Hall of Fame Resort & Entertainment Co (Form: 8-K, Received: 07/01/2024 17:00:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 25, 2024

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware		001-38363		84-3235695
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2014 Champions Gateway

Canton, OH 44708

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (330) 458-9176

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	HOFV	Nasdaq Capital Market
Warrants to purchase 0.064578 shares of Common Stock	HOFVW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to $5,000,000 Unsecured Loan from Stark Community Foundation, Inc.

On June 25, 2024, Hall of Fame Resort & Entertainment Company (the “Company”), a Delaware corporation, as borrower, entered into a First Amendment to Business Loan Agreement (“Infrastructure First Amendment”) and an Amended and Restated Promissory Note (“A&R Infrastructure Note”) with Stark Community Foundation, Inc., an Ohio not-for-profit corporation (“Infrastructure Lender”), as lender.

Pursuant to the Infrastructure First Amendment, which modifies the original business loan agreement dated June 16, 2022, the parties agreed: (i) to extend the original maturity date from May 31, 2029 to June 30, 2044; (ii) the principal balance is increased from $5,000,000 to $5,451,666.67, reflecting the addition of accrued and unpaid interest; and (iii) pursuant to the A&R Infrastructure Note, the Company agreed to repay as follows: (a) commencing on June 25, 2024, and continuing for approximately two and one-half years, until December 31, 2026, the outstanding principal balance will bear interest at six percent (6%) per annum, which interest rate is unchanged from the original note, and the Company will not make interest or principal payments, and (b) commencing on December 31, 2026 and continuing annually on December 31 of each year thereafter, the Company will make annual principal and interest payments until the maturity date, June 30, 2044, when all other amounts due and owing to Infrastructure Lender are due.

The foregoing description of the Infrastructure First Amendment and A&R Infrastructure Note does not purport to be complete and is qualified in its entirety by the full text of the Infrastructure First Amendment which is attached hereto as Exhibit 10.1 and the A&R Infrastructure Note which is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K.

Amendment to $3,000,000 Secured Loan from NewMarket Project, Inc.

On June 25, 2024, HOF Village Hotel II, LLC (the “HOFV Hotel II”), a Delaware limited liability company wholly-owned indirectly by the Company, as borrower, entered into a Second Amendment to Business Loan Agreement (“Hotel Second Amendment”) and an Amended and Restated Promissory Note (“A&R Hotel Note”) with NewMarket Project, Inc. (“Hotel Lender”), as lender.

Pursuant to the Hotel Second Amendment, which modifies the original business loan agreement dated December 30, 2019, the parties agreed: (i) to extend the original maturity date from December 30, 2024 to June 30, 2044; (ii) the principal balance is increased from $3,000,000 to $3,180,654.14, reflecting the addition of accrued and unpaid interest; and (iii) pursuant to the A&R Hotel Note, HOFV Hotel II will repay as follows: (a) commencing on June 25, 2024, and continuing for approximately two and one-half years, until December 31, 2026, the outstanding principal balance will bear interest at six percent (6%) per annum, and HOFV Hotel II will not make interest or principal payments, and (b) commencing on December 31, 2026 and continuing annually on December 31 of each year thereafter, HOFV Hotel II will make annual principal and interest payments until the maturity date, June 30, 2044, when all other amounts due and owing to Hotel Lender are due.

The foregoing description of the Hotel Second Amendment and A&R Hotel Note does not purport to be complete and is qualified in its entirety by the full text of the Hotel Second Amendment which is attached hereto as Exhibit 10.3 and the A&R Hotel Note which is attached hereto as Exhibit 10.4 to this Current Report on Form 8-K.

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 8.01 Other Events.

On June 28, 2024, the Company issued a press release announcing that Hall of Fame Village has been awarded an approximately $9.8 million grant from the State of Ohio’s One Time Strategic Community Investment Fund. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
10.1		First Amendment to Business Loan Agreement, dated June 25, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and Stark Community Foundation, Inc., as lender
10.2		Amended and Restated Promissory Note, dated June 25, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and Stark Community Foundation, Inc., as lender
10.3		Second Amendment to Business Loan Agreement, dated June 25, 2024, between HOF Village Hotel II, LLC, as borrower, and NewMarket Project, Inc., as lender
10.4		Amended and Restated Promissory Note, dated June 25, 2024, between HOF Village Hotel II, LLC, as borrower, and NewMarket Project, Inc., as lender
99.1		Press Release dated June 28, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY

	By:	/s/ Michael Crawford
		Name:	Michael Crawford
		Title:	President and Chief Executive Officer

Dated: July 1, 2024

Exhibit 10.1

FIRST AMENDMENT TO

BUSINESS LOAN AGREEMENT

Borrower:	HALL OF FAME RESORT & ENTERTAINMENT	Lender:	STARK COMMUNITY FOUNDATION, INC.
	COMPANY		400 Market Avenue N, Suite 200
	2014 Champions Gateway, Suite 100		Canton, Ohio 44702
	Canton, OH 44708

Effective Date of Business Loan Agreement: June 16, 2022

Effective Date of First Amendment to Business Loan Agreement: June 25, 2024

THIS FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT, dated as of June 25, 2024 (sometimes herein referred to as the “First Amendment”), is made and executed between HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“Borrower”), and the STARK COMMUNITY FOUNDATION, INC., an Ohio not for profit corporation (“Lender”) in order to amend and partially restate the Business Loan Agreement, dated June 16, 2022 (referred to as the “Business Loan Agreement” and, together with this Amendment, as the same may be further amended or supplemented, the “Loan Agreement”).

RECITALS:

WHEREAS, Lender made a $5,000,000.00 term loan to Borrower (“Original Term Loan”) which is evidenced by the Business Loan Agreement as well as that certain Promissory Note dated as of June 16, 2022 (“Original Term Loan Note”) and other Loan Documents; and

WHEREAS, Borrower has requested certain amendments to the terms of the Original Term Loan, including but not limited to, an extension of the term thereof and certain revisions to the payment obligations relating to interest thereon; and

WHEREAS, Lender has agreed to amend the terms of the Original Term Loan to the extent set forth herein and Borrower has agreed to the terms and conditions set forth herein and in that certain Amended and Restated Promissory Note (“Amended and Restated Note” and together with this First Amendment “Loan Documents”) setting forth the revised terms of the Original Term Loan Note executed by Borrower in favor of Lender of even date herewith.

AGREEMENT:

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Borrower agree as follows:

INCORPORATION OF RECITALS. The foregoing recitals shall be deemed incorporated into this First Amendment as if fully rewritten herein.

NO NOVATION. Borrower understands and agrees that: (A) in granting, renewing, or extending any loan, Lender is relying upon the representations, warranties, and agreements as set forth in the Loan Documents, and; (B) the Original Term Loan, as amended, shall be and remain subject to the terms and conditions of this First Amendment. All terms not otherwise defined in this First Amendment will have the meaning set forth in the Business Loan Agreement. In the event of a term being defined herein that conflicts with a term defined in the Business Loan Agreement, the term as defined herein shall control. The parties intend that the terms and conditions set forth in this First Amendment will supersede and replace those terms and conditions set forth in the Business Loan Agreement and the Loan Documents (in each case if and to the extent inconsistent with the terms and conditions set forth in this First Amendment). All provisions in the Business Loan Agreement (including all amendments thereto) not superseded or modified by this First Amendment shall remain in full force and effect.

TERM OF TERM LOAN. In the absence of an Event of Default, the Original Term Loan shall mature and shall be due and payable in full on June 30, 2044, the “Maturity Date”.

REPAYMENT OBLIGATIONS. Commencing June 25, 2024 and continuing until December 31, 2026, interest shall accrue but not be paid by Borrower absent an Event of Default. Commencing December 31, 2026, Borrower shall pay regular annual payments of principal and accrued interest in the amounts set forth on the amortization schedule attached to the Amended and Restated Note with each annual payment to be due on December 31st of each year. Borrower’s final payment is due on June 30, 2044, which payment will be for all principal, accrued and unpaid interest, and all other amounts that may be due and owing to Lender under the Business Loan Agreement, the Amended and Restated Note and this First Amendment.

LOAN FACILITIES. The First Amendment shall apply to a term loan in the principal amount of Five Million Four Hundred Fifty-One Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($5,451,666.67) as evidenced by the Amended and Restated Note of even date herewith, which shall replace and supersede the original Term Loan Note dated June 16, 2022. Borrower agrees that this First Amendment is executed in order to reflect the terms, covenants, conditions, and obligations in connection with the Original Term Loan as set forth in the Amended and Restated Note of even date herewith, together with all renewals of, extensions of, modifications of, refinancings of, replacements of, consolidations of, and substitutions for such notes.

The following provision shall be added as an Event of Default under the section of the Business Loan Agreement entitled “DEFAULT”:

SUBSTANTIAL CHANGE IN OWNERSHIP. In the event of a substantial change in ownership of Borrower, Lender may, at Lender’s option, declare immediately due and payable all sums owed by Borrower to Lender pursuant to the Loan Documents. A “substantial change in ownership” shall be defined as: (a) any change in ownership of more than 50% of the outstanding stock of the Borrower, (b) a new owner of more than 50% of the outstanding stock of Borrower or (c) a merger, consolidation, or other reorganization of Borrower resulting in a change of more than 50% of the outstanding ownership and control of Borrower.

COSTS AND EXPENSES. The Borrower affirms and acknowledges that it shall reimburse Lender for all of Lender’s costs and expenses in connection with the negotiation and documentation of this First Amendment including, without limitation, legal fees and expenses of counsel to Lender in connection with this First Amendment.

TERM OF AMENDMENT. This First Amendment shall be effective as of June 25, 2024, and shall continue in full force and effect until such time as the Amended and Restated Note, of even date herewith, has been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this First Amendment. Unless an Event of Default has occurred prior thereto, all principal, accrued interest, and other amounts due and owing in connection with the Amended and Restated Note are due and payable on June 30, 2044.

CONDITIONS TO LOAN. The consummation of the term loan contemplated by this First Amendment shall be contingent upon: (a) execution of the Amended and Restated Note, this First Amendment and all other documents as Lender may reasonably require, all in form and substance satisfactory to Lender and Lender’s counsel; and (b) documentation, satisfactory to Lender, affirming and certifying the items contained in the Borrower Secretary’s Certificate as previously provided by Borrower.

10.

REPRESENTATIONS AND WARRANTIES. By executing this First Amendment, Borrower hereby reaffirms that (a) (i) all representations, affirmative and negative covenants and warranties set forth in the Business Loan Agreement remain true, accurate, and complete as the date of this First Amendment and will remain true, accurate, and complete as of the date of each advance of loan proceeds, as of the date of any renewal, extension, amendment, or modification of any Loan, and at all times any Indebtedness exists; (ii) except as amended by this First Amendment, all representations, affirmative and negative covenants and warranties set forth in the Business Loan Agreement are ratified and confirmed without condition as if made anew; (iii) all representations, affirmative and negative covenants and warranties set forth in the Business Loan Agreement are incorporated into this First Amendment by reference, and (iv) Borrower has obtained and provided Lender with all consents necessary for executing and delivering this First Amendment and the Amended and Restated Note, (b) no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, exists under any Loan Document which will not be cured by the execution and effectiveness of this First Amendment, (c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and carrying out of this First Amendment or, if required, has been obtained, and (d) this First Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms. The Borrower confirms that the Original Term Loan remains outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this First Amendment.

CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by Lender, to appear in any court of record and to confess judgment against Borrower for the unpaid amount due and owing in connection with the Loan Documents, as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, reasonable attorneys’ fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of the Loan Documents, as may be applicable, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower hereby waives the right to any injunction which would prevent Lender from taking judgment under the Loan Documents by confession, and any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on the Loan Documents have been paid in full. Borrower waives any conflict of interest that an attorney hired by Lender may have in acting on behalf of Borrower in confessing judgment against Borrower while such attorney is retained by Lender. Borrower expressly consents to such attorney acting for Borrower in confessing judgment.

BORROWER ACKNOWLEDGES THAT IS HAS CAREFULLY READ ALL THE PROVISIONS OF THIS FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT IS ENTERED INTO AND DATED AS OF THE EFFECTIVE DATE FIRST ABOVE STATED. EXCEPT AS SUPERSEDED, AMENDED OR OTHERWISE MODIFIED HEREBY, THE TERMS AND PROVISIONS OF THE LOAN DOCUMENTS REMAIN UNCHANGED, ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT UNLESS AND UNTIL MODIFIED OR AMENDED IN WRITING IN ACCORDANCE WITH THEIR TERMS, AND ARE HEREBY RATIFIED AND CONFIRMED. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS FIRST AMENDMENT SHALL NOT CONSTITUTE AN AMENDMENT, WAIVER, CONSENT OR RELEASE WITH RESPECT TO ANY PROVISION OF ANY LOAN DOCUMENT, A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT UNDER ANY LOAN DOCUMENT, OR A WAIVER OR RELEASE OF ANY OF LENDER’S RIGHTS AND REMEDIES (ALL OF WHICH ARE HEREBY RESERVED).

BORROWER EXPRESSLY RATIFIES AND CONFIRMS THE CONFESSION OF JUDGMENT AND WAIVER OF JURY TRIAL OR ARBITRATION PROVISIONS CONTAINED IN THE BUSINESS LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.

[Remainder of Page Intentionally Left Blank]

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

BORROWER:

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

By:	/s/ Michael Crawford
	Michael Crawford, President & Chief Executive Officer

LENDER:

Stark Community Foundation, Inc.

By:	/s/ Mark Samolczyk
	Mark Samolczyk, President & Chief Executive Officer

[Signature Page for First Amendment to Business Loan Agreement]

Exhibit 10.2

AMENDED AND RESTATED

PROMISSORY NOTE

Term Note

Borrower:	HALL OF FAME RESORT &	Lender:	STARK COMMUNITY
	ENTERTAINMENT		FOUNDATION, INC.
	COMPANY		400 Market Ave N, Suite 200
	2014 Champions Gateway		Canton, Ohio 44702
	Suite 100
	Canton, OH 44708

Date of Note: June 25, 2024

Principal Amount: $5,451,666.67

PROMISE TO PAY. FOR VALUE RECEIVED, HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“Borrower”) hereby promises to pay to STARK COMMUNITY FOUNDATION, INC. an Ohio not for profit corporation (“Lender”), or order, in lawful money of the United States of America, the principal amount of Five Million Four Hundred Fifty-One Thousand Six Hundred Sixty-Six and Sixty-Seven Cents ($5,451,666.67) together with interest on the unpaid principal balance until paid in full as provided herein.

PAYMENT. Borrower will pay the entire outstanding principal balance to Lender on June 30, 2044, the “Maturity Date”. Commencing June 25, 2024 and continuing until December 31, 2026, interest shall accrue but not be paid by Borrower absent the occurrence of an Event of Default. Commencing December 31, 2026, Borrower shall pay regular annual payments of principal and accrued interest in the amounts set forth on the attached amortization schedule with each annual payment to be due and paid on December 31^st of each year until Borrower’s final payment becomes due on the Maturity Date, which payment will be for all principal, accrued and unpaid interest, and all other amounts that may be due and owing to Lender under the First Amendment to Business Loan Agreement (“First Amendment to Loan Agreement”), this Amended and Restated Promissory Note (“Amended and Restated Note,” and collectively with the First Amendment to Loan “Loan Documents”). Prior to an Event of Default under Loan Documents, payments shall be applied first to interest, then to principal, then to any fees or other amounts due and owing to Lender in connection with the Indebtedness. After an Event of Default under the Loan Documents, unless required by applicable law, payments shall be applied by Lender in such order as it elects in its sole discretion. The annual interest rate for this Amended and Restated Note is computed on a 365/360 basis; that is, in the case of interest, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Any reference in this Amended and Restated Note to a “per annum” rate shall be based on a year of 360 days. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.

COORDINATION WITH BUSINESS LOAN AGREEMENT. This Amended and Restated Note is issued by Lender under the terms and provisions of the First Amendment to Loan Agreement. Borrower hereby promises to pay the principal and interest at the times and in the manner specified herein and in the First Amendment to Loan Agreement. This Amended and Restated Note may be declared to be, or be and become, due prior to its express maturity, voluntary prepayments may be made hereon, and certain prepayments required to be made hereon, all in the events, on the terms, and with the effects provided in the First Amendment to Loan.

INTEREST RATE. Unpaid principal under this Amended and Restated Note shall accrue interest at rate equal to six percent (6.0%) per annum, in such amounts as set forth on the attached amortization schedule.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due, provided that all accrued interest is paid to the date of such early payment. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing or waiving any of Lender’s rights under this Amended and Restated Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations as full satisfaction of a disputed amount must be mailed or delivered to Lender.

INTEREST AFTER DEFAULT; LATE FEE. Upon the occurrence and during the continuance of an Event of Default, including failure to pay upon final maturity, the interest rate on this Amended and Restated Note shall be increased by adding a five (5.000) percentage point margin (“Default Rate Margin”). However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. If any payment required under this Amended and Restated Note is not paid within ten (10) days after such payment is due, then, at the option of Lender, Borrower shall pay a late charge equal to five percent (5%) of the amount of such payment (the “Late Charge”). The Late Charge may be assessed without notice, and shall be immediately due and payable, and shall be in addition to all other rights and remedies available to Lender. Lender’s acceptance of Borrower’s delinquent installment(s) shall not constitute Lender’s waiver of the right to thereafter require Borrower’s prompt payment of all subsequent installments or Lender’s right to declare an Event of Default as provided herein.

DEFAULT. Each of the following occurrences shall constitute an event of default (“Event of Default”) under this Amended and Restated Note:

Payment Default. Borrower fails to make any payment within ten (10) days when due under this Amended and Restated Note, or the First Amendment to Loan.

Other Defaults. Borrower fails to comply with, or to perform any other term, debt, Indebtedness, obligation, covenant or condition, contained in this Amended and Restated Note, or the First Amendment to Loan, or the occurrence of any of the other Events of Default set forth in this Amended and Restated Note or the First Amendment to Loan, and, in the case of an Event of Default that can be cured, said default continues for a period of thirty (30) days or more after the date of such failure; provided, however, that if such Event of Default is capable of being cured, and curing cannot reasonably be accomplished within said thirty (30) day period, then Borrower shall have an additional sixty (60) day period to cure such Event of Default and no Event of Default shall be deemed to exist hereunder so long as Borrower commences such cure within the initial thirty (30) day period and diligently and in good faith pursues such cure to completion with such resulting ninety (90) day period from the date of the occurrence of such failure.

Default in Favor of Third Parties. Subject to any grace periods or rights to cure, Borrower or a Related Entity, defaults under any loan, debt, indebtedness, extension of credit, security agreement, purchase or sales agreement, or any other agreement of any kind or nature, in favor of any other creditor or Person that may materially adversely affect the assets or property of Borrower or a Related Entity taken as a whole, or Borrower’s ability to repay the Indebtedness, or perform its obligations under the Loan Documents, as determined by Lender.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on its behalf, under this Amended and Restated Note or the First Amendment to Loan is false or misleading in any material respect, either now or at the time made or becomes false at any time thereafter.

Insolvency. The dissolution or termination of Borrower’s existence, the cessation of Borrower’s business for any reason, the insolvency of Borrower or a Related Entity, the appointment of a receiver for any part of Borrower’s or a Related Entity’s businesses or property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or a Related Entity, excepting, however, an involuntary bankruptcy proceeding, for which Borrower or a Related Entity shall have sixty (60) days from the date of filing to discharge.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or a Related Entity, or by any governmental agency against Borrower or a Related Entity, or any assets of Borrower or a Related Entity. This includes a garnishment of any of Borrower’s or a Related Entity’s accounts.

Adverse Change. A material adverse change occurs in Borrower’s or a Related Entity’s financial condition which leads Lender to reasonably believe that the prospect of a Borrower’s payment or performance is impaired.

Substantial Change in Ownership. In the event of a substantial change in ownership of Borrower, Lender may, at Lender’s option, declare immediately due and payable all sums owed by Borrower to Lender pursuant to the Loan Documents. A “substantial change in ownership” shall be defined as: (a) any change in ownership of more than 50% of the outstanding stock of the Borrower, (b) a new owner of more than 50% of the outstanding stock of Borrower, or (c) a merger, consolidation, or other reorganization of Borrower resulting in a change of more than 50% of the outstanding ownership and control of Borrower.

LENDER’S RIGHTS. Upon the occurrence and continuation of an Event of Default beyond any applicable grace or cure period, Lender may declare the entire unpaid principal balance under this Amended and Restated Note and all accrued unpaid interest immediately due, and then Borrower will immediately pay the entire unpaid principal balance under this Amended and Restated Note and all accrued unpaid interest immediately due.

ATTORNEYS’ FEES; EXPENSES. Borrower shall reimburse Lender upon demand for any and all fees, costs, and expenses, including, without limitation, reasonable attorneys’ fees incurred or paid by Lender or any of its officers, employees, or agents in connection with the collection of this Amended and Restated Note. This includes, subject to any limits under applicable law, Lender’s reasonable attorneys’ fees and Lender’s legal expenses whether or not there is a lawsuit including reasonable attorneys’ fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. All amounts set forth in this paragraph shall become part of the principal balance under this Amended and Restated Note and shall bear interest at the highest interest rate herein provided.

GOVERNING LAW. This Amended and Restated Note will be governed by the laws of the State of Ohio without regard to its conflicts of law provisions. This Amended and Restated Note has been accepted by Lender in the State of Ohio.

PAYMENT DATES. If the due date of any payment under this Amended and Restated Note shall be a business day that is a federal holiday, Saturday, or Sunday (as defined herein), the due date shall be extended to the next succeeding business day that is not a federal holiday, Saturday, or Sunday; provided, however, that if such next succeeding business day occurs in the following calendar month, then the due date shall be the immediately preceding business day.

DEFINITIONS. For purposes of this Amended and Restated Note, the following definitions apply:

	i)	Business Loan Agreement. The words “Business Loan Agreement” means the original Business Loan Agreement between Borrower and Lender dated as of June 16, 2022.

	ii)	First Amendment to Loan. The words “First Amendment to Business Loan” means the First Amendment to Business Loan of even date herewith, reflecting Borrower’s obligations in connection with the Loan, as the same may be amended, modified, restated, replaced or substituted from time to time.

	iii)	Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Amended and Restated Promissory Note, the First Amendment to Loan, and any other amounts, including fees, costs and expenses, which Borrower owes to Lender, now or at any time in the future, including without limitation all principal, interest, fees, costs and expenses and other obligations set forth in this Amended and Restated Note or the First Amendment to Loan.

	iv)	Person. The word “Person” means any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, institution, public benefit corporation, joint venture, entity, or governmental body.

All capitalized terms included in this Amended and Restated Note, except those terms that are specifically defined in this Amended and Restated Note, shall have the meaning set forth in the Business Loan Agreement. This Amended and Restated Note is the instrument referred to in the First Amendment to Loan as the “Amended and Restated Promissory Note”.

SUCCESSOR INTERESTS. The terms of this Amended and Restated Note shall be binding upon Borrower, and upon Borrower’s successors and assigns, and shall inure to the benefit of Lender and Its successors and assigns.

ASSIGNMENT. Borrower agrees not to assign any of Borrower’s rights, remedies or obligations described in this Amended and Restated Note without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion (and any other attempted assignment or transfer by Borrower shall be null and void). This Amended and Restated Note is assignable by Lender, and any transfer or assignment of the Loan Documents, or portions hereof by Lender, shall operate to vest in any such assignee all rights and powers herein conferred upon and granted to Lender.

GENERAL PROVISIONS. If any part of this Amended and Restated Note cannot be enforced, this fact will not affect the rest of the Amended and Restated Note. Borrower does not agree or intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein as “charge or collect”), any amount in the nature of interest or in the nature of a fee for this loan, which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Ohio (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid in full, be refunded to Borrower. Lender may delay or forgo enforcing any of its rights or remedies under this Amended and Restated Note without losing them. Borrower and any other person who signs, guarantees or endorses this Amended and Restated Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Amended and Restated Note, and unless otherwise expressly stated in writing, no party who signs this Amended and Restated Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone other than Borrower (except for any increase to the principal amount of this loan). The parties agree that Lender may modify this loan without the consent of or notice to anyone other than Borrower.

WAIVER OF BORROWER. Demand, presentment, protest, notice of non-payment, notice of dishonor, notice of protest and notice of default are hereby waived by Borrower. Borrower hereby waives all suretyship defenses including but not limited to all defenses, and such waiver is entered to the full extent permitted by law.

LIMITATION OF LIABILITY. Borrower expressly agrees that in no event will the Lender be liable for any indirect, special, consequential, or punitive damages in connection with or arising out of the Loan. Notwithstanding any other provision in any Loan Document, Lender shall not be liable for any failure or inability to perform, or any delay in performing hereunder or under any other Loan Document of such failure, inability or delay due to acts of God, war, civil or industrial disturbance, strike, natural disaster, equipment malfunction, or any other cause which is beyond Lender’s reasonable control.

CUMULATIVE RIGHTS. No delay by Lender in the exercise of any power or right hereunder, or under any of the other Loan Documents, shall operate as a waiver of such rights, nor shall a single or partial exercise of any other power or right constitute a waiver of any other rights thereunder. Enforcement by Lender of the terms hereof or of any other terms of the Loan Documents does not constitute an election by Lender of remedies so as to preclude the exercise of any other remedy available to Lender hereunder, under the Loan Documents, or available at law or in equity.

PREVIOUS NOTE. The Note replaces and supersedes the Promissory Note dated June 16, 2022 between Lender and Borrower.

CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by lender, to appear in any court of record and to confess judgment against borrower for the unpaid amount of this Amended and Restated Note as evidenced by an affidavit signed by an officer of lender setting forth the amount then due, attorneys’ fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of this Amended and Restated Note, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower hereby waives the right to any injunction which would prevent lender from taking judgment under this Amended and Restated Note. By confession, and any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as lender may elect until all amounts owing on this Amended and Restated Note have been paid in full. Borrower waives any conflict of interest that an attorney hired by lender may have in acting on behalf of borrower in confessing judgment against borrower while such attorney is retained by lender. Borrower expressly consents to such attorney acting for borrower in confessing judgment.

PRIOR TO SIGNING THIS AMENDED AND RESTATED NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AMENDED AND RESTATED NOTE. BORROWER AGREES TO THE TERMS OF THE AMENDED AND RESTATED NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS AMENDED AND RESTATED PROMISSORY NOTE.

THIS AMENDED AND RESTATED NOTE IS EXEUCTED IN STARK COUNTY, OHIO THIS 25^TH DAY OF JUNE, 2024.

[Signature Page Follows]

BORROWER:

By: HALL OF FAME RESORT & ENTERTAINMENT

COMPANY, a Delaware corporation

By:	/s/ Michael Crawford
Name:	Michael Crawford
Title:	President and Chief Executive Officer

[Signature Page to Amended and Restated Promissory Note-Term Note]

AMORTIZATION SCHEDULE

(Attached)

Amortization Schedule

Exhibit 10.3

SECOND AMENDMENT TO

BUSINESS LOAN AGREEMENT

Borrower:	HOF VILLAGE HOTEL II, LLC	Lender:	NEWMARKET PROJECT, INC.
	2014 Champions Gateway, Suite 100		400 Market Avenue N, Suite 200
	Canton, OH 44708		Canton, OH 44702

Effective Date of Business Loan Agreement: December 30, 2019

Effective Date of Second Amendment to Business Loan Agreement: June 25, 2024

THIS SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT, dated as of June 25, 2024 (sometimes herein referred to as the “Second Amendment”), is made and executed between HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (“Borrower”), and NEWMARKET PROJECT, INC. (“Lender”) in order to amend and partially restate the Business Loan Agreement, dated December 30, 2019 (referred to as the “Business Loan Agreement” and, together with this Amendment, as the same may be further amended or supplemented, the “Loan Agreement”).

RECITALS:

WHEREAS, Lender made a $3 million term loan to Borrower (“Original Term Loan”) on December 30, 2019, which is evidenced by the Business Loan Agreement, a certain Promissory Note dated as of December 30, 2019 (“Original Term Loan Note”) and other Loan Documents including but not limited to an Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated December 31, 2019, which was recorded on January 2, 2020 in the Stark County Recorder’s office as Instrument #202001020000105 (“Mortgage”); and

WHEREAS, Borrower and Lender entered into a First Omnibus Loan Modification Agreement dated June 8, 2020 (“First Amendment”), amending certain terms of the Business Loan Agreement; and

WHEREAS, Borrower has requested certain amendments to the terms of the Original Term Loan, including but not limited to, an extension of the term thereof, certain revisions to the payment obligations relating to interest thereon; and

WHEREAS, Lender has agreed to amend the terms of the Original Term Loan to the extent set forth herein and Borrower has agreed to the terms and conditions set forth herein and in that certain Amended and Restated Promissory Note (“Amended and Restated Note” and together with this Second Amendment referred to as “Loan Documents”) executed by Borrower in favor of Lender of even date herewith.

AGREEMENT:

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Borrower agree as follows:

INCORPORATION OF RECITALS. The foregoing recitals shall be deemed incorporated into this Second Amendment as if fully rewritten herein.

NO NOVATION. Borrower understands and agrees that: (A) in granting, renewing, or extending any loan, Lender is relying upon the representations, warranties, and agreements as set forth in the Loan Documents; and (B) the Amended and Restated Note shall be and remain subject to the terms and conditions of this Second Amendment. All terms not otherwise defined in this Second Amendment will have the meaning set forth in the Business Loan Agreement. In the event of a term being defined herein that conflicts with a term defined in the Business Loan Agreement, the term as defined herein shall control. The parties intend that the terms and conditions set forth in this Second Amendment will supersede and replace those terms and conditions set forth in the Business Loan Agreement and the Loan Documents (in each case if and to the extent inconsistent with the terms and conditions set forth in this Second Amendment). All provisions in the Business Loan Agreement (including all amendments thereto) not superseded or modified by this Second Amendment shall remain in full force and effect.

TERM OF TERM LOAN. In the absence of an Event of Default, the Term Loan shall mature and shall be due and payable in full on June 30, 2044 (the “Maturity Date”).

REPAYMENT OBLIGATIONS. The following repayment obligations shall apply to the Term Loan:

(A) TERM LOAN: Commencing June 25, 2024 and continuing until December 31, 2026, interest shall accrue but not paid by Borrower absent an Event of Default. Commencing December 31, 2026, annual payments of principal and accrued interest shall not be made in the amounts set forth on the amortization schedule attached to the Amended and Restated Note with each annual payment to be due on December 31st of each year. Borrower’s final payment is due on June 30, 2044, which payment will be for all principal, accrued and unpaid interest, and all other amounts that may be due and owing to Lender under the Business Loan Agreement, the Amended and Restated Note and this Second Amendment.

LOAN FACILITIES. The Second Amendment shall apply to the Amended and Restated Note in the principal amount of Three Million One Hundred Eighty Thousand Six Hundred Fifty-Four Dollars and Fourteen Cents ($3,180,654.14) dated June 25, 2024, which shall replace and supersede the Original Term Loan Note. Borrower agrees that this Second Amendment is executed in order to reflect the terms, covenants, conditions, and obligations in connection with the Amended and Restated Note, together with all renewals of, extensions of, modifications of, refinancings of, replacements of, consolidations of, and substitutions for such Amended and Restated Note.

The following provision shall be added as an Event of Default under the section of the Business Loan Agreement entitled “DEFAULT”:

SUBSTANTIAL CHANGE IN OWNERSHIP. In the event of a substantial change in ownership of Borrower, Lender may, at Lender’s option, declare immediately due and payable all sums owed by Borrower to Lender pursuant to the Loan Documents. A “substantial change in ownership” shall be defined as: (a) any change in ownership of more than fifty percent (50%) of the outstanding stock of the Borrower, (b) a new owner of more than fifty percent (50%) of the outstanding stock of Borrower, or (c) a merger, consolidation, or other reorganization of Borrower resulting in a change of more than fifty percent (50%) of the outstanding ownership and control of Borrower.

COSTS AND EXPENSES. The Borrower affirms and acknowledges that it shall reimburse Lender for all of Lender’s costs and expenses in connection with the negotiation and documentation of this Second Amendment including, without limitation, legal fees and expenses of counsel to Lender in connection with this Second Amendment.

TERM OF AMENDMENT. This Second Amendment shall be effective as of June 25, 2024, and shall continue in full force and effect until such time as the Amended and Restated Note has been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Second Amendment. Unless an Event of Default has occurred prior thereto, all principal, accrued interest, and other amounts due and owing in connection with the Term Loan Note are due and payable on June 30, 2044.

CONDITIONS TO LOAN. The consummation of the Loan contemplated by this Second Amendment shall be contingent upon: (a) execution of the Amended and Restated Note, this Second Amendment and all other documents as Lender may reasonably require, all in form and substance satisfactory to Lender and Lender’s counsel; (b) documentation, satisfactory to Lender, affirming and certifying the items contained in the Borrower Secretary’s Certificate as previously provided by Borrower; and (c) the consent of Eriebank as required by a Subordination Agreement entered into by Lender on or about September 10, 2020.

10.

NOTICES. Any notices under or pursuant to this Second Amendment shall be deemed duly sent when delivered in hand or when mailed by registered or certified mail, return receipt requested, addressed as follows:

	To Borrower:	HOF Village Hotel II, LLC
		2014 Champions Gateway, Suite 100
		Canton, OH 44708
		Attention: President and Chief Executive Officer

	Copy To:	HOF Village Hotel II, LLC
		2014 Champions Gateway, Suite 100
		Canton, OH 44708
		Attention: General Counsel

	To Lender:	NEWMARKET PROJECT, INC.
		400 Market Avenue N., Suite 200
		Canton, OH 44702

	Copy To:	Black McCuskey Souers and Arbaugh
		4505 Stephen Circle NW, Suite 200
		Canton, OH 44718

11.

REPRESENTATIONS AND WARRANTIES. By executing this Second Amendment, Borrower hereby reaffirms that (a)(i) all representations, affirmative and negative covenants and warranties set forth in the Business Loan Agreement remain true, accurate, and complete as of the date of this Second Amendment and will remain true, accurate, and complete as of the date of each advance of loan proceeds, as of the date of any renewal, extension, amendment, or modification of any Loan, and at all times any Indebtedness exists; (ii) except as amended by this Second Amendment, all representations, affirmative and negative covenants and warranties set forth in the Business Loan Agreement are ratified and confirmed without condition as if made anew; (iii) all representations, affirmative and negative covenants and warranties set forth in the Business Loan Agreement are incorporated into this Second Amendment by reference, and (iv) that the Mortgage remains a valid and enforceable mortgage and lien on the real estate described therein, and (v) Borrower has obtained and provided Lender with all consents necessary for executing and delivering this Second Amendment and the Term Loan Note, (b) no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, exists under any Loan Document which will not be cured by the execution and effectiveness of this Second Amendment, (c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and carrying out of this Second Amendment or, if required, has been obtained, and (d) this Second Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms. The Borrower confirms that the Original Term Loan remains outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Second Amendment.

CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by Lender, to appear in any court of record and to confess judgment against Borrower for the unpaid amount due and owing in connection with the Loan Documents, as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, reasonable attorneys’ fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of the Loan Documents, as may be applicable, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower hereby waives the right to any injunction which would prevent Lender from taking judgment under the Loan Documents by confession, and any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on the Loan Agreement, the Note and/or other Loan Documents have been paid in full. Borrower waives any conflict of interest that an attorney hired by Lender may have in acting on behalf of Borrower in confessing judgment against Borrower while such attorney is retained by Lender. Borrower expressly consents to such attorney acting for Borrower in confessing judgment.

BORROWER ACKNOWLEDGES THAT IS HAS CAREFULLY READ ALL THE PROVISIONS OF THIS SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS SECONDAMENDMENT TO BUSINESS LOAN AGREEMENT IS ENTERED INTO AND DATED AS OF THE EFFECTIVE DATE FIRST ABOVE STATED. EXCEPT AS SUPERSEDED, AMENDED OR OTHERWISE MODIFIED HEREBY, THE TERMS AND PROVISIONS OF THE LOAN DOCUMENTS REMAIN UNCHANGED, ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT UNLESS AND UNTIL MODIFIED OR AMENDED IN WRITING IN ACCORDANCE WITH THEIR TERMS, AND ARE HEREBY RATIFIED AND CONFIRMED. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS SECOND AMENDMENT SHALL NOT CONSTITUTE AN AMENDMENT, WAIVER, CONSENT OR RELEASE WITH RESPECT TO ANY PROVISION OF ANY LOAN DOCUMENT, A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT UNDER ANY LOAN DOCUMENT, OR A WAIVER OR RELEASE OF ANY OF LENDER’S RIGHTS AND REMEDIES (ALL OF WHICH ARE HEREBY RESERVED).

[Remainder of Page Intentionally Left Blank]

BORROWER:

HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company

By:	/s/ Michael Crawford
	Michael Crawford
	President and Chief Executive Officer

LENDER:

NEWMARKET PROJECT, INC.

By:	/s/ Mark Samolczyk
	Mark Samolczyk, President

Exhibit 10.4

AMENDED AND RESTATED
PROMISSORY NOTE

Term Note

Borrower:	HOF VILLAGE HOTEL II, LLC	Lender:	NEWMARKET PROJECT, INC.
	2014 Champions Gateway		400 Market Ave N, Suite 200
	Suite 100		Canton, Ohio 44702
	Canton, Ohio 44708

Date of Note: June 25, 2024

Principal Amount: $3,180,654.14

PROMISE TO PAY. FOR VALUE RECEIVED, HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (“Borrower”) hereby promises to pay to NEWMARKET PROJECT, INC. (“Lender”), or order, in lawful money of the United States of America, the principal amount of Three Million One Hundred Eighty Thousand Six Hundred Fifty-Four Dollars and Fourteen Cents ($3,180,654.14) together with interest on the unpaid principal balance until paid in full as provided herein.

PAYMENT. Commencing June 25, 2024 and continuing until December 31, 2026, interest shall accrue but not be paid by Borrower absent an Event of Default. Commencing December 31, 2026, Borrower shall pay regular annual payments of principal and accrued interest in the amounts set forth on the attached amortization schedule with each annual payment to be due on December 31^st of each year until Borrower’s final payment becomes due on June 30, 2044 (“the Maturity Date”), which payment will be for all principal, accrued and unpaid interest, and all other amounts that may be due and owing to Lender under the Second Amendment to Business Loan Agreement (“Second Amendment to Loan”), this Amended and Restated Promissory Note (“Amended and Restated Note” and collectively with the Second Amendment to Loan referred to as “Loan Documents”). Prior to an Event of Default, under the Loan Documents, payments shall be applied first to interest, then to principal, then to any fees or other amounts due and owing to Lender in connection with the Indebtedness. After an Event of Default under the Loan Documents, unless required by applicable law, payments shall be applied by Lender in such order as it elects in its sole discretion. The annual interest rate for this Amended and Restated Note is computed on a 365/360 basis; that is, in the case of interest, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Any reference in this Amended and Restated Note to a “per annum” rate shall be based on a year of 360 days. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.

COORDINATION WITH BUSINESS LOAN AGREEMENT. This Amended and Restated Note is issued by Lender under the terms and provisions of the Business Loan Agreement. Borrower hereby promises to pay the principal and interest at the times and in the manner specified herein and in the Business Loan Agreement. This Amended and Restated Note may be declared to be, or be and become, due prior to its express maturity, voluntary prepayments may be made hereon, and certain prepayments required to be made hereon, all in the events, on the terms, and with the effects provided in the Business Loan Agreement.

INTEREST RATE. Unpaid principal under this Amended and Restated Note shall accrue interest at rate equal to six percent (6.0%) per annum in such amounts as set forth on the attached amortization schedule.

DEFAULT. Each of the following occurrences shall constitute an event of default (“Event of Default”) under this Amended and Restated Note:

Payment Default. Borrower fails to make any payment within ten (10) days when due under this Amended and Restated Note, the Business Loan Agreement, or the Loan Documents.

Other Defaults. Borrower fails to comply with, or to perform any other term, debt, Indebtedness, obligation, covenant or condition, contained in this Amended and Restated Note, or the Business Loan Agreement, or the occurrence of any of the other Events of Default set forth in this Amended and Restated Note or the Business Loan Agreement, and, in the case of an Event of Default that can be cured, said default continues for a period of thirty (30) days or more after the date of such failure; provided, however, that if such Event of Default is capable of being cured, and curing cannot reasonably be accomplished within said thirty (30) day period, then Borrower shall have an additional sixty (60) day period to cure such Event of Default and no Event of Default shall be deemed to exist hereunder so long as Borrower commences such cure within the initial thirty (30) day period and diligently and in good faith pursues such cure to completion with such resulting ninety (90) day period from the date of the occurrence of such failure.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on its behalf, under this Amended and Restated Note or the Business Loan Agreement is false or misleading in any material respect, either now or at the time made or becomes false at any time thereafter.

Adverse Change. A material adverse change occurs in Borrower’s or a Related Entity’s financial condition which leads Lender to reasonably believe that the prospect of a Borrower’s payment or performance is impaired.

DEFINITIONS. For purposes of this Amended and Restated Note, the following definitions apply:

Business Loan Agreement. The words “Business Loan Agreement” means the Business Loan Agreement between Borrower and Lender dated as of December 30, 2019, as amended by that certain First Omnibus Loan Modification Agreement dated June 8, 2020 and the Second Amendment to Business Loan Agreement of even date herewith, reflecting Borrower’s obligations in connection with the Loan, as the same may be amended, modified, restated, replaced or substituted from time to time.

ii)

Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Amended and Restated Note, the Business Loan Agreement, and any other amounts, including fees, costs and expenses, which Borrower owes to Lender, now or at any time in the future, including without limitation all principal, interest, fees, costs and expenses and other obligations set forth in this Amended and Restated Note or the Business Loan Agreement.

iii)	Person. The word “Person” means any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, institution, public benefit corporation, joint venture, entity, or governmental body.

All capitalized terms included in this Amended and Restated Note, except those terms that are specifically defined in this Amended and Restated Note, shall have the meaning set forth in the Business Loan Agreement. This Amended and Restated Note is the instrument referred to in the Business Loan Agreement as the “Term Loan Note”.

GENERAL PROVISIONS. If any part of this Amended and Restated Note cannot be enforced, this fact will not affect the rest of the Amended and Restated Note. Borrower does not agree or intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein as “charge or collect”), any amount in the nature of interest or in the nature of a fee for this loan, which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Ohio (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid in full, be refunded to Borrower. Lender may delay or forgo enforcing any of its rights or remedies under this Amended and Restated Note without losing them. Borrower and any other person who signs, guarantees or endorses this Amended and Restated Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Amended and Restated Note, and unless otherwise expressly stated in writing, no party who signs this Amended and Restated Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone other than Borrower (except for any increase to the principal amount of this loan). The parties agree that Lender may modify this Loan without the consent of or notice to anyone other than Borrower.

CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by lender, to appear in any court of record and to confess judgment against borrower for the unpaid amount of this Amended and Restated Note as evidenced by an affidavit signed by an officer of lender setting forth the amount then due, attorneys’ fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of this Amended and Restated Note, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower hereby waives the right to any injunction which would prevent lender from taking judgment under this Amended and Restated Note

By confession, and any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as lender may elect until all amounts owing on this Amended and Restated Note have been paid in full. Borrower waives any conflict of interest that an attorney hired by lender may have in acting on behalf of borrower in confessing judgment against borrower while such attorney is retained by lender. Borrower expressly consents to such attorney acting for borrower in confessing judgment.

THIS AMENDED AND RESTATED NOTE IS EXECUTED IN STARK.COUNTY, OHIO THIS 25th DAY OF JUNE, 2024.

[Signature Page Follows]

BORROWER:

By: HOF VILLAGE HOTEL II, LLC, a Delaware limited

liability company

By:	/s/ Michael Crawford
Name:	Michael Crawford
President and Chief Executive Officer

[Signature Page to Amended and Restated Promissory Note-Term Note]

AMORTIZATION SCHEDULE

Exhibit 99.1

Hall of Fame Village Project Awarded

$9.8 Million from State of Ohio

FOR IMMEDIATE RELEASE

CANTON, Ohio (June 28, 2024) – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment and media company centered around the power of professional football, announced today that Hall of Fame Village has been awarded a $9.8 Million grant from the State of Ohio’s One Time Strategic Community Investments in support of the development of the Village.

“We continue to be grateful for the tremendous leadership of Senate President Pro Tempore Kirk Schuring, Representative Scott Oeslager as well as Senate President Matt Huffman, and the many other civic leaders within the State of Ohio for their continued support of our Hall of Fame Village project,” shared Hall of Fame Resort & Entertainment President and CEO Michael Crawford. “The award of this grant speaks to the state’s belief in the social and economic impact we are already having in our community and throughout northeast Ohio.”

###

About Hall of Fame Resort & Entertainment Company

Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the Pro Football Hall of Fame. Headquartered in Canton, Ohio, the Hall of Fame Resort & Entertainment Company is the owner of the Hall of Fame Village, a multi-use sports, entertainment and media destination centered around the Pro Football Hall of Fame’s campus. Additional information on the Company can be found at www.HOFREco.com.

Forward-Looking Statements

Certain statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such as “plan,” “opportunity,” “future,” “will,” “goal,” “enable,” “pipeline,” “transition,” “move forward,” “towards,” “build out,” “coming,” “commitment,” and “look forward” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on current beliefs and expectations of the Company’s management on information currently available and are subject to uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause or contribute to our results differing materially from those expressed or implied by forward-looking statements include, but are not limited to, those discussed in the section titled “Risk Factors” included in our Form 10-K for the fiscal year ended December 31, 2023 as filed the Securities and Exchange Commission (“SEC”) on March 25, 2024, and in our reports subsequently filed with the SEC.

Media/Investor Contacts:

Media Inquiries: public.relations@hofreco.com

Investor Inquiries: investor.relations@hofreco.com