(5)
| Mr. Lichter beneficially owns 100,000 shares of Common Stock issuable upon the exercise of 100,000 warrants he holds with an exercise price of $1.40 per share. The warrants are exercisable within 60 days. Mr. Lichter may be deemed to beneficially own (a) 15,458,379 shares of Common Stock through his beneficial ownership of membership interests in CH Capital Lending, LLC, (b) 125,000 shares of Common Stock through his beneficial ownership of membership interests in IRG, LLC, (c) 125,000 shares of Common Stock through his beneficial ownership of membership interests in Midwest Lender Fund, LLC, (d) 1,591,845 shares of Common Stock issuable to CH Capital Lending, LLC upon the conversion of a $10,983,518 principal amount (as of June 30, 2022) convertible note of the Company with a conversion rate of 144.9304 shares of Common Stock per $1,000 principal amount, (e) 10,036,925 shares of Common Stock issuable to CH Capital Lending, LLC upon the exercise of warrants with an exercise price of $1.40 per share, (f) 2,450,980 shares of Common Stock issuable to CH Capital Lending, LLC upon the exercise of warrants with an exercise price of $6.90 per share, (g) 10,000,000 shares of Common Stock issuable to CH Capital Lending, LLC upon conversion of 15,000 shares of Series C Preferred Stock with a conversion price of $1.50 per share, (h) 5,834,508 shares of Common Stock issuable to CH Capital Lending, LLC upon conversion of a $8,751,763 principal amount loan with a conversion price of $1.50 per share, (i) 2,849,028 shares of Common Stock issuable to IRG, LLC upon conversion of $4,273,543 principal amount convertible promissory note with a conversion price of $1.50 per share, and (j) 407,479 shares of Common Stock through his indirect control over American Capital Center, LLC. The convertible notes, the Series C Preferred Stock and the term loan are convertible, and the warrants are exercisable within 60 days. Mr. Lichter may also be deemed to beneficially own 15,027,837 shares of Common Stock through his indirect ownership interest in IRG Canton Village Member, LLC, which in turn owns approximately a 76.8% interest in HOF Village, LLC. HOF Village, LLC owns 15,027,837 shares of Common Stock. He may also be deemed to beneficially own 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 warrants held by HOF Village, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days. Mr. Lichter disclaims beneficial ownership of all shares held by IRG Canton Village Member, LLC, CH Capital Lending, LLC, IRG, LLC, Midwest Lender Fund, LLC, American Capital Center, LLC, and IRG Canton Village Manager, LLC, except to the extent of any actual pecuniary interest. For purposes of calculating his percentage ownership, the shares outstanding of the Company include the shares of Common Stock issuable upon the warrants to Mr. Lichter, upon the warrants to CH Capital Lending, LLC, upon the Series C Preferred Stock to CH Capital Lending, LLC, upon the term loan to CH Capital Lending, LLC, upon the warrants to HOF Village, LLC, upon the convertible note to CH Capital Lending, LLC, and upon the convertible note to IRG, LLC. |