurisdiction in which the Property is located.

(d) Reproration. If any of the foregoing items described in this Section 2 cannot be apportioned at the Closing Date because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned as soon as practicable after the Closing Date and the parties shall reasonably cooperate with one another in connection with such apportionment. If, after the Closing, the parties discover any errors in adjustments and apportionments, the same shall be corrected as soon as practicable after discovery of the same. This Section 2 shall survive the Closing and delivery of the Deed.

Section 3. Payment of Purchase Price.

(a) Buyer shall pay the Purchase Price to Seller on the Closing Date in accordance with all the terms and conditions of this Agreement.

(b) Notwithstanding anything to the contrary herein, Buyer and Seller hereby agree that the Purchase Price is allocated as follows: (1) the sum of One Million and No/100 Dollars ($1,000,000.00) is being paid for and is hereby allocated to the Real Property, and (2) the sum of Forty Nine Million and No/100 Dollars ($49,000,000.00) is being paid for and is hereby allocated to a portion of the sums due under the Lease secured by the Pledge in the Pledged Collateral. Buyer and Seller intend that, for U.S. federal income tax purposes (and applicable state and local tax purposes), the transfer of the Purchase Price be treated as an issuance of a loan secured by a mortgage in the Real Property and Pledged Collateral.

Section 4. Sale of Property. Seller agrees to sell and convey the Property to Buyer (or its permitted assignee), and Buyer has agreed to accept the Property, each at the Closing and upon the terms and conditions set forth in this Agreement. At Closing, Tenant shall enter into the Ground Lease, and Buyer acknowledges and agrees that the execution and delivery of the Ground Lease, and the tenancy created thereby, is a condition to effectiveness of the sale of the Property to Buyer, without which Buyer would be unwilling to consummate the transactions contemplated hereby.

Section 5. Title. At Closing, Seller agrees to execute and deliver to Buyer (or its permitted assignee) a Deed in the form attached as Exhibit B for the Property, which shall provide good and marketable, insurable title to Buyer, free and clear of all liens and encumbrances, except for: (i) the Ground Lease; (ii) real estate taxes for the current year and subsequent years that are not yet due or payable; (iii) assessments for municipal improvements, if any, for the current year and subsequent years that are not yet due or payable; (iv) zoning ordinances and building codes, to the extent the Property is in compliance therewith; and (v) any and all other exceptions set forth on Schedule 1 hereto (collectively, the “Permitted Exceptions”). In no event shall the “Permitted Exceptions” include any (collectively, the “Must Cure Items”): (a) monetary liens or encumbrances against the Property that are dischargeable by payment of a liquidated sum, including, without limitation, all mortgages, financing instruments, mechanics liens and judgments affecting the Property; (b) encumbrances against title which are created by or through Seller; (c) matters which Seller elects to cure; and (d) delinquent real property taxes and/or special assessments with respect to the Property.

Section 6. Breach of Representation. All representations and warranties of Seller in this Agreement shall be deemed to have been made as of the Closing Date and shall survive the Closing for a period of twelve (12) months after the Closing (the “Survival Period”). Any right of action for the breach of any representation, warranty, or covenant contained herein shall not merge with the deed delivered at the Closing but shall survive the Closing for the Survival Period. Following the Closing, Seller shall be liable for any breach of its representations, warranties, or covenants expressly set forth in this Agreement; provided that: (i) following Closing, the total liability of Seller for all such breaches of its representations and warranties under this Agreement shall not, in the aggregate, exceed five percent (5%) of the Purchase Price (the “Claim Cap”); and (ii) following Closing, the total liability of Buyer for all such breaches shall not, in the aggregate, exceed the Claim Cap. Buyer further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) (in which event the full amount of such valid claims against Seller shall be actionable up to, but not in excess of, the Claim Cap).

Section 7. Closing.

(a) Subject to the terms and conditions of this Agreement, the closing of the sale of the Property and the Pledged Collateral shall take place on the date hereof (the “Closing Date”). The Closing shall consist of the execution and delivery of documents by Seller, Buyer, and the Tenant, as set forth below, and delivery by Buyer to Seller of the Purchase Price in accordance with the terms of this Agreement. The Closing shall be held through a customary, New York style escrow arrangement between the parties and the Escrow Agent, or such other place or manner as the parties hereto may mutually agree.

(b) Seller shall deliver to Buyer at Closing the following executed documents:

(i) one (1) original deed in the form attached hereto as Exhibit B, from the Seller Entity to Buyer conveying the Real Property to Buyer, subject only to the Permitted Exceptions (the “Deed”);

(ii) the Ground Lease, executed by Tenant, together with an executed Limited Recourse Carveout Guaranty executed by Pledgor in form and substance as attached to the Ground Lease;

(iii) one (1) original of the memorandum of Ground Lease in the form contemplated therein (the “Memorandum of Lease”);

(iv) one (1) Assignment of Intangible Property with respect to the Property from the Seller in the form of Exhibit D attached hereto (the “Assignment of Intangible Property”);

(v) one (1) original Pledge, together with signatures to all exhibits attached to such Pledge;

(vi) one (1) original of a Second Amended and Restated Operating Agreement of Pledged Entity, in form and substance satisfactory to Buyer;

(vii) one (1) original of a Certificate of Limited Liability Company Interests in Pledged Entity (the “LLC Certificate”), in form and substance satisfactory to Buyer;

(viii) one (1) original of an Ownership Transfer Power relating to Pledged Entity (the “Ownership Transfer Power”), in form and substance satisfactory to Buyer;

(ix) one (1) original of the Purchase Option Agreement;

(x) one (1) original of the Post Closing Agreement, executed by Seller and Pledgor;

(xi) a settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder (the “Settlement Statement”);

(xii) all transfer tax statements, declarations, residency certifications, filings, and notices as may be necessary or appropriate for purposes of recordation of the Deed (including, without limitation, any water reading, water bill, certificate (including, without limitation, water certificates, certificates of sewer compliance, and certificates of building compliance), inspection report, evidence of required repairs, clearance letter, release, evidence of payment of all sums owed to any government, agency, or municipality, and any other similar certificate, payment or deliverable customarily submitted or obtained in the jurisdiction in which any portion of the Property is located in connection with sales of property similar to the Property).  In the event any state, county, local or municipal agency requires any holdback in connection therewith, the required amount shall be set aside from the Purchase Price and held in escrow with Escrow Agent in accordance with such Escrow Agent’s customary instructions and procedures in such jurisdiction;

(xiii) good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other organization or authority documents as reasonably requested by the Title Insurer;

(xiv) a FIRPTA Affidavit from Seller in the form of Exhibit E attached hereto, and approved by the Title Insurer;

(xv) an owner’s affidavit and gap undertaking in the form reasonably and customarily required by the Title Insurer to issue the Title Policy to Buyer;

(xvi) estoppel certificates in the form provided by Buyer from any parties party to the REAs (collectively, the “Estoppels”), which Estoppels shall not show any default by Seller or Tenant or any information that would be reasonably expected to have a material adverse effect on the ownership, use, occupancy or maintenance of the Property; and

(xvii) such additional documents, tax certificates, withholding forms, instructions or other items as may be necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby.

(c) Buyer shall deliver to Seller at Closing the following:

(i) the Purchase Price, as adjusted by the prorations and credits described herein;

(ii) the Settlement Statement executed by Buyer;

(iii) the Ground Lease executed by Buyer;

(iv) the Pledge executed by Buyer;

(v) the Purchase Option Agreement executed by Buyer;

(vi) the Post Closing Agreement, executed by Buyer;

(vii) one (1) Assignment of Intangible Property for the Property;

(viii) one (1) original of the Memorandum of Lease;

(ix) all transfer tax statements, declarations, residency certifications, and filings as may be necessary or appropriate for purposes of recordation of the applicable deed;

(x) good standing certificates and corporate resolutions or member or partner consents, as applicable, and such other organization or authority documents as reasonably requested by the Title Insurer; and

(xi) such additional documents, instructions or other items as may be necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby.

Section 8. Seller’s Representations. Seller represents and warrants to Buyer, effective as of the Closing Date, as follows:

(a) Seller is duly organized (or formed), validly existing and in good standing under the laws of the United States. Seller is authorized to consummate the transaction set forth herein and fulfill all of its respective obligations hereunder and under all closing documents to be executed by Seller, and has all necessary power to execute and deliver this Agreement, and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder, and under such closing documents. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

(b) Seller has obtained all necessary consents and permissions required to consummate the transactions contemplated herein. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, violate, or create in any person, entity, agency, district, or other authority (including, without limitation, governmental authorities) any right to modify, terminate, accelerate or cancel any contract, agreement, instrument, document, or agreement, oral or written, to which Seller is a party or by which Seller or the Property or the Pledged Collateral is bound.

(c) Seller has not received any written notice of, nor does Seller have knowledge of, any current or pending tax appeals affecting Seller or the Property, and Seller does not have any knowledge of any pending tax appeals against Seller or the Property; Seller has not initiated, nor does Seller know of, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property and Seller has no knowledge that the Property may be rezoned.

(d) There are no actions, suits or other proceedings or litigation of any kind pending or, to the best of Seller’s knowledge, threatened against Seller or the Property or the Pledged Collateral which, if determined adversely to Seller, would have a material adverse effect on the validity or enforceability of this Agreement or the ability of Seller to perform its obligations hereunder; and, Seller has not received any written notice of any current or pending environmental investigations against the Property and Seller does not have any actual knowledge of any pending environmental investigations against the Property.

(e) Seller has not entered into any contracts, subcontracts or agreements, including but not limited to any service contracts or brokerage agreements, affecting the Property which will be binding upon the Property or Buyer after the Closing.

(f) Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property or the Pledged Collateral and Seller does not have knowledge of any such violations.

(g) There are no Leases affecting the Property.

(h) Seller is not a “foreign person” under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) and upon consummation of the transaction contemplated hereby, Buyer will not be required to withhold from the Purchase Price any withholding tax.

(i) Seller has no knowledge of any pending or threatened condemnation proceedings affecting the Property and Seller has not received any written notice that there is any pending or threatened condemnation of all or any part of the Property.

(j) (1) To Seller’s knowledge no Hazardous Substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, the “Environmental Laws”); and (2) Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other Hazardous Substance discharge or seepage.

(k) There are no rights of first refusal, rights of first offer, purchase options or similar purchase rights with respect to the Property or the Pledged Collateral.

(l) Seller is not acting on behalf of, (a) an “employee benefit plan” (as defined in Section 3(3) of the Employment Retirement Income Security Act of 1974 (“ERISA”)) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975(e) of the Internal Revenue Code of 1986 (the “Code”) that is subject to Section 4975 of the Code (each of the foregoing a “Plan”), (c) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA, or (d) a “governmental plan” within the meaning of Section 3(32) of ERISA.

(m) Neither Seller nor, to Seller’s actual knowledge, its affiliates, is in violation of any laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”). Neither Seller nor, to Seller’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time. Neither Seller nor, to Seller’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Property or the Pledged Collateral (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Seller, nor any person controlling or controlled by Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

(n) Except for items being paid by Seller at Closing or prorated at Closing, there are no outstanding accounts payable or unpaid debts relating to the Property or the Pledged Collateral that would be binding on Buyer or the Property or the Pledged Collateral, including, without limitation, any unpaid charges, debts, liabilities, claims or obligations arising from the construction, occupancy, ownership, use or operation of the Property, which could give rise to any mechanic’s or materialmen’s or other statutory liens against any portion of the Property.

(o) Seller does not have any employees, and following the Closing, Buyer shall have no obligation to employ or continue to employ any individual employed by Seller or at the Property. There are no employment, collective bargaining or similar agreements or arrangements with Seller or with respect to the Property, which will be binding on Buyer after the Closing.

(p) The Due Diligence Materials consist of copies of the same documents that are used and relied upon by Seller in its ownership and operation of the Property.

(q) Seller currently possesses all requisite Licenses & Approvals necessary to own, maintain, operate and use the Property and the Pledged Collateral, and has made available to Buyer true, correct and complete copies of the Licenses & Approvals. Seller has not received any written notice from any governmental authority or other person or entity of (i) any violation, default, intended or threatened non-renewal, suspension or revocation of any License or Approval, or (ii) any failure by Seller to obtain any of the Licenses & Approvals required for the use, occupancy or operation of the Property that has not been cured, and there is no violation, default or any basis for any non-renewal, suspension or revocation of any of the Licenses & Approvals.

(r) All amounts due and payable by Seller under any declarations, development agreements, reciprocal and/or operating easement agreements, or the like, impacting the Property (the “REAs”), if any, have been paid in full, all obligations of Seller to be performed under the REAs prior to the Closing Date have been satisfied, and no default exists under any of the REAs by Seller or any other party thereto.

(s) Terms such as “to Seller’s knowledge,” “to the best of Seller’s knowledge” or like phrases mean the knowledge of [_________], the individual in Seller’s organization charged with responsibility for the Property, and the matters otherwise addressed in the representations and warranties contained herein; provided that so qualifying Seller’s knowledge shall in no event give rise to any personal liability on the part of Seller’s property manager, any officer, director or employee of Seller or [_________], on account of any breach of any representation or warranty made by Seller herein.

(t) Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally.

Section 9. Buyer’s Representations. Buyer represents and warrants to Seller effective as of the Closing Date, as follows:

(a) Buyer is duly formed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the transaction set forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Buyer, and has all necessary power to execute and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer have been duly authorized by all requisite corporate or other required action on the part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound;

(b) No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law;

(c) Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time. Neither Buyer nor, to Buyer’s actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the sale of the Property (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists referenced above, (B) deals in, or otherwise engages in any transaction relating to, the property or interests in the property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws. Neither Buyer, nor any person controlling or controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and regulations (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)); and

(d) Buyer is not, and is not acting on behalf of, (a) a Plan, (b) an entity or account the assets of which constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA or (c) a “governmental plan” within the meaning of Section 3(32) of ERISA.

(e) For purposes of this Agreement, terms such as “to Buyer’s knowledge”, “to the best of Buyer’s knowledge”, or like phrases mean the actual knowledge of Michael Reiter, with no duty of inquiry, an individual in Buyer’s organization expected to have knowledge of the matters set forth in this Agreement; provided, however, that so qualifying Buyer’s knowledge shall in no event give rise to any personal liability on the part of such individual (or any other officer, director or employee of Buyer or its affiliates) on account of any breach of any representation, warranty or covenant by Buyer herein.

Section 10. Conditions to Buyer’s Obligations. Buyer’s obligation to pay the Purchase Price, accept title to the Property and the Pledged Collateral and proceed to Closing on the terms and conditions of this Agreement shall be subject to satisfaction of the following conditions precedent on and as of the Closing Date, any one or more of which may be waived in whole or in part by Buyer in writing:

(a) Seller shall deliver, or cause to be delivered, to Buyer on or before the Closing Date the documents set forth in Section 7(a) above;

(b) Each of the representations and warranties of Seller contained in this Agreement shall be true in all material respects at and as of the Closing Date, and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement; and

(c) Buyer shall receive from the Title Insurer a current ALTA owner’s title insurance policy, or irrevocable and unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Purchase Price, dated, or updated to, the date of the Closing, to be updated to the date and time of recording of the Deed, insuring, or committing to insure, at its ordinary premium rates, Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form approved by Buyer and subject only to the Permitted Exceptions (the “Title Policy”).

Section 11. Conditions to Seller’s Obligations. Seller’s obligation to deliver title to the Property and the Pledged Collateral and proceed to Closing on the terms and conditions of this Agreement shall be subject to satisfaction of the following conditions precedent on and as of the Closing Date, any one or more of which may be waived in whole or in part by Seller in writing:

(a) Buyer shall deliver to Seller upon the Closing the Purchase Price as adjusted pursuant to Section 2 hereof; and

(b) The representations and warranties of Buyer contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing.

Section 12. Notices. All notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing and shall be deemed to have been properly given on the date: (i) delivered in person; (ii) deposited in the United States mail, registered or certified, return receipt requested; (iii) delivery via electronic mail to the addresses set out in Section 1; or (iv) deposited with a nationally recognized overnight courier, to the addresses set out in Section 1. Such notices shall be deemed effective upon receipt. Any address or name specified in Section 1 may be changed by notice given to the addressee by the other party in accordance with this Section 12. Anything to the contrary notwithstanding, if notice cannot be delivered because of a changed address of which no notice was given as provided, above, or because of rejection or refusal to accept any notice, then receipt of such notice shall be deemed to be as of the date of inability to deliver or rejection or refusal to accept. Any notice to be given by any party may be given by the counsel for such party.

Section 13. Entire Agreement. This Agreement constitutes the sole and entire agreement among the parties hereto with regard to the subject matter hereof, and no modification of this Agreement shall be binding unless in writing and signed by Buyer and Seller. No prior agreement or understanding pertaining to the subject matter hereof (including, without limitation, any letter of intent executed prior to this Agreement) shall be valid or of any force or effect from and after the date hereof.

Section 14. No Representations or Warranties. Other than as expressly set forth in this Agreement or in any conveyance document(s) delivered by Seller or its affiliates to Buyer at Closing (the “Closing Documents”), Seller is not making, nor has it at any time made, any warranties or representations of any kind or character, expressed or implied, with respect to the Property, including, but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents or any other information provided by or on behalf of Seller to Buyer, or any other matter or thing regarding the Property. Buyer acknowledges and agrees that, upon Closing, Seller shall cause the Property to be conveyed to Buyer and Buyer shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED” except to the extent otherwise expressly provided in this Agreement or in any Closing Documents. Buyer represents to Seller that it has conducted or will conduct such investigations of the Property, including, but not limited to, title, survey and the physical and environmental conditions of the Property (to the extent permitted hereunder) as Buyer deems necessary to satisfy itself as to the condition of the Property and the existence or nonexistence or curative action to be taken with respect to any conditions relating to the Property.

Section 15. Applicable Law. This Agreement shall be construed under the laws of the State of Illinois, without giving effect to any conflict of laws or principles.

Section 16. Brokers. Buyer and Seller each hereby represent that there are no brokers involved or that have a right to proceeds in this transaction or under the Ground Lease, the commission for which shall be paid by Seller. Seller and Buyer each hereby agree to indemnify and hold the other harmless from all loss, cost, damage or expense (including reasonable attorneys’ fees at both trial and appellate levels) incurred by the other as a result of any claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission, finder’s fee or similar compensation made by any broker, finder or any party who claims to have dealt with such party. The representations, warranties and indemnity obligations contained in this Section 16 shall survive the Closing and delivery of the Deed or the earlier termination of this Agreement.

Section 17. Attorneys’ Fees. In any action between Buyer and Seller as a result of failure to perform or a default under this Agreement, the prevailing party shall be entitled to recover from the other party, and the other party shall pay to the prevailing party, the prevailing party’s reasonable attorneys’ fees and disbursements and court costs incurred in such action.

Section 18. No Recording. Buyer may not record this Agreement or any memorandum of short form hereof.

Section 19. Computation of Time. If the last day of any time period stated herein shall fall on a Saturday, Sunday or legal holiday, then the duration of such time period shall be extended so that it shall end on the next succeeding day which is not a Saturday, Sunday or legal holiday. Unless preceded by the word “business,” the word “day” shall mean a calendar day. The phrase “business day” or “business days” shall have the meaning set forth in Section 1. Time is of the essence with respect to this Agreement and the transactions contemplated hereby.

Section 20. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party. Signatures to this Agreement, any amendment hereof and any notice given hereunder, delivered electronically via .pdf, .jpeg, .TIF, .TIFF or similar electronic format shall be deemed an original signature and fully effective as such for all purposes. Each party agrees to deliver promptly an executed original of this Agreement (and any amendment hereto) with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Agreement (or any amendment hereto), it being expressly agreed that each party to this Agreement shall be bound by its own electronically transmitted signature and shall accept the electronically transmitted signature of the other party to this Agreement.

Section 21. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

Section 22. No Offer. This Agreement is of no force or effect unless it is signed by Seller and Buyer, and a signed copy of this Agreement delivered by Seller to Buyer. The mailing, delivery or negotiation of this Agreement by Seller or Buyer or any agent or attorney of Seller or Buyer prior to the execution and delivery of this Agreement as set forth in this clause shall not be deemed an offer by Seller or Buyer to enter into this Agreement, whether on the terms contained in this Agreement or on any other terms.

Section 23. Waiver of Trial by Jury. THE RESPECTIVE PARTIES HERETO SHALL AND HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR FOR THE ENFORCEMENT OF ANY REMEDY GRANTED IN THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY SELLER AND BUYER, EACH OF WHOM HEREBY ACKNOWLEDGES THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. SELLER AND BUYER EACH FURTHER REPRESENT THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

Section 24. Assignment. This Agreement may not be assigned by Buyer or Seller without the prior written consent of the other such party. Notwithstanding the foregoing, Buyer may assign its rights under this Agreement, without the consent of Seller, to any entity which controls, is controlled by, or is under common control with Buyer (control meaning the power, through ownership of voting rights or contract, to manage the decision making of an entity). In addition, Buyer shall have the right to direct Seller, upon written notice to Seller prior to Closing, to transfer the Property to one or more affiliates of Buyer in lieu of transferring the Property to Buyer at Closing. The final documents to be delivered at Closing, including, without limitation, the Deed, shall be conformed to reflect the appropriate transferee as communicated by Buyer in accordance herewith.

Section 25. Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement.

Section 26. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

[Remainder of Page Intentionally Left Blank; Signatures Appear On The Following Pages]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Purchase and Sale of Real Property as of the Effective Date.

[Signature Page to Agreement for Purchase and Sale of Real Property]

[Signature Page to Agreement for Purchase and Sale of Real Property]

JOINDER BY GUARANTOR

HOF Village Newco, LLC, a Delaware limited liability company (“Guarantor”), has executed this Agreement to guaranty the performance and discharge the obligations of Seller under this Agreement or any documents executed by any Seller and delivered to Buyer pursuant to this Agreement which are specifically stated to survive Closing and delivery of the Deed in favor of and for the benefit of Buyer.

[Signature Page to Joinder by Guarantor]

JOINDER BY ESCROW AGENT

Escrow Agent joins in the execution of this Agreement to evidence its agreement to receive, hold and disburse funds and documents in accordance with the terms and provisions of this Agreement. Title Insurer agrees to act as the “Reporting Person” for this transaction and as defined in Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder (collectively, the “Reporting Requirements”) and to perform all duties that are required by the Reporting Requirements to be performed by the Reporting Person with respect to this transaction.

[Signature Page to Joinder by Escrow Agent]

Exhibit 10.2

LEASE AGREEMENT

By and Between

HFAKOH001 LLC, a Delaware limited liability company

(Landlord)

and

HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company

(Tenant)

Property:  See Exhibit B

This Instrument Prepared by:
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
Attn: David A. Rosenberg, P.C.

TABLE OF CONTENTS

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is entered into as of the 7th day of November, 2022 (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”).

RECITALS

NOW THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. BASIC TERMS.

2. DEFINITIONS AND BASE PROVISIONS.

For purposes of this Lease, the following terms shall have the meanings indicated below:

c/o Oak Street Real Estate Capital, LLC
30 North LaSalle, Suite 4140

Chicago, IL 60602

Attention: Asset Management

Email: oakstreetAM@blueowl.com

With a copy to

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attention: David A. Rosenberg and David P. Stanek

E-mail: david.rosenberg@kirkland.com and david.stanek@kirkland.com

HOF Village Waterpark, LLC
2014 Champions Gateway
Canton, OH 44708
Attn: General Counsel
Email: Tara.charnes@hofvillage.com

With a copy to:

Walter Haverfield LLP
1301 East Ninth Street
Suite 3500
Cleveland, Ohio 44114-1821
Attn: Nick Catanzarite
Email: ncatanzarite@walterhav.com

3. GRANTING CLAUSE.

LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN FACT OR IN LAW, IN RESPECT OF THE PREMISES OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE NATURE OR QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR THE EXISTENCE OF ANY HAZARDOUS MATERIALS, IT BEING AGREED THAT ALL SUCH RISKS, KNOWN AND UNKNOWN, LATENT OR PATENT, ARE TO BE BORNE SOLELY BY TENANT, INCLUDING ALL RESPONSIBILITY AND LIABILITY FOR ANY ENVIRONMENTAL CONDITION OF THE PREMISES, ENVIRONMENTAL REMEDIATION AND COMPLIANCE WITH ALL ENVIRONMENTAL LAWS.

Without limiting the foregoing, Tenant realizes and acknowledges that factual matters existing as of the Commencement Date now unknown to it may have given or may hereafter give rise to losses, damages, liabilities, costs and expenses that are presently unknown, unanticipated and unsuspected, and Tenant further agrees that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Tenant nevertheless hereby intends to release, discharge and acquit Landlord and Landlord Mortgagee, and each of their respective successors and assigns, and their respective members, managers, partners, shareholders, officers, directors, agents, attorneys and representatives, from any and all such unknown losses, damages, liabilities, costs and expenses.

4. USE.

5. RENT.

6. TRUE LEASE

7. NET LEASE.

8. REAL ESTATE TAXES.

9. PERSONAL PROPERTY TAXES.

Tenant shall be liable for and shall promptly pay when due all personal property taxes related to Personal Property and Tenant’s Personal Property placed in the Premises. Tenant may, without Landlord’s consent, before delinquency occurs, contest any such taxes related to the Personal Property.

10. OPERATING EXPENSES.

11. TENANT’S REPAIR AND MAINTENANCE RESPONSIBILITIES.

12. COMPLIANCE WITH LAWS.

Tenant shall, at its sole cost and expense, use and maintain the Premises in compliance with all Laws, and Tenant shall, at its sole cost and expense, comply with all Laws applicable to or having jurisdiction over the use, occupancy, operation, and maintenance of the Premises, including without limitation, all Environmental Laws, the ADA and other access laws and those which require the making of any structural, unforeseen or extraordinary changes and including those which involve a change of policy on the part of the governmental body enacting the same. Tenant shall, at its sole cost and expense, comply with all Encumbrances affecting the Premises or any portion thereof (other than Landlord’s obligations to pay debt service to any Landlord Mortgagee under any Landlord Mortgage and any Encumbrances caused by Landlord without Tenant’s consent (not to be unreasonably withheld) that would not otherwise be payable by Tenant hereunder). Tenant, at its sole expense, shall comply with the requirements of policies of special form insurance coverage at any time in force with respect to the Premises as required pursuant to Section 16 hereof and with the provisions of all contracts, agreements and restrictions affecting the Premises or any part thereof in effect as of the date hereof or the ownership, occupancy or use thereof. Without diminishing the obligations of Tenant, if Tenant shall at any time fail to comply as promptly as reasonably practicable with any Law applicable to the Premises, or the use and occupation thereof, Landlord may cause the Premises to so comply and the reasonable costs and expenses of Landlord in such compliance shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate.

13. SURRENDER OF PREMISES.

Upon the expiration of this Lease pursuant to its terms (or, in the event of a termination of this Lease on a date other than the scheduled Expiration Date of this Lease, as promptly as commercially practicable thereafter (but in any event within ten (10) days thereafter)), Tenant shall surrender to Landlord the Premises, including all Alterations constructed by Tenant therein that Landlord has not requested that Tenant remove in accordance with Section 14 below, with all fixtures appurtenant thereto (but not including furnishings, trade fixtures, furniture, computers, telephone systems, machinery, equipment and other Personal Property installed or placed on the Premises by Tenant or any tenant or subtenant of Tenant, all of the foregoing used in or related to Tenant’s business, but not for the operation of the Buildings or the Premises (collectively, “Tenant’s Personal Property”)), free and clear of any occupants or tenancies (including subtenancies) (other than subtenants under subleases as in effect on the date hereof or entered into in accordance herewith) and in compliance with Laws (including, without limitation, Environmental Laws) and in as good (or better) condition and repair as exists upon the final completion of the Construction Work in accordance with the terms of this Lease, reasonable wear and tear and damage from fire or other casualty excepted, and any new buildings, alterations, improvements, replacements or additions constructed by Tenant and remaining at the Premises, in the same or better condition as when completed, reasonable wear and tear and damage from fire or other casualty excepted. Without limitation to the foregoing, at Landlord’s request, if Landlord has reasonable grounds to believe that a violation of Environmental Laws or a Release or threatened Release of Hazardous Materials has occurred at or affecting the Premises, Tenant shall commission and provide to Landlord, or Landlord may commission, in each event, at Tenant’s sole cost and expense, a Phase I site assessment or compliance review, and, if warranted based on the findings of such assessment or review, a Phase II site assessment of the Premises, each of the foregoing at Tenant’s sole cost and expense, for purposes of confirming the environmental condition of the Premises and Tenant’s compliance with the terms of the Lease with respect to environmental matters. Any of Tenant’s Personal Property installed or placed on the Premises by Tenant or any subtenant or assignee of Tenant, if not removed within ten (10) days after termination or expiration of this Lease shall be deemed abandoned and become the property of Landlord without any payment or offset therefor if Landlord so elects. If Landlord shall not so elect, Landlord may remove such property from the Premises and have it stored at Tenant’s risk and expense. Tenant shall repair and restore and save Landlord harmless from all damage to the Premises caused by such removal by Landlord.

14. ALTERATIONS.

15. ENTRY BY LANDLORD.

Landlord or Landlord’s Representatives shall have the right to enter, from time to time and upon not less than twenty-four (24) hours’ prior notice, the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations) to (i) inspect the Premises, (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lenders or prospective tenants (but, solely with respect to the Buildings, only during the last two (2) years of the Term with respect to prospective tenants); and Tenant shall not be entitled to any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Tenant’s or any subtenant’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises or violate the reasonable terms of any sublease of which Landlord is made aware.

16. TENANT’S INSURANCE OBLIGATIONS.

(i)  the sale of alcoholic beverages upon the Premises, liquor liability insurance with a minimum limit of One Million and No/100 Dollars ($1,000,000), with Landlord and its lenders or other designees endorsed as an additional insured; and/or

(ii)  the sale or use of gasoline or other petroleum products upon the Premises, Tenant shall procure pollution legal liability insurance covering each location with a retroactive date corresponding to the first occupation by Tenant and an extended reporting period of not less than three (3) years, with a minimum limit of One Million and No/100 Dollars ($1,000,000) with a deductible not greater than Twenty-five Thousand and No/100 Dollars ($25,000) for each incident which coverage shall be primary and non-contributory and should also include coverage for any underground storage tanks located on the Premises.

17. OFAC.

18. WAIVER OF SUBROGATION.

Notwithstanding anything to the contrary set forth in this Lease, to the fullest extent permitted by Law, neither Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to the other party (or to any insurance company insuring the other party) for any loss or damage to the property of the releasing party to the extent the loss or damage is covered by property insurance carried or required by this Lease to be carried by the releasing party EVEN THOUGH SUCH LOSS MIGHT HAVE BEEN OCCASIONED BY THE NEGLIGENCE OR WILLFUL ACTS OR OMISSIONS OF LANDLORD OR TENANT OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CONTRACTORS OR INVITEES. Landlord and Tenant shall give each insurance company which issues policies of insurance, with respect to the items covered by this waiver, written notice of the terms of this mutual waiver, and shall have such insurance policies properly endorsed, if necessary, to prevent the invalidation of any of the coverage provided by such insurance policies by reason of such mutual waiver. For the purpose of the foregoing waiver, the amount of any deductible or self-insured retention applicable to any loss or damage shall be deemed covered by, and recoverable by the insured under the insurance policy to which such deductible or self-insured retention relates. Each party shall pay any additional expense, if any, for obtaining such waiver.

19. DESTRUCTION OF OR DAMAGE TO PREMISES.

20. CONDEMNATION.

21. INDEMNIFICATION.

22. ASSIGNMENT AND SUBLETTING.

The “Net Worth Threshold” shall mean and refer to a Net Worth (as hereinafter defined) equal to or greater than $150,000,000. As used herein, “Net Worth” means, as of a given date, without duplication: (i) the fair market value of the total assets of such Person (excluding any interest in the Premises, any interest in that certain property commonly known as 400 15th Street SW, Auburn, Washington 98001 and all improvements thereon and appurtenances thereof (the “Auburn Property”), receivables from Affiliates, goodwill, patents, trademarks, trade names, organization expense, treasury stock, unamortized debt discount and expense, deferred research and development costs, deferred marketing expenses, and other intangibles), minus (ii) such Person’s total liabilities debt and debt-like equivalents, such as subleases and special assessments, Tourism Development District (“TDD”) bonds, tax increment financing (“TIF”) regimes and any minimum service payments thereunder, PACE loans, and any other Ohio Governmental Financing Programs as of such date (exclusive of any liabilities associated with any assets of such Person excluded pursuant to clause (i) above), as determined in accordance with GAAP. The fair market value with respect to any real property shall mean the value of such real property as determined by the most recent Appraisal (as hereinafter defined) of such real property as of the valuation date set forth therein. Such Person shall provide an Appraisal for each real property not less often than every two years, and at any other time Landlord shall deem an updated Appraisal to be reasonably necessary. For each real property in the process of being developed and which has one or more fully executed leases in place at the time of the Appraisal, the fair market value shall be based upon the completed development with such leases in place (i.e., the stabilized value of the real property, as improved and leased). Notwithstanding the foregoing, neither any value derived from the Premises nor any value derived from the Auburn Property shall be applied towards the calculation of the Net Worth Threshold. For purposes of calculating such Person’s net worth, Landlord shall have the right to obtain updated Appraisals of the property directly or indirectly owned by such Person, at Tenant’s or Guarantor’s sole cost and expense. “Appraisal” means, with respect to any real property, a written valuation of such real property issued by an independent and nationally recognized MAI appraiser duly licensed in the jurisdiction in which such real property is located.

(i) In the case of a Monetary Default, Leasehold Mortgagee shall be entitled (but not required) to cure such Event of Default within a cure period ending on the later of (x) the end of Tenant’s cure period under this Lease or (y) the fifth (5^th) business day after Landlord gives written notice of such Event of Default to Leasehold Mortgagee. Any such cure shall be accompanied by payment to Landlord of interest at the Default Rate and Late Charge.

(ii) In the case of any Nonmonetary Default that a Leasehold Mortgagee is reasonably capable of curing without obtaining possession of the Premises (excluding in any event a Personal Default), Leasehold Mortgagee shall be entitled, but not required, to: within a period ending on the later of (x) the final calendar day of Tenant’s cure period for the Event of Default (if Tenant is entitled to any such cure period) or (y) the date that occurs thirty (30) calendar days after Leasehold Mortgagee receives written notice of such Event of Default, to cure such Event of Default, provided, however, if such Nonmonetary Default is inherently not susceptible to cure within such thirty (30) calendar day period, such cure period shall be extended to the extent reasonably necessary to cure such Event of Default so long as the Leasehold Mortgagee is proceeding with reasonable diligence to cure such Event of Default, but not more than an additional ninety (90) days.

(iii) In the case of (1) any Nonmonetary Default that is not reasonably susceptible of being cured by a Leasehold Mortgagee without obtaining possession of the Premises or (2) any Personal Default, Leasehold Mortgagee shall be entitled (but not required) to do the following, so long as, for all other Events of Default, such Leasehold Mortgagee has exercised or is exercising, within the applicable periods, the applicable Leasehold Mortgagee’s Cure Rights as provided in this Lease:

(i) At any time during a period ending on the later of (i) the cure period (if any) applicable to Tenant, or (ii) thirty (30) calendar days after Landlord gives to the Leasehold Mortgagee notice of the Nonmonetary Default, Leasehold Mortgagee shall be entitled to institute proceedings to obtain control of the Premises, and (subject to any stay in any bankruptcy proceedings affecting Tenant, or any injunction, so long as such stay or injunction has not been lifted) then with reasonable diligence prosecute the same to completion (but not necessarily within such thirty (30) calendar day period or, if applicable, cure period of Tenant).

(ii) Upon obtaining control of the Premises (whether before or after expiration of any otherwise applicable cure period), Leasehold Mortgagee or Successor Tenant shall then be entitled (but not required) to proceed with reasonable diligence to cure such Nonmonetary Defaults (excluding Personal Defaults of Tenant, which neither Leasehold Mortgagee nor Successor Tenant need cure at any time). A Leasehold Mortgagee or Successor Tenant having control of the Premises shall not be bound by any deadline for completion of any construction or Alterations, or other performance, required of Tenant under this Lease, provided that such Leasehold Mortgagee or Successor Tenant shall with reasonable diligence prosecute completion of same and shall cure all Monetary Defaults within the period provided for under this Lease for such cure.

(iv) So long as the period for a Leasehold Mortgagee to exercise Leasehold Mortgagee’s Cure Rights for any Event of Default has not expired, Landlord shall not bring a proceeding on account of such Event of Default to (x) dispossess Tenant or subtenants under subleases, (y) reenter the Premises, or (z) terminate this Lease or the Leasehold Estate. Nothing in the Mortgagee Protections shall, however, be construed to either (i) extend the Term beyond the expiration date provided for in this Lease that would have applied if no Event of Default had occurred, (ii) preclude Landlord from seeking and obtaining actual damages or injunctive and other equitable relief against Tenant on account of such Event of Default, (iii) require any Leasehold Mortgagee to cure any Personal Default as a condition to preserving this Lease or to obtaining a New Lease (but this shall not limit a Leasehold Mortgagee’s obligation to seek to obtain control of the Premises, and then consummate a foreclosure, by way of the exercise of Leasehold Mortgagee’s Cure Rights, if Leasehold Mortgagee desires to preclude Landlord from terminating this Lease on account of a Personal Default).

If this Lease terminates before its stated expiration date including due to an Event of Default or is successfully rejected in a bankruptcy proceeding commenced by any party hereto or its heirs, personal representatives, successors and permitted assigns, but excluding a termination, with or without Leasehold Mortgagee’s consent, as the result of Section 20, then Landlord shall, within ten (10) Business Days, give written notice of such termination to each Leasehold Mortgagee that satisfies the conditions of Section 22.I.5, but Landlord shall not be liable for a failure to timely provide such written notice, provided, however, it is agreed that the New Lease Option Period will not commence until such written notice is given. Upon a Leasehold Mortgagee’s request given within the New Lease Option Period, Landlord shall enter into a New Lease with New Tenant that is a Qualified Tenant that is not an Affiliate of Tenant under the terminated Lease, provided that such Leasehold Mortgagee shall, on the New Lease Delivery Date: (1) pay to Landlord any and all sums then due under this Lease as if this Lease had not been terminated including interest at the Default Rate and any Late Charges; (2) agree to cure all then-uncured Nonmonetary Defaults (other than Personal Defaults of the predecessor Tenant) within a reasonable period after the New Lease Delivery Date with reasonable diligence; (3) provide evidence, reasonably satisfactory to Landlord, that such New Tenant is a New Tenant permitted under this Section 22.K.3; and (4) pay to Landlord all sums expended by Landlord, or that Landlord may be liable for, with respect to any Subleases not terminated under Section 22.K.3(d). The following additional provisions shall apply to any New Lease:

(i) Any New Lease shall be prior to any lien, encumbrance, or mortgage on the Fee Estate voluntarily created by Landlord after the date on which the Leasehold Mortgage of the Leasehold Mortgagee that is (or designated) the New Tenant was first granted other than at the request, or with the consent, of Tenant.

(ii) Between the termination date and the New Lease Delivery Date (or the expiration of the New Lease Option Period, if no Leasehold Mortgagee requests a New Lease): (1) the parties agree that Landlord will not terminate any Sublease (except if a termination as the result of Section 20 occurs or the Lease term would have expired by virtue of the Expiration Date), (2) no sublease will be a direct lease with Landlord; or (3) enter into any new leases of the Premises or any portion thereof, except with Leasehold Mortgagee’s written consent (which shall not be unreasonably withheld). Nothing contained herein will preclude Landlord from termination of any such subleases on account of a default thereunder or preclude termination of any sublease in accordance with its terms. Landlord will not be required to pay or perform any obligations under any such subleases and will not be liable to any Person in the event any sublease is terminated by the applicable subtenant or such subtenant claims constructive eviction and shall not be required to assign any such Subleases (or direct leases) to any Person. Landlord will not have any liability under such subleases. Unless a security or other deposit provided under or with respect to a sublease (or such direct lease) is actually delivered to Landlord, Landlord will not have any obligation to return or deliver any such deposit to the New Tenant, the subtenant or any other Person.

(iii) If a Leasehold Mortgagee requires Landlord to enter into a New Lease, then such Leasehold Mortgagee shall pay all reasonable expenses, including transfer, documentary, stamp, recording or similar taxes and legal costs incurred by Landlord in connection with any Event of Default and termination of this Lease, recovery of possession of the Premises, and preparation, execution, and delivery of the New Lease and any memorandum of the New Lease requested by New Tenant.

(iv) All rights of any Leasehold Mortgagee, and obligations of Landlord, regarding a New Lease shall survive the termination of this Lease for the duration of the New Lease Option Period.

23. TENANT’S DEFAULT.

Each of the following events shall be deemed to be an “Event of Default” under this Lease: (i) failure to pay Rent or any other monetary obligation as and when due, and such failure continues for (a) three (3) days after Tenant’s receipt of Landlord’s written notice thereof with respect to Base Rent, and (b) ten (10) days after Tenant’s receipt of Landlord’s written notice thereof with respect to any other monetary obligation; (ii) reserved; (iii) Guarantor or Tenant makes an assignment for the benefit of creditors, or institutes a proceeding under state or federal bankruptcy laws (or successor laws) or Guarantor or Tenant shall be adjudged bankrupt or insolvent in proceedings filed against Guarantor or Tenant; (iv) a writ of attachment or execution is levied on this Lease, or a receiver is appointed with authority to take possession of the Premises, which attachment, execution or receiver is not removed within ninety (90) days of filing or appointment of a receiver; (v) Guarantor or Tenant shall be liquidated or dissolved; (vi) Tenant shall violate Sections 14.G or 22 hereof; (vii) the estate or interest of Tenant in the Premises or any part thereof shall be levied upon or attached in any proceeding relating to more than Five Hundred Thousand and No/100 Dollars ($500,000.00), and the same shall not be vacated, discharged or stayed pending appeal (or bonded or otherwise similarly secured payment) within the earlier of sixty (60) days after commencement thereof or ninety (90) days after receipt by Tenant of notice thereof from Landlord or any earlier period provided by Law for obtaining any stay pending appeal or to prevent foreclosure or sale; (viii) Tenant fails to maintain any insurance required by this Lease for the earlier to occur of five (5) days after (i) Tenant’s receipt of Landlord’s written notice or (ii) the date Tenant becomes aware of its failure to maintain such insurance (provided, such cure shall also include insurance coverage for any period where insurance required by this Lease was not in effect); (ix) failure by Tenant to perform any other covenant, agreement or undertaking of the Tenant contained in this Lease if the failure to perform is not cured within thirty (30) days after Tenant’s receipt of Landlord’s written notice thereof; provided, however, if the breach cannot reasonably be cured within thirty (30) days, the same shall not result in an Event of Default if Tenant commences to cure the breach within thirty (30) days of receipt of Landlord’s written notice and diligently and in good faith continues to prosecute the cure of said breach to completion, provided such breach is cured within one hundred twenty (120) days after Tenant’s receipt of Landlord’s written notice thereof; and (x) an event of default beyond all applicable notice and cure periods by Guarantor under the Guaranty, specifically including Guarantor’s failure to deliver the financial statements required to be delivered by Guarantor to Landlord or a breach by Guarantor of Section 2(D) of the Guaranty.

24. REMEDIES OF LANDLORD.

25. RESERVED.

26. ESTOPPEL CERTIFICATE.

27. HAZARDOUS MATERIALS.

Notwithstanding anything contained herein to the contrary:

28. PRESS RELEASES.

Except for any announcement intended solely for internal distribution by Landlord or Tenant or any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of the disclosing party, all media releases or public announcements (including, but not limited to, promotional or marketing material) by Landlord or Tenant or either party’s employees or agents relating to this Lease or its subject matter, or including the name, trade name, trade mark, or symbol of Tenant or an Affiliate of Tenant, or Landlord or an Affiliate of Landlord, shall be coordinated with and approved in writing by the other party prior to the release thereof; provided, that nothing herein is intended to require Tenant’s consent to the identification of Tenant or the particulars of this Lease in connection with any marketing of the Property or any portion thereof by Landlord.

29. HOLDING OVER.

Except as set forth below, if Tenant continues to occupy the Premises or any portion thereof after the expiration or other termination of this Lease or the termination of Tenant’s right of possession with respect to the Premises, such occupancy shall be that of a tenancy at sufferance. Tenant shall, throughout the entire holdover period, be subject to all the terms and provisions of this Lease (other than provisions relating to length of the Term) and shall pay for its use and occupancy an amount (on a per month basis without reduction for any partial months during any such holdover) equal to (i) one hundred percent (100%) of the additional Rent due under this Lease for the holdover period, and (ii) one hundred fifty percent (150%) of the monthly Base Rent due in the month immediately prior to the expiration or earlier termination of the Term. Except as set forth below, no holding over by Tenant or payments of money by Tenant to Landlord after the expiration of the Term shall be construed to extend the Term or prevent Landlord from recovery of immediate possession of the Premises by summary proceedings or otherwise. In the event that Tenant continues to occupy the Premises or any portion thereof after the expiration or termination of this Lease, such occupancy shall be that of a tenancy at sufferance and Tenant shall be liable to Landlord for all direct and consequential damages which Landlord may suffer by reason of any holding over by Tenant.

30. FINANCIAL COVENANTS.

31. QUIET ENJOYMENT.

So long as Tenant is not in default under this Lease, Landlord shall not take any action to disturb in any material respect Tenant’s quiet enjoyment of the Premises (subject, however, to the exceptions, reservations and conditions of this Lease). Except to the extent expressly set forth in this Section 31, Tenant hereby waives any right or defense it may have at law or in equity relating to Tenant’s quiet enjoyment of the premises.

32. NOTICES.

Any notice, demand, request, or other communication that any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage prepaid, return receipt requested), three (3) business days after mailing; (c) if by Federal Express or other nationally recognized overnight courier service, on the next business day after delivered to such courier service for delivery on the next business day; or (d) if by facsimile or e-mail transmission, on the day of transmission so long as a copy is sent on the same day (or prior thereto) by Federal Express or other nationally recognized overnight courier service for delivery on the next business day, to the addresses set forth in Section 2 hereof, or at such other address as the party to be served with notice has furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice. Attorneys for either party hereto may provide notice of behalf of such party, provided that all other requirements of this Section 32 are satisfied.

33. PERSONAL LIABILITY.

Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Landlord and Tenant that (i) there shall be absolutely no personal liability on the part of the direct and indirect members, partners, shareholders, officers, directors, employees and agents of either Landlord or Tenant or their successors or assigns, to the other party with respect to any of the terms, covenants and conditions of this Lease, (ii) each of Landlord and Tenant waives against the other party all claims, demands and causes of action against the direct and indirect members, partners, shareholders, officers, directors, employees and agents of Landlord and its successors or assigns in the event of any breach of any of the terms, covenants and conditions of this Lease to be performed by the other party, and (iii) Tenant shall look solely to Landlord’s interest in the Property for the satisfaction of each and every remedy of Tenant in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease to be performed by Landlord, or any other matter in connection with this Lease or the Premises, such exculpation of liability to be absolute and without any exception whatsoever. Notwithstanding anything to the contrary provided in this Lease, nothing in this Section 33 or otherwise in the Lease shall limit the obligations of Guarantor under the Guaranty. No breach by Landlord of any provision of this Lease shall give rise to a right of Tenant to terminate this Lease, it being understood and agreed that Tenant’s sole remedy for any such breach shall be a claim for actual damages (if any). Furthermore, each of Landlord and Tenant hereby knowingly, voluntarily and intentionally waives any right it may have to seek punitive, consequential, special and indirect damages from the other party and any of such other party’s direct and indirect members, partners, shareholders, officers, directors, employees and agents of Landlord and its successors or assigns with respect to any matter arising out of or in connection with this Lease or any document contemplated herein or related hereto. The waiver by Landlord and Tenant of any right it may have to seek punitive, consequential, special and indirect damages has been negotiated by the parties hereto and is an essential aspect of their bargain.

34. ENTIRE AGREEMENT.

This Lease represents the entire agreement and understanding between Landlord and Tenant with respect to the subject matter herein, and there are no representations, understandings, stipulations, agreements or promises not incorporated in writing herein.

35. AMENDMENTS.

No amendments or modifications of this Lease shall be effective unless such amendment or modification is in writing and executed and delivered by and between Tenant and Landlord, nor shall any custom, practice or course of dealing between the parties be construed to waive the right to require specific performance by the other party in compliance with this Lease.

36. LEGAL INTERPRETATION.

Each of Landlord and Tenant hereby agree that the State of Ohio has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects (including, without limiting the foregoing, matters of construction, validity and performance), this Lease and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Ohio applicable to contracts made and performed therein and all applicable law of the United States of America; except that, at all times, the provisions for the creation of the leasehold estate created by this Lease, enforcement of Landlord’s rights and remedies with respect to right of re-entry and repossession, surrender, delivery, ejectment, dispossession, eviction or other in-rem proceeding or action regarding the Premises pursuant to Section 24 hereunder shall be governed by and construed according to the Laws of the State in which the Premises is located, it being understood that, to the fullest extent permitted by law of such State where the Premises is located, the law of the State of Ohio shall govern the validity and enforceability of this Lease, and the obligations arising hereunder. To the fullest extent permitted by law, Tenant and Landlord hereby unconditionally and irrevocably waive any claim to assert that the law of any other jurisdiction governs this Lease. Words of any gender shall be construed to include any other gender, and words in the singular number shall be construed to include the plural, unless the context otherwise requires. The headings of the sections have been inserted for convenience only and are not to be considered in any way in the construction or interpretation of this Lease. Except as otherwise herein expressly provided, the terms of this Lease shall apply to, inure to the benefit of, and be binding upon, the parties and their respective assigns, successors and legal representatives. Any legal suit, action or proceeding against Tenant arising out of or relating to this Lease may be instituted in any federal court in the Northern District of Ohio or state court sitting in Stark County, State of Ohio, and Landlord and Tenant each waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in such federal district or county and state, and Landlord and Tenant each hereby expressly and irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. In this Lease, the words “include”, “includes” or “including” mean “include without limitation”, “includes without limitation” and “including without limitation”, respectively, and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.

37. INTENTIONALLY OMITTED.

38. AUTHORITY TO ENTER INTO LEASE.

Each of Tenant and Landlord represents and warrants (a) that the individual executing this Lease on its behalf is duly authorized to execute and deliver this Lease on behalf of the corporation, limited liability company or partnership, as the case may be, and (b) that this Lease is binding on the corporation, limited liability company and the partnership in accordance with its terms.

39. PARTIES BOUND.

The preparation and submission of a draft of this Lease by either party to the other party shall not constitute an offer, nor shall either party be bound to any terms of this Lease or the entirety of this Lease, until both parties have fully executed a final document. Until such time as described in the previous sentence, either party is free to terminate negotiations without penalty or any further obligation to the other party.

40. COUNTERPARTS; ELECTRONIC SIGNATURES.

This Lease may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party. Signatures to this Lease, any amendment hereof and any notice given hereunder, delivered electronically via .pdf, .jpeg, .TIF, .TIFF or similar electronic format shall be deemed an original signature and fully effective as such for all purposes. Each party agrees to deliver promptly an executed original of this Lease (and any amendment hereto) with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Lease (or any amendment hereto), it being expressly agreed that each party to this Lease shall be bound by its own electronically transmitted signature and shall accept the electronically transmitted signature of the other party to this Lease.

41. SEVERABILITY.

If any term or other provision of this Lease is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all of the other conditions and provisions of this Lease will nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Lease so as to reflect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

42. WAIVER OF JURY TRIAL; CONSEQUENTIAL DAMAGES.

LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

43. MEMORANDUM OF LEASE. This Lease shall not be recorded, either independently or as an exhibit, schedule, annex, or addendum to any other document. However, at Tenant’s or Landlord’s election, a Memorandum of Lease in the form annexed hereto as Exhibit E, shall be executed, acknowledged and delivered for recording in the county in which the Premises is located by both parties with the costs of recording the Memorandum of Lease to be borne by Tenant. Tenant shall execute, acknowledge and deliver to Landlord a release of the Memorandum of Lease in recordable form within five (5) days following the expiration or earlier termination of this Lease in accordance with its terms. If Tenant fails to so execute, acknowledge and deliver the release within such five (5) day period, Landlord shall hereby be deemed to be Tenant’s attorney-in-fact for the sole purpose of executing and recording the release on behalf of Tenant. Tenant shall pay any and all recording and other costs, fees and taxes in connection with the execution and recordation of the Memorandum of Lease.

44. BROKERS. Tenant warrants that it has had no dealings with any broker or agent in connection with this Lease, the commission for which shall be paid by Tenant. Tenant covenants and agrees to pay, hold harmless and indemnify Landlord and Landlord Mortgagee for any compensation, commissions and charges claimed by any other broker or agent with respect to this Lease, based on Tenant’s actions. Landlord covenants and agrees to pay, hold harmless and indemnify Tenant for any compensation, commissions and charges claimed by any broker or agent with respect to this Lease, based on Landlord’s actions.

45. GUARANTY. Simultaneously with the execution of this Lease, Tenant shall deliver to Landlord a fully executed copy of the Unconditional Guaranty of Payment and Performance attached hereto as Exhibit G (the “Guaranty”) executed by the Guarantor named in Section 2 hereof.

46. REIT PROTECTION. The parties hereto intend that Rent and other amounts paid by Tenant hereunder will qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistent with this intent.

47. OHIO GOVERNMENTAL FINANCING PROGRAMS. Notwithstanding anything to the contrary in this Lease, Tenant may enter into or permit any future Encumbrances on the Property related to governmental related financing programs including Ohio PACE related financing, Tax Increment Financing (TIF), Resort and Tourism Development District Tax related financing (TDD), payments in lieu of taxes arrangements, and Transformational Mixed-Use Development (TMUD) related financing (collectively, the “Ohio Government Financing Programs”) without Landlord’s prior written consent, so long as (1) the total principal amount of any Ohio PACE related financing (or any other Ohio Government Financing Programs other than TIF financing that would result in an Encumbrance on Landlord’s fee estate in the Property) does not exceed $40,000,000.00 in the aggregate for all such arrangements, (2) as a condition to the funding of amounts under Ohio PACE related financing or Tax Increment Financing (TIF) related financing (or similar financing that would result in an Encumbrance on Landlord’s fee estate in the Property), Tenant shall be required to have funded Tenant’s portion of the applicable improvements, (3) with respect to any Tax Increment Financing (TIF), the Minimum Service Payments described in the TIF Declaration are not increased or expanded as a result of such financing, and (4) all documentation relating to Ohio Government Financing Programs, including, without limitation, the TIF Cooperative Agreement contemplated by the TIF Declaration, shall subject to Landlord’s prior written approval (such approval not to be unreasonably withheld). Any Encumbrances resulting from an Ohio Government Financing Program permitted under this Section 47 shall be a “Permitted Encumbrance” under this Lease.

[Signatures on following page]

IT WITNESS WHEREOF, the undersigned have executed this Lease Agreement effective as of the date first written above.

State of Illinois0

County of Cooke)

I, the undersigned authority, a Notary Public in and for said County in said State, hereby certify that Michael Reiter, whose name as Authorized Officer of HFAKOH00I LLC, a Delaware limited liability company, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he, as such Authorized Officer and with full authority, executed the same voluntarily for and as the act of said limited liability company, acting in its capacity as Authorized Officer of said limited liability company as aforesaid.

Given under my hand and official seal, this 7th day of November, 2022.

AFFIX SEAL

HEATHER PATRICIA BEA

Officfal Seal

Notary Publfc • State of lll!riols

My Commission Expires Feb 10, 2024

EXHIBIT A

TO

LEASE AGREEMENT

EXHIBIT B

TO

LEASE AGREEMENT

PREMISES

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

EXHIBIT C

TO

LEASE AGREEMENT

RESERVED

EXHIBIT D

TO

LEASE AGREEMENT

FORM ESTOPPEL CERTIFICATE
ESTOPPEL CERTIFICATE

This ESTOPPEL CERTIFICATE (this “Estoppel”) is made as of ______________, by HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company (“Tenant”), based upon the following facts and understandings of Tenant:

RECITALS

THEREFORE, [as a material inducement to Lender to make the Loan and Purchaser to purchase the Property], Tenant warrants and represents to, and agrees with, Landlord, [Lender] and [Purchaser] as follows:

1. ESTOPPEL.

Tenant and Guarantor each warrant and represent to Landlord, [Lender] and [Purchaser], as of the date hereof, that:

.

2. HEIRS, SUCCESSORS AND ASSIGNS. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto. Whenever necessary or appropriate to give logical meaning to a provision of this Estoppel, the term “Landlord” shall be deemed to mean the then current owner of the Property and the landlord’s interest in the Lease.

[Signature Page to Follow]

IN WITNESS WHEREOF, Tenant has executed this instrument as of the date first listed above.

EXHIBIT A-1

TO ESTOPPEL CERTIFICATE

LEASE AND AMENDMENTS (IF ANY)

[Attached]

EXHIBIT A-2

TO ESTOPPEL CERTIFICATE

GUARANTY AND AMENDMENTS (IF ANY)

[Attached]

EXHIBIT B

TO ESTOPPEL CERTIFICATE

SUBLEASES (IF ANY)

[Attached]

EXHIBIT E

TO

LEASE AGREEMENT

FORM OF MEMORANDUM OF LEASE

THIS INSTRUMENT PREPARED BY,
AND RECORD AND RETURN TO:

Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

ATTN: David A. Rosenberg, P.C.

Exhibit 10.3

LIMITED RECOURSE CARVEOUT GUARANTY

THIS LIMITED RECOURSE CARVEOUT GUARANTY (this “Guaranty”) is made as of November 7, 2022 by HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“Guarantor”), to HFAKOH001 LLC, a Delaware limited liability company (“Landlord”).

RECITALS

A. Concurrently with the delivery of this Guaranty, (i) Landlord has purchased from HOF Village Waterpark, LLC, a Delaware limited liability company (“Tenant”, and collectively with Guarantor and any affiliate of the same, “Tenant Parties”), certain real property located in Canton, Ohio, with an APN of 10014331, pursuant to that certain Agreement of Purchase and Sale (“Purchase Agreement”) by and between Tenant, as seller, and Landlord, as buyer, and (ii) Landlord and Tenant have entered into that certain Lease Agreement dated as of the date hereof (the “Lease”), for the Premises (as defined in the Lease).

B. Tenant is an affiliate of Guarantor and Guarantor will derive substantial economic benefit from the execution and delivery of the Lease.

C. Guarantor acknowledges that Landlord would not enter into the Lease unless this Guaranty accompanied the execution and delivery of the Lease.

D. Guarantor hereby acknowledges receipt of a copy of the Lease.

NOW, THEREFORE, in consideration of the execution and delivery of the Lease and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor covenants and agrees as follows:

1. DEFINITIONS. Defined terms used in this Guaranty and not otherwise defined herein have the meanings assigned to them in the Lease.

2. COVENANTS OF GUARANTOR.

(i) payment of losses, costs, liabilities, expenses, claims, actions, damages, and fines, including reasonable attorneys’ fees, sustained by Landlord as a result of (a) fraud, intentional misrepresentation, or intentional failure to disclose a material fact concerning the Property or Tenant by Tenant or any of its Affiliates; (b) the gross negligence, willful misconduct, or illegal acts of Tenant or its Affiliates with respect to the Property or the Lease; (c) the breach of any representation, warranty, covenant or indemnification provision in the Purchase Agreement concerning environmental laws or hazardous substances, or any indemnification of Landlord and other applicable indemnified parties with respect thereto, in any of the Purchase Agreement or the Lease; (d) intentional physical waste of the Property by any Tenant Party or any Person at the direction of any of the foregoing; (e) the removal or disposal of any portion of the Property during the existence of an Event of Default; (f) failure to pay charges for labor or materials or other charges that create a Lien on any portion of the Property; (g) Tenant’s failure to obtain and maintain the fully paid for insurance policies in accordance with the Lease; (h) Tenant’s failure to pay all Taxes prior to the same becoming delinquent; (i) Tenant filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (j) the filing of an involuntary petition against Tenant under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by a Tenant Party or any other Person at the direction of any of the foregoing, or by any other Person with respect to which any Tenant Party colludes with or otherwise assists;

(ii) except to the extent of Landlord’s proportionate share of costs attributable to the Property relating to ongoing operation and maintenance of infrastructure and improvements in existence as of the date hereof that serve the Property, payment of losses, costs, liabilities, expenses, claims, actions, damages, and fines, including reasonable attorneys’ fees, sustained by Landlord as a result of a claim by any party that Landlord, during the entire Term of the Lease (notwithstanding any earlier termination thereof) owes any payment, assessment, liability, or other obligation under the following agreements in connection with the development of the larger entertainment related complex known as the Hall of Fame Village: (a) Reciprocal Easement and Restrictive Covenant Agreement for the HOF Village Complex dated as of February 26, 2016, and recorded in Instrument No. 201603110009295 of the Stark County Official Records, as amended by that First Amendment to Reciprocal Easement and Restrictive Covenant Agreement dated as of July 19, 2022, and recorded in Instrument No. 202207200030836 of the Stark County Official Records, (b) Operations and Use Agreement dated as of February 26, 2016, (c) Omnibus First Amendment Agreement dated as of August 22, 2017, and recorded as Instrument No. 201708240035505 of the Stark County Official Records, (d) Omnibus Amendment Agreement dated as of December 1, 2018, and recorded as Instrument No. 201901100001002 of the Stark County Official Records, (e) Third Omnibus Amendment Agreement, Affecting Operating Agreement, Lease, Subleases, Reciprocal Easements and Restrictions Covenant Agreements, Guaranties and other Instruments and Agreements dated as of August 12, 2022, and recorded as Instrument No. 202208190035449 of the Stark County Official Records, (f) Cooperative Agreement dated as of September 3, 2015, as supplemented by that certain First Supplemental Cooperative Agreement dated as of November 3, 2015, (g) Construction Agency Agreement dated as of September 3, 2015, as amended and restated by that certain Amended and Restated Construction Agency Agreement dated as of February 26, 2016, as supplemented by that certain First Supplement to Amended and Restated Construction Agency Agreement dated as of January 26, 2017, (h) Development Agreement dated as of December 20, 2017, and recorded in Instrument No. 201806270025180 of the Stark County Official Records, (i) Operations and Maintenance Agreement dated as of December 20, 2017, and recorded in Instrument No. 201806270025180 of the Stark County Official Records, (j) Letter of Representations dated as of March 20, 2018, (k) License Agreement dated as of June 24, 2019, (l) Payment, Estoppel and Lease Modification Agreement dated as of December 1, 2020, (m) Acknowledgment and Declaration Relating to Service Payments in Lieu of Taxes and Related Matters (as to Tom Benson Stadium) dated as of June 27, 2018, and recorded as Instrument No. 201806270025181 of the Stark County Official Records, (n) Acknowledgment and Declaration Relating to Service Payments in Lieu of Taxes and Related Matters (as to Youth Fields/Scott Field) dated as of June 27, 2018, and recorded as Instrument No. 201806270025182 of the Stark County Official Records, (o) Acknowledgment and Declaration Relating to Service Payments in Lieu of Taxes and Related Matters dated as of April 1, 2022, by HOF Center for Excellence LLC, recorded as Instrument No. 202205090020213 of the Stark County Official Records, (p) Acknowledgment and Declaration Relating to Service Payments in Lieu of Taxes and Related Matters dated as of April 1, 2022, by HOF Center for Performance LLC, recorded as Instrument No. 202204140016471 of the Stark County Official Records, (q) Acknowledgment and Declaration Relating to Service Payments in Lieu of Taxes and Related Matters dated as of April 1, 2022, by HOF Retail I LLC, recorded as Instrument No. 202204180016907 of the Stark County Official Records, (r) Acknowledgment and Declaration Relating to Service Payments in Lieu of Taxes and Related Matters dated as of April 1, 2022, by HOF Retail II LLC, recorded as Instrument No. 202204180016906 of the Stark County Official Records, (s) Compensation Agreement dated as of December 31, 2015, as supplemented by that First Supplement to Compensation Agreement dated as of October 20, 2017, as further supplemented by that Second Supplement to Compensation Agreement dated as of August 31, 2021, and/or (t) any other agreement or instrument governing the construction, development, maintenance, or payment of amounts in connection with the development of the larger entertainment related complex known as the Hall of Fame Village (it being understood and agreed that Guarantor shall indemnify, defend, protect, and hold harmless Landlord for the same);

(iii) all liabilities and obligations of Guarantor under this Agreement; and

(iv) 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 Landlord in any way in connection with the foregoing (collectively, such items in clauses (i) through (iv) being the “Obligations”).

3. GUARANTOR’S OBLIGATIONS UNCONDITIONAL.

4. WAIVERS OF GUARANTOR.

5. SUBORDINATION AND SUBROGATION. Guarantor shall not be subrogated, and hereby subordinates and postpones any claim or right against Tenant by way of subrogation or otherwise, to any of the rights of Landlord under the Lease or otherwise, or in the Premises (or any portion thereof), which may arise by any of the provisions of this Guaranty or by reason of the performance by Guarantor of any of its Obligations hereunder. Guarantor shall look solely to Tenant for any recoupment of any payments made or costs or expenses incurred by Guarantor pursuant to this Guaranty. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and performed in full, Guarantor shall immediately deliver the payment to Landlord for credit against the then outstanding balance of the Obligations, whether matured or unmatured.

6. REPRESENTATIONS AND WARRANTIES OF GUARANTOR. Guarantor represents and warrants that:

7. FINANCIAL STATEMENTS. Within ninety (90) days after the end of each calendar quarter, Guarantor shall deliver to Landlord (i) complete financial statements of the Guarantor and (ii) a Financial Covenants Certification, and, within ninety (90) days after the end of each calendar year, Guarantor shall deliver to Landlord complete audited financial statements, in each case including a balance sheet, profit and loss statement, top-line gross receipts report for the Premises showing unit-level EBITDAR, statement of changes in financial condition, income statement with respect to the Premises, annual EBITDA projections for the then-current fiscal year of Tenant and all other related schedules for the fiscal period then ended. As used herein, “Financial Covenants Certification” shall mean a statement of Guarantor, if Guarantor is a natural person, or by an authorized officer of Guarantor (or its general partner), if Guarantor is an entity, or by the trustee if Guarantor is a trust, in form and substance reasonably acceptable to Landlord, certifying the Net Worth of Guarantor as of the end of the prior calendar quarter or year, as applicable.

8. NOTICES. Any consents, notices, demands, requests, approvals or other communications given under this Guaranty shall be in writing and shall be given as provided in the Lease, as follows or to such other addresses as either Landlord or Guarantor (as applicable) may designate by notice given to the other in accordance with the provisions of this Section 8:

9. CONSENT TO JURISDICTION. Guarantor hereby (a) consents and submits to the jurisdiction of the courts of the State of Ohio and the federal courts sitting in the State of Ohio with respect to any dispute arising, directly or indirectly, out of this Guaranty, (b) waives any objections which the undersigned may have to the laying of venue in any such suit, action or proceeding in either such court, (c) agrees to join Landlord in any petition for removal to either such court, and (d) irrevocably designates and appoints Tenant as its authorized agent to accept and acknowledge on its behalf service of process with respect to any disputes arising, directly or indirectly, out of this Guaranty. The undersigned hereby acknowledges and agrees that Landlord may obtain personal jurisdiction and perfect service of process through Tenant as the undersigned agent, or by any other means now or hereafter permitted by Applicable Law.

10. ESTOPPEL CERTIFICATE. Guarantor shall, from time to time within ten (10) days after receipt of Landlord’s request, execute, acknowledge and deliver to Landlord an estoppel certificate in the form attached to the Lease as Exhibit D. Such certificate may be relied upon by Landlord and any prospective purchaser, landlord or lender of all or a portion of the Premises (or any portion thereof).

11. MISCELLANEOUS.

SIGNATURE PAGE TO FOLLOW

IN WITNESS WHEREOF, the undersigned has executed this Limited Recourse Carveout Guaranty effective as of the date first written above.

10

Exhibit 10.4

PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of November 7, 2022, 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 Landlord (collectively, with its successors and assigns, “Landlord”).

RECITALS

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

WHEREAS, Tenant is wholly-owned by Pledgor;

WHEREAS, upon such acquisition, Landlord is entering into that certain Lease Agreement dated as of the date hereof, between Landlord, as landlord, and Tenant, as tenant (the “Lease”);

WHEREAS, in connection with the Lease, Pledgor is delivering to Landlord that certain Limited Recourse Carveout Guaranty dated as of the date hereof (the “Guaranty”); and

WHEREAS, it is a condition precedent to the obligation of Landlord to enter into the transactions described above, that Pledgor shall have executed and delivered this Agreement to Landlord.

NOW, THEREFORE, in consideration of the premises and to induce Landlord to enter into the transactions described above, and for good and valuable other consideration, the receipt and sufficiency of which is acknowledged and agreed, Pledgor hereby agrees with Landlord 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 and all other instruments, agreements, and other documents entered into in connection herewith and therewith (including, without limitation, any mortgage later delivered to Landlord pursuant to that certain Post-Closing Matters Agreement by and between Landlord, Tenant, and Pledgor, dated as of the date hereof).

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

“Landlord” 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.

“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.

“Pledged Entity” means HOF Village Stadium, LLC, a Delaware limited liability company, which is wholly-owned by Pledgor.

“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 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 Landlord, 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:

(a) all Pledged Company Interests;